Terms of Use Agreement

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY IAMSCIENTIST, INC. ("COMPANY", “IAMSCIENTIST”, “WE,” “US” OR “OUR”). THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN YOU AND COMPANY, AND SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.IAMSCIENTIST.COM (THE "SITE") AND THE SERVICE OWNED AND OPERATED BY COMPANY, INCLUDING IAMSCIENTIST’S PROJECT FUNDING APPLICATION (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY CLICKING “JOIN NOW” AND BECOMING A MEMBER, OR BY OTHERWISE USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING BUT NOT LIMITED TO USERS WHO CONTRIBUTE CONTENT, INFORMATION, OTHER MATERIALS OR SERVICES ON OR TO THE SITE.

If you are using the Site or Service on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. You may become an iAMscientist member (a “Member”) by following the instructions on the Site to register an iAMscientist account. If you do not want to register an account and become a Member, or if you do not otherwise wish to be bound by these Terms of Use, do NOT click “Join Now” and do not access, view, download or otherwise use the Service or any webpage on the Site. By clicking “Join Now,” or by accessing, viewing, downloading or otherwise using the Service or any webpage on the Site, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.

Introduction

The mission of Company is to advance science by increasing access to those seeking to fund innovative research, to provide opportunities to Members, to connect scientists with one another to share knowledge and ideas and to provide a mechanism for our Members to enhance their reputation. To achieve our mission, we make services available through the Site, to help you and other Members raise and provide funding for research projects, meet, exchange ideas, enhance our Members’ reputation, learn, find opportunities or employees, work, and make decisions in a network of trusted relationships and groups.

Additional Terms; Eligibility

In addition to the terms of this Agreement, you hereby agree to be bound by the Privacy Policy available at www.iAMscientist.com/privacy, and all other operating rules, policies and procedures that may be published from time to time on the Site by Company (including without limitation the Research Project Funding Guidelines and Community Guidelines available at www.iAMscientist.com/guidelines, each of which is incorporated herein by reference and each of which may be updated by Company from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

To be eligible to use the Service, you must meet the following criteria, and by using the Service, you hereby represent and warrant that you: (1) are an individual, 18 years of age or older; (2) have submitted and/or will submit registration information that is accurate, complete and truthful; (3) are not currently restricted from the Services, or not otherwise prohibited from having an iAMscientist account, (4) are not a competitor of iAMscientist or are not using the Services for reasons that are in competition with iAMscientist; (5) will only maintain one iAMscientist account at any given time; (6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (7) will not violate any rights of iAMscientist, including intellectual property rights such as copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, and internet access necessary to use the Services. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use

Company reserves the right, at its sole discretion, to modify or amend these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time without notice to you. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Rules and Conduct

As a condition of use, you agree not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or Member Submissions (both as defined below)) is provided only for your own personal, non-commercial use (except as otherwise expressly set forth herein). You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" means videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, interactive features and any other content generated, provided, or otherwise made accessible by Company or its partners on or through the Service, including without limitation Member Submissions.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any Member Submission, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
• you know is false, misleading, untruthful or inaccurate;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party;
• impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Company does not guarantee that any Content or Member Submissions (as defined below) will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or Member Submissions. However, Company reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any Member Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any Member Submissions from the Service.

Registration

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a password and screen name ("Member ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a Member ID a name of another person with the intent to impersonate that person; (ii) use as a Member ID a name subject to any rights of a person other than you without appropriate authorization; (iii) use as a Member ID a name that is otherwise offensive, vulgar or obscene; (iv) allow any other individual to access the Service using your Member ID or (v) claim on your “Publication Profile” that you were an author or inventor of any articles, patents and/or grants in which you were not an author or inventor. Company reserves the right to refuse registration or cancel a Member ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Projects: Fund-Raising, Commerce and Gifts

The Service provides a venue for fund-raising, commerce and provision for gifts. The Service allows certain users ("Project Investigators") to list projects (“Projects”) and raise funds for such Projects from other users ("Donors"). All funds are collected for Project Investigators through PayPal. iAMscientist releases funds net of credit card and PayPal transaction fees and any other applicable fees, to the Project Investigator upon achievement of the threshold amount as identified in each Project. iAMscientist may partially release funds based on specific milestones identified in a Project. iAMscientist shall not be liable for your interactions with any organizations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services in any form, and any other terms, conditions, warranties or representations associated with listings on the Service. Without limiting the foregoing, iAMscientist shall have no liability to Donors for failure of a Project Investigator to perform in any way, or otherwise in connection with any Project. iAMscientist does not oversee the performance or punctuality of Projects, nor does iAMscientist oversee the delivery of any gift offered as a result of a donation. iAMscientist is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. iAMscientist is under no obligation to become involved in disputes between Donors and Project Investigators, or between Members and any third party. In the event of a dispute, you hereby release iAMscientist, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.

Though iAMscientist cannot be held liable for the actions of any Project Investigators, Project Investigators are nevertheless wholly responsible for fulfilling obligations both implied and stated in any Project listing they create.

iAMscientist makes no guarantees regarding the performance or fairness of PayPal. Additionally, because of occasional failures of some credit cards, iAMscientist cannot guarantee the full receipt of the targeted amount.

Project Investigators may initiate refunds at their own discretion. iAMscientist is not responsible for issuing refunds for funds that have been collected by Project Investigators.

iAMscientist reserves the right to cancel, interrupt or suspend a listing at any time for any reason.

Notifications and Service Messages

For purposes of service messages and notices about the Services to you, Company may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Company to an email address associated with your account, even if we have other contact information. You also agree that Company may communicate with you through your Company account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Company account, the Service, or other services associated with iAMscientist. Please review your account settings to control what kind of messages you receive from Company. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, any damages or loss related to your failure to receive critical information about the Service.

Fees and Payments

Joining iAMscientist is free. However, we do charge fees for certain services. All fees are collected for iAMscientist by PayPal. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged, which we may change from time to time. Changes to that Policy are effective after we provide you with notice as set forth in this Agreement. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Site, or otherwise upon notice to you as set forth in this Agreement.

You are responsible for paying all fees and applicable taxes associated with your use of the site. In the event a listing is removed from the Service for violating the Terms of Use, all fees paid will be non-refundable, unless in its sole discretion iAMscientist determines that a refund is appropriate.

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Content

You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Use, reproduction, modification, distribution or storage of any Content is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. Without limiting the foregoing, you shall not sell, license, rent, or otherwise use or exploit any Content for commercial use.

Third Party Intellectual Property — Copyright Notifications

iAMscientist respects the intellectual property of others, and we ask our users to do the same. iAMscientist may, at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. iAMscientist will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide iAMscientist's Copyright Agent (contact information as set forth below) with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the iAMscientist Site, sufficient for iAMscientist to locate the material;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please provide the iAMscientist’s Copyright Agent (contact information as set forth below) with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

• a physical or electronic signature of the subscriber/user of the Services;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
• the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that iAMscientist may ignore such incomplete or inaccurate notices without liability of any kind.

Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

Our designated copyright agent for notice of alleged copyright infringement is:

Michael H. Bison, Esq.
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Email: mbison@goodwinprocter.com

Intellectual Property Rights — Project Investigators

The Service provides you with the ability upload your content to the Site. Company will not have any ownership rights in your content, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and transferable right and license to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit ("Host") the content that you provide, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text ("Artworks") in connection with the Service); (ii) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use such content and Artworks (and to allow other users to do the same); and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.

You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Service or the Company’s Hosting of the content as contemplated by these Terms of Use.

To enable Company to Host your content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the Service.

Intellectual Property Rights — Members

The Service may provide Members with the ability to add, create, upload, submit, distribute, collect, or post (“Submit” or "Submitting") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "Member Submissions"). By Submitting Member Submissions on the Site or otherwise through the Service, you:

• acknowledge that by Submitting any Member Submission to the Site, you are publishing that Member Submission, and that you may be identified publicly by your Member ID and/or name in association with any such Member Submission;
• hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Member Submissions in connection with the Site, the Service and Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your Member Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Member Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your right to grant additional licenses in your Member Submission(s) to third parties, unless otherwise agreed in writing;
• represent and warrant, and can demonstrate to Company’s full satisfaction upon request, that you (i) own or otherwise control all rights to all content in your Member Submissions, or that the content in such Member Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your Member Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the Member Submissions to Company and all users of the Service;
• agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any Member Submissions to the Service;
• represent and warrant that the use or other exploitation of such Member Submissions by Company and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
• understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Company does not endorse and has no control over any Member Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Termination

Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

You acknowledge that Company has no fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: (i) which users gain access to the Site; (ii) what Content you access via the Site; (iii) what effects the Content may have on you; (iv) how you may interpret or use the Content; or (v) what actions you may take as a result of having been exposed to the Content. You hereby release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your Member Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

International

Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Electronic Delivery/Notice Policy and Your Consent

By using the Services, you consent to receive from iAMscientist all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. iAMscientist may provide such electronic Contract Notices by posting them on the iAMscientist Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the iAMscientist Site and Services.

Governing Law

These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Site (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over iAMscientist or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the Commonwealth of Massachusetts. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Middlesex County in the Commonwealth of Massachusetts and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.

Integration and Severability

The Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.