These Terms of Use agreement (the “Agreement”, the “Terms”, or the “Terms of Use”) govern your use of the MicroscopyDB website, located at https://microscopydb.io. For purposes of this agreement, “Site” refers to the MicroscopyDB website, which can be accessed at the foregoing URL. MicroscopyDB is a community-driven initiative supported by the partner entities listed at https://microscopydb.io/who-we-are/ (each, a “Partner”, and collectively, the “Partners”). “Service” refers, collectively, to the Site and any of the Partners’ services provided by the Site including, but not limited to, features and functionality for users to share information about their facility, equipment, expertise, training resources, job openings and events for greater exposure, and networking and utilization by the broader bioimaging community. The terms “we,” “us,” and “our” refer to the Partners. “You” refers to you, as a user of our Site or our Service. 

The following Terms of Use apply when you view or use the Service.  

Please review the following terms carefully. By accessing or using the Site or the Service, you hereby agree to these Terms of Use (the “Terms of Use” or “Terms”). If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Site or its Service.  

PRIVACY POLICY

The Partners respect the privacy of its Service users. Please refer to the Partners’ Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. By accessing or using the Service, you hereby agree to the Privacy Policy as well as these Terms of Use.

RULES FOR USER CONDUCT AND USE OF THE SERVICE

You must be at least 18 years old to use the Service.

USE RESTRICTIONS

Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions:

You agree that you will not, under any circumstances:

•   access the Service for any reason other than your personal use solely as permitted by the normal functionality of the Service;
•   distribute any part or parts of the Site or the Service without our explicit written permission (we hereby grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);
•   use the Service for any unlawful purpose or for the promotion of illegal activities;
•   attempt to, or harass, abuse or harm another person or group;
•   interfere or attempt to interfere with the proper functioning of the Service;
•   make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or infrastructure;
•   bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data (subject to the grant to operators of public search engines set forth above);
•   circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or

•   publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.

POSTING AND CONDUCT RESTRICTIONS

As part of the features and functionality of the Service, You may be able to submit certain content to the Site (any such content, “User Content”). You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service.

You agree that we are only acting as a passive conduit for online distribution and publication of your User Content. The Partners reserve the right to remove any User Content from the Service at its sole discretion.

We grant you permission to submit User Content to the Service, subject to the following express conditions. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms and automatically effects a revocation of your permission to submit User Content.

By transmitting and submitting any User Content to the Site, you hereby acknowledge and agree as follows:

•   You will not post any content that is malicious, libelous, false or inaccurate;
•   You will not post any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
•   You will not submit User Content that is subject to third party proprietary rights and to which you have not secured the necessary licenses or permissions, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such User Content; and
•   We have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your use of the Service with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. You hereby waive, and release the Partners from, any and all liability arising from any User Content you submit that violates the laws or regulations of any jurisdiction or violates or infringes upon the rights of any third party. You hereby waive, and release the Partners from, any and all liability arising from any use of your User Content by any other user of the Service that violates or infringes upon your rights. The Partners are not responsible for any public display or misuse of your User Content. 

The Partners do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. 

We do not guarantee the accuracy, completeness, or usefulness of any information made available using the Site or the Service, nor do we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other User Content posted on the Service, or transmitted to users.

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful, or malicious. Unauthorized use may result in criminal and/or civil prosecution under applicable law. If you become aware of a misuse of our Service or violation of these Terms of Use, please contact us at contact@microscopydb.io.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, we may provide you with links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties that are not associated or affiliated with the Partners (the “Third Party Content”). These links are provided as a courtesy to users of the Service. We have no control over Third Party Sites or Third Party Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Content. Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Our inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Content does not imply our approval or endorsement of the Third Party Site or Third. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use do not govern your use of such Third Party Site or Third Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or any Third Party Content use or install from the Third Party Site.

PARTNER SITES AND SERVICES

Each of the Partners individually, or two or more Partners in collaboration, may operate sites, portals, or other services that include content, applications, or other materials outside the scope of, or otherwise unassociated with, the Partners’ support of, or affiliation with, the Site or the Service (such content, services, applications, and other materials, the “Partner Services”). Except with respect to User Content received by the Partners that you submit via the Service, and the Partners’ use thereof, these Terms do not apply to the Partner Services. For terms, policies, and agreements governing the use of Partner Services, please consult the applicable Partner or the applicable portal or site operated by such Partner. The Partners collectively bear no responsibility for any Partner Services that violate the laws or regulations of any jurisdiction or violate or infringe upon the rights of any third party. Each Partner individually bears no responsibility for any Partner Services provided by any other Partner that violate the laws or regulations of any jurisdiction or violate or infringe upon the rights of any third party.

RIGHTS AND RESPONSIBILITIES SPECIFIC TO YOUR JURISDICTION

The Service is provided to the global imaging community. Accordingly, there may be local laws and regulations in the jurisdiction in which you reside pertaining to your use of the Service. It is not possible to list or incorporate into these Terms all requirements set forth in the laws and regulations of every jurisdiction in which the Service may be accessed. It is your responsibility to ensure that your use of the Service complies with the applicable laws of your jurisdiction. The Partners bear no responsibility for your usage of the Service in a manner that violates the laws or regulations of your jurisdiction or the rights of any third party that arise under the laws or regulations of your jurisdiction. 

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

(a) Termination of Repeat Infringer Postings. We respect the intellectual property rights of others and require all users of the Service to do the same. We have adopted and implemented a policy that provides for termination in appropriate circumstances of users of the Service who are repeat infringers. We may terminate postings for participants or users who are found repeatedly to provide or post protected content that is subject to the rights of third parties without securing the necessary rights and permissions from such third parties.

(b) DMCA Take-Down Notices.  If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Site infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to our designated copyright agent at contact@microscopydb.io:

1.   The date of your notification;
2.   A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   
3.   A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   
4.   A description of the material on the Site that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
5.   Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
6.   A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7.   A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(c) Counter-Notices. If you believe that your User Content that has been removed from the Site in accordance with subsection (b) above is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1.   Your physical or electronic signature;
2.   A description of the content that has been removed and the location at which the content appeared before it was removed;
3.   A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
4.   Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Wisconsin, USA and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in our sole discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

LICENSE GRANT

By submitting any User Content to the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Partners a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the provision of the Service or with the aims, mission, and purpose of the Partners. Without limiting the foregoing, you retain ownership rights in your User Content.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications submitted through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via any email address(es) you have submitted to the Service; and (b) acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to contact@microscopydb.io or mail to the following postal address:

MicroscopyDB Administration
c/o BioImaging North America
330 N. Orchard Road
Madison, WI 53715 USA

Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.

GOVERNING LAW

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Wisconsin, USA, without regard to conflict of laws provisions. 

WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE SERVICE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION.

If you have a dispute with one or more other users of the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. By continuing to use the Service, you hereby agree to our revisions to these Terms of Use. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

GENERAL TERMS

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action related to or arising out of your relationship with the Partners must commence within ONE year after the cause of action accrues. Otherwise, to the extent allowable by applicable law, such cause of action is permanently barred.

We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time without notice or consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://microscopydb.io/privacy/ REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.