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LifeSciHub Terms of Service

PLEASE READ THIS TERMS OF SERVICE USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

 

This  Terms of Service User Agreement (this “Agreement”) is a contract between you (“you” or “User”) LifeSciHub, LLC (“LifeSciHub,” “we,” or “us”)  You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.lifescihub.com.

 

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time:  Expert Provider Professional Services Agreement, Hiring Entity Services Agreement, Mutual Non Disclosure Agreement.  These agreements are collectively, with this Agreement, called the “Terms of Service”.

 

Subject to the conditions set forth herein, LifeSciHub may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. LifeSciHub will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by LifeSciHub, LifeSciHub will provide at least 30 days’ advance notice of the change, but may not provide any advance

notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).  YOU UNDERSTAND THAT BY USING THE SITE AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE  TERMS OF USE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

 

1. LIFESCIHUB ACCOUNTS.

1.1 Registration and Acceptance.

1.2 Account Eligibility.

1.3 Account Profile.

1.4 Account Types.

1.4.1 Hiring Entity Account.

1.4.2 Expert Account.

1.5 Account Permissions.

1.6 Identity and Location Verification.

1.7 Usernames and Passwords

2. PURPOSE OF LIFESCIHUB.

2.1 Relationship With Lifescihub.

2.2 Taxes And Benefits.

2.3 Marketplace Feedback and User Content.

3. CONTRACTUAL RELATIONSHIP BETWEEN HIRING ENTITY AND EXPERT.

3.1 Statements of Work (SOWs)

3.2 Services Agreements.

3.3 Disputes Among Users.

3.4 Confidential Information.

4.WORKER CLASSIFICATION.

4.1 Worker Classification.

5. LIFESCIHUB FEES. 

5.1 Fees For Users.

5.2 VAT and Other Taxes.

6.PAYMENT TERMS.

6.1 Payment Terms.

6.2 Disbursements To Experts On Sows.

6.3 Non-Payment.

6.4 No Return Of Funds and No Chargebacks.

6.5 U.S. Dollars And Foreign Currency Conversion.

7. NON-CIRCUMVENTION.

7.1 Making Payments Through Lifescihub.

7.2 Opting Out.

8. RECORDS OF COMPLIANCE.

9. WARRANTY DISCLAIMER.

10. LIMITATION OF LIABILITY.

11. RELEASE.

12. INDEMNIFICATION.

13.  AGREEMENT TERM AND TERMINATION.

13.1 Termination.

13.2 Account Data On Closure.

13.3 Survival

14. DISPUTES BETWEEN YOU AND LIFESCIHUB.

14.2 Choice of Law.

14.3 Informal Dispute Resolution.

14.4 Binding Arbitration And Class Action/Jury Trial Waiver (Does Not Apply To Users Located Outside The United States And Its Territories) 

14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION.

14.4.2. Interpretation And Enforcement Of This Arbitration Provision.

14.4.3. Right To Opt Out Of The Arbitration Provision.

14.4.5. Enforcement of this Arbitration Provision.

15.  GENERAL

15.1 Entire Agreement.

15.2 Modifications; Waiver.

15.3 Assignability.

15.4 Severability; Interpretation.

15.5 Force Majeure.

15.6 Prevailing Language And Location.

15.7 Access Of The Site Outside The United States.

15.8 Consent To Use Electronic Records.

 

 

1. LIFESCIHUB ACCOUNTS

Section 1 discusses what you must agree to before using the Site  and the different types of accounts that can be created on the Site, as detailed below.

1.1 Registration and Acceptance

By registering for an account to use the Site (an “Account”), by using the Site after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted

on the Site, you agree to abide by this Agreement and the other Terms of Service.

 

To access and use certain portions of the Site, you must register for an Account. Subject to the Site

Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. LifeSciHub reserves the right to decline a registration to join LifeSciHub or to add an Account of any type (i.e., as a Hiring Entity or Expert), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

 

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to LifeSciHub and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

1.2 Account Eligibility

LifeSciHub offers the Site for your business purposes only and not for personal, household, or consumer

use. To register for an Account or use the Site, you must, and hereby represent that you: (a) are an

employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Expert Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

1.3 Account Profile

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 Account Types

As described in this Section, there are a number of different Account types. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 Hiring Entity Account

You can register for an Account or add an Account type to use the Site  as a Hiring Entity (a “Hiring Entity Account”) only if you intend to act as a hiring entity.

1.4.2 Expert Account

You can register for an Account or add an Account type to use the Site  as an Expert (an

“Expert  Account”).

1.5 Account Permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into a Statement of Work (“SOW”) and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site .

1.6 Identity and Location Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on LifeSciHub. You authorize LifeSciHub, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

1.7 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize LifeSciHub to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with theusername and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. PURPOSE OF LIFESCIHUB

Section 2 discusses what LifeSciHub does and does not do when providing the Site  and some of your

responsibilities when using the Site to find or enter into an SOW  with an Expert or Hiring Entity, as detailed below.

 

The Site is a marketplace where Hiring Entities and Experts can identify each other and advertise, buy, and sell Expert Services online. Subject to the Terms of Service, LifeSciHub provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of SOWs, and assisting Users in resolving disputes which may arise in connection with those SOWs. When a User enters an SOW, the User uses LifeSciHub to invoice and pay any amounts owed under the SOW.

2.1 Relationship With Lifescihub

LifeSciHub makes the Site  available to enable Experts and Hiring Entities to find and transact directly with each other. Through the Site , Experts may be notified of Hiring Entities that may be seeking the services they offer, and Hiring Entities may be notified of Experts that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Hiring Entity or Expert on their own. If Users decide to enter into an SOW, the SOW is directly between the Users and LifeSciHub is not a party to that SOW.

 

You acknowledge, agree, and understand that LifeSciHub is not a party to the relationship or any dealings between Hiring Entity and Expert. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for an SOW (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of SOWs; (d) performing Expert Services; or (e) paying for Expert Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an SOW with another User and for verifying

any information about another User, including Composite Information (defined below).

 

You acknowledge, agree, and understand that LifeSciHub does not, in any way, supervise, direct, control, or evaluate Experts or their work and is not responsible for any Project, Project terms or Work Product. LifeSciHub makes no representations about and does not guarantee, and you agree not to hold LifeSciHub responsible for, the quality, safety, or legality of Expert Services; the qualifications, background, or identities of Users; the ability of Experts to deliver Expert Services; the ability of Hiring Entities to pay for Expert Services; User Content and statements or posts made by Users; or the ability or willingness of a Hiring Entity or Expert to actually complete a transaction.

 

You also acknowledge, agree, and understand that Experts are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Expert Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.

 

You further acknowledge, agree, and understand that: (i) you are not an employee of LifeSciHub, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) LifeSciHub will not have any liability or obligations, including under or related to SOWs and/or Expert Services for any acts or omissions by you or other Users; (iii) LifeSciHub does not, in any way, supervise, direct, or control any Expert or Expert Services; does not impose quality standards or a deadline for completion of any Expert Services; and does not dictate the performance, methods or process Expert uses to perform services; (iv) Expert is free to determine when and if to perform Expert Services, including the days worked and time periods of work, and LifeSciHub

does not set or have any control over Expert’s pricing, work hours, work schedules, or work location, nor is LifeSciHub involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Expert for a Project; (v) Expert will be paid at such times and amounts as agreed with a Hiring Entity in a given SOW, and LifeSciHub does not, in any way, provide or guarantee Expert a regular salary or any minimum, regular payment; (vi) LifeSciHub does not provide Experts with training or any equipment, labor, tools, or materials related to any SOW; (vii) LifeSciHub does not provide the premises at which Experts will perform the work. Experts are free to use subcontractors or employees to perform Expert Services and may delegate work on fixed-price contracts or by agreeing with their Hiring Entities to have hourly contracts for Expert’s subcontractor(s) or employee(s); and (viii)

LifeSciHub does not provide shipping services for any physical Work Product. If a Expert uses subcontractors or employees, Expert further agrees and acknowledges that this Section applies to LifeSciHub’s relationship, if any, with Expert’s subcontractors and employees as well and Expert is solely responsible for Expert’s subcontractors and employees.

 

2.2 Taxes And Benefits

Expert acknowledges and agrees that Expert is solely responsible (a) for all tax liability associated with payments received from Expert’s Hiring Entities and through LifeSciHub, and that LifeSciHub will not withhold any taxes from payments to Expert; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Expert is not covered by or eligible for any insurance from LifeSciHub; (c) for determining whether Expert is required by applicable law to issue any particular invoices for the Expert Fees and for issuing any invoices so required; (d) for determining whether Expert is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert Fees and

remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if LifeSciHub is required by applicable law to withhold any amount of the Expert Fees and for notifying LifeSciHub of any such requirement and indemnifying LifeSciHub for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of LifeSciHub, Expert agrees to promptly cooperate with LifeSciHub and provide copies of Expert’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Expert is engaging in an independent business as represented to LifeSciHub.

 

2.3 Marketplace Feedback and User Content

You hereby acknowledge and agree that Users publish and request LifeSciHub to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Experts or Hiring Entities voluntarily submit to LifeSciHub and does not constitute and will not be construed as an introduction, endorsement, or recommendation by LifeSciHub; LifeSciHub provides such information solely for the convenience of Users. You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that LifeSciHub post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score,

wherever referenced, and other User Content highlighted by LifeSciHub on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that LifeSciHub will make Composite Information available to other Users, including composite or compiled feedback. LifeSciHub provides its feedback system as a means through which Users can share their opinions of other Users publicly, and LifeSciHub does not monitor, influence, contribute to or censor these

opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.  LifeSciHub does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and

does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. LifeSciHub is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, LifeSciHub reserves the right (but is under no obligation) to remove posted feedback or information that, in LifeSciHub’s sole

judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of LifeSciHub. You acknowledge and agree that you will notify LifeSciHub of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, LifeSciHub may rely on the accuracy of such information.

 

3. CONTRACTUAL RELATIONSHIP BETWEEN HIRING ENTITY

AND EXPERT

Section 3 discusses the relationship you may decide to enter into with another User, including SOWs between Users, as detailed below.

 

3.1 Statements of Work (SOWs)

If a Hiring Entity and Expert decide to enter into an SOW, the SOW is a contractual relationship directly

between the Hiring Entity and Expert. Hiring Entity and Expert have complete discretion both with regard to whether to enter into an SOW with each other and with regard to the terms of any SOW. You acknowledge, agree, and understand that LifeSciHub is not a party to any SOW, that the formation of an SOW between Users will not, under any circumstance, create an employment or other service relationship between LifeSciHub and any User or a partnership or joint venture between LifeSciHub and any User. With respect to any SOW, Hiring Entities and Experts agree to into the appropriate Services Agreement.  Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations.

3.2 Services Agreements

There are two types of Services Agreements.

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3.3 Disputes Among Users

For disputes arising between Hiring Entities and Experts, you agree to abide by the dispute process that is explained in your Services Agreement that apply to your particular SOW. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that LifeSciHub will not and is not obligated to provide any dispute assistance beyond what is provided in the Services Agreement.

3.4 Confidential Information

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Services Agreement. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.

 

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

4. WORKER CLASSIFICATION

Section 4 discusses what you agree to concerning whether a Expert is an employee or independent contractor.

 

4.1 Worker Classification

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture,

franchisor/franchisee or employer-employee relationship between LifeSciHub and a User. Hiring Entity is solely responsible for and has complete discretion with regard to selection of any Expert for any Project. Hiring Entity is solely responsible for and assumes all liability for determining whether Experts should be engaged as independent contractors or employees of Hiring Entity and engaging them accordingly. Hiring Entity warrants its decisions regarding classification are correct and its manner of engaging Experts complies with applicable laws, regulations, and rules. LifeSciHub will have no input into, or involvement in, worker classification as between Hiring Entity and Expert and Users agree that LifeSciHub has no involvement in and will have no liability arising from or relating to the classification of a Expert generally or with regard to a particular Project.

 

5. LIFESCIHUB FEES

Section 5 describes what fees you agree to pay to LifeSciHub in exchange for LifeSciHub providing the Site  to you and what taxes LifeSciHub may collect, as detailed below.

 

5.1 Fees For Users

Users  will pay LifeSciHub a service fee for the use of the Site in the event usage results in a project SOW, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services. The User Fees are defined in the Services Agreement and are paid by all account types, including both Hiring Entities and Experts. When a Hiring Entity pays an Expert for a Project, LifeSciHub with either add (in the case of the Hiring Entity) or subtract (in the case of the Expert) the User Fee and disburse accordingly.  User hereby irrevocably authorizes and instructs LifeSciHub to add/subtract the User Fees and pay LifeSciHub.

5.2 VAT and Other Taxes

LifeSciHub does not collect or disburse taxes.  Users are fully responsible for tax calculations and payments.

6. PAYMENT TERMS

Section 6 discusses your agreement to pay User Fees on SOWs, what happens if a Hiring Entity doesn’t pay, and related topics, as detailed below.

 

6.1 Payment Terms

Expert will track time, expenses and deliverables on a weekly basis through LifeSciHub, and Hiring Entity will pay invoices consistent with the Services Agreement terms.  Hiring Entity acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Hiring Entity to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment.

 

6.2 Disbursements To Experts On Sows

Notwithstanding any other provision of the Terms of Service or the Services Agreement, LifeSciHub at its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of payments or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Expert’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the payments may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the payment is no longer necessary, LifeSciHub will release such hold as soon as practicable.

 

In addition, notwithstanding any other provision of the Terms of Service or the Services Agreement and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet have not received agreed to payments.  You agree that we have the right to obtain such reimbursement.  If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site  and close your Account.

 

6.3 Non-Payment

If Hiring Entity is in “default”, meaning the Hiring Entity fails to pay the Expert Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of LifeSciHub), LifeSciHub will be entitled to the remedies described in the Services Agreement and this Section 6.3 in addition to such other

remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Hiring Entity will be deemed to be in default on the earliest occurrence of any of the following: (a) Hiring Entity fails to pay the Expert Fees when due; (b) Hiring Entity fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Hiring Entity fails to pay an invoice issued to the Hiring Entity by LifeSciHub within the time period agreed or, if no period is agreed, within 30 days; (d) Hiring Entity initiates a chargeback with a bank or other financial institution resulting in a charge made by LifeSciHub for Expert Fees or such other amount due being reversed to the Hiring Entity; or (e) Hiring Entity takes other actions or fails to take any action that results in a negative or past-due balance on the Hiring Entity’s account. If Hiring Entity is in default, we may, without notice, temporarily or permanently close Hiring Entity’s Account and revoke Hiring Entity’s access to the Site , including Hiring Entity’s authority to use the Site to process any additional payments, enter into SOWs, or obtain any additional Expert Services from other Users through the Site. However, Hiring Entity will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Hiring Entity’s

Account as a result of the default. Without limiting other available remedies, Hiring Entity must pay LifeSciHub upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

 

LifeSciHub does not guarantee that Hiring Entity is able to pay or will pay Expert Fees and LifeSciHub is not liable for Expert Fees if Hiring Entity is in default. Expert may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Hiring Entity in the event of a default or may pursue such other remedies against Hiring Entity as Expert chooses. If LifeSciHub recovers funds from a Hiring Entity in default pursuant to this Section 6.3, LifeSciHub will disburse any portion attributable to the applicable Expert to the extent not already paid by Hiring Entity.

 

6.4 No Return Of Funds and No Chargebacks

Hiring Entity acknowledges and agrees that LifeSciHub will invoice Hiring Entity as described in the applicable Services Agreement that the invoice is non-refundable, except as otherwise required by applicable law. Hiring Entity also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Hiring Entity resolve disputes. To the extent permitted by applicable law, Hiring Entity therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Expert Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Hiring Entity initiates a chargeback in violation of this Agreement, Hiring Entity agrees that LifeSciHub may dispute or appeal the chargeback and institute collection action against Hiring Entity and take such other action it deems appropriate.

 

6.5 U.S. Dollars And Foreign Currency Conversion

The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that LifeSciHub currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site.  If foreign currency conversion is required to make a payment in U.S. Dollars and LifeSciHub  does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, LifeSciHub will charge, debit, or credit the User in U.S. Dollars and the User will convert the payment at a foreign currency conversion rate selected by the User. LifeSciHub is not responsible for currency fluctuations that occur when receiving or sending payments.

7. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through LifeSciHub for two years from the date you first identify or meet your Hiring Entity or Expert on the Site, unless you pay a Conversion Fee; violating this Section 7 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

7.1 Making Payments Through Lifescihub

You acknowledge and agree that a substantial portion of the compensation LifeSciHub receives for making the Site available to you is collected through the User Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site (the “LifeSciHub Relationship”). LifeSciHub only receives the User Fee when a Hiring Entity and a Expert pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an LifeSciHub Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of

another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. By way of illustration and not in limitation of the foregoing, you agree not to:

  • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
  • Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
  • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to  solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User.

 

You agree to notify LifeSciHub immediately if a User suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site.

You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2 Opting Out

You may opt out of the obligations in Section 7.1 with respect to each LifeSciHub Relationship only if the Hiring Entity or Expert pays LifeSciHub a Conversion Fee which is 25% of total LifeSciHub Relationship value, which may include more than one SOW in calculating that value.  You understand and agree that if LifeSciHub determines, in its sole discretion, that you have violated Section 7, LifeSciHub or its

Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site , and/or (z) charge you for all losses and costs (including any and all time of LifeSciHub’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

8. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

 

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to LifeSciHub upon request. Nothing in this subsection requires or will be construed as requiring LifeSciHub to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or an SOW. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility

on LifeSciHub’s part to store, backup, retain, or grant access to any information or data for any period.

9. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site  may not always be available or

work perfectly, as detailed below.

 

YOU AGREE NOT TO RELY ON THE SITE, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LIFESCIHUB MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIFESCIHUB DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST LIFESCIHUB WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

10. LIMITATION OF LIABILITY

Section 10 discusses your agreement that LifeSciHub usually will not have to pay you damages relating to your use of the Site  and, if it is, at most it will be required to pay you $2,500, as detailed below.

LifeSciHub is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

your use of or your inability to use our Site; delays or disruptions in our Site; viruses or other malicious software obtained by accessing, or linking to, our Site; glitches, bugs, errors, or inaccuracies of any kind in our Site; damage to your hardware device from the use of the Site;  the content, actions, or inactions of third parties’ use of the Site; a suspension or other action taken with respect to your Account; your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and

feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and  your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL LIFESCIHUB, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF LIFESCIHUB, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY LIFESCIHUB WITH RESPECT TO SOWS ON WHICH USER WAS INVOLVED AS HIRING ENTITY OR EXPERT DURING  THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

11. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that LifeSciHub is not a party to any contract between Users, you hereby release LifeSciHub, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Expert Services provided to Hiring Entity by a Expert and requests for refunds based upon disputes. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This release will not apply to a claim that LifeSciHub failed to meet our obligations under the Terms of Service.

12. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site  or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless LifeSciHub, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site by you or your agents, including any payment obligations or default (described in Section 6.3 (Non-Payment)) incurred through use of the Site; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site; (c) any SOW entered into by you or your agents, including, but not limited to, the classification of a Expert as an independent contractor; the classification of LifeSciHub as an employer or joint employer of Expert; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and LifeSciHub’s agreement about when and how long this Agreement will last, when and how either you or LifeSciHub can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 Termination

Unless both you and LifeSciHub expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to info@LifeSciHub.com. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed. LifeSciHub is not a party to any SOW between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any SOW or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby

instruct LifeSciHub to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) LifeSciHub will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open SOWs, whichever is later, to LifeSciHub for any Site Services or such other amounts owed under the Terms of Service and to any Experts for any Expert Services. Without limiting LifeSciHub’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site , deny your registration, or permanently revoke your access to the Site and refuse if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or LifeSciHub or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without LifeSciHub’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into SOWs with you. You therefore agree as follows: IF LIFESCIHUB DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, LIFESCIHUB HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SOWS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT

STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT LIFESCIHUB WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

13.2 Account Data On Closure

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which LifeSciHub will have no liability whatsoever. LifeSciHub, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

13.3 Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring noncircumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or LifeSciHub from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND LIFESCIHUB

Section 14 discusses your agreement with LifeSciHub and our agreement with you about how we will resolve any disputes,

including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree

to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

 

14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and LifeSciHub or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.  Accordingly, unless you opt out as provided in Section 14.4.4 below, you, LifeSciHub, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with LifeSciHub (including without limitation any claimed employment with LifeSciHub or one of our Affiliates or successors), the termination of your relationship with LifeSciHub, (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any SOW, payments or agreements, any payments or monies you claim are due to you from LifeSciHub or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with LifeSciHub or the termination of that relationship. Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

14.2 Choice of Law

The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Expert located within the United States will be governed by the law of the state in which such Expert resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

 

14.3 Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you and LifeSciHub agree to first notify each other of the Claim. You agree to notify LifeSciHub of the Claim at info@LifeSciHub.com, and LifeSciHub agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and LifeSciHub then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or LifeSciHub, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and LifeSciHub will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

 

14.4 Binding Arbitration And Class Action/Jury Trial Waiver (Does Not Apply To Users Located Outside The United States And Its Territories)

This Arbitration Provision applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, LifeSciHub, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with LifeSciHub ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Services Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.  Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Experts that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Expert is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and LifeSciHub will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Expert will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with LifeSciHub to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with LifeSciHub to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This Arbitration Provision does not apply to litigation between LifeSciHub and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.

 

This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. LifeSciHub will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

 

14.4.2. Interpretation And Enforcement Of This Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and LifeSciHub agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

14.4.3. Right To Opt Out Of The Arbitration Provision

You may opt out of the Arbitration Provision contained in this Section 14 by notifying LifeSciHub in writing within 30 days of the date you first registered for the Site. To opt out, you must send an email to info@lifescihub.com  that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Opting out of this Arbitration Provision will not affect any other terms of this Agreement. If you do not opt out as provided in this Section 14.4.4, continuing your relationship with LifeSciHub constitutes mutual acceptance of the terms of this Arbitration Provision by you and LifeSciHub. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

14.4.5. Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable

15. GENERAL

Section 15 discusses additional terms of the agreement between you and LifeSciHub, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

 

15.1 Entire Agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and LifeSciHub relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though LifeSciHub drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or LifeSciHub because of the authorship of any provision of the Terms of Service.

15.2 Modifications; Waiver

No modification or amendment to the Terms of Service will be binding upon LifeSciHub unless they are agreed in a written instrument signed by a duly authorized representative of LifeSciHub or posted on the Site by LifeSciHub. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.3 Assignability

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without LifeSciHub’s prior written consent in the form of a written instrument signed by a duly authorized representative of LifeSciHub. LifeSciHub may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 Severability; Interpretation

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 Force Majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

15.6 Prevailing Language And Location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

15.7 Access Of The Site Outside The United States

LifeSciHub makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. In order to access or use the Site , you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site  is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site  and your license to use the Site  will be immediately revoked.

15.8 Consent To Use Electronic Records

In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from LifeSciHub or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

 

  1. DEFINITIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms

are defined above, which you can tell because the term is put in quotation marks and bold font.

 

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

 

Hiring Entity” means any authorized User utilizing the Site , including Direct Contract Services, to seek and/or obtain Expert Services, including from another User.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Expert or Hiring Entity; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the

other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Fixed-Price Contract” means an SOW for which Hiring Entity is charged a fixed fee agreed between a Hiring Entity and a Expert, prior to the commencement of an SOW, for the completion of all Expert Services contracted by Hiring Entity for such SOW.

Expert” means any authorized User utilizing the Site , including Direct Contract Services, to

advertise or provide Expert Services to Hiring Entities, including Expert Accounts that are Agency Accounts or, if applicable, Agency Members. A Expert is a customer of LifeSciHub with respect to use of the Site .

“Expert Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Expert, multiplied by the hourly rate charged by Expert); (b) for a Fixed-Price Contract, the fixed fee agreed between a Hiring Entity and a Expert; and (c) any bonuses or other payments made by a Hiring Entity to a Expert.

“Expert Services” means all services performed for or delivered to Hiring Entities by Experts.

“Hourly Contract” means an SOW for which Hiring Entity is charged based on the hourly rate charged by Expert.

“Hourly Invoice” means the report of hours invoiced for a stated period by a Expert for Expert Services performed for a Hiring Entity.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to LifeSciHub, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as LifeSciHub may accept from time to time in our sole discretion.

“Project” means an engagement for Expert Services that a Expert provides to a Hiring Entity under an SOW on the Site.

“SOW” means, as applicable, (a) the contractual provisions between a Hiring Entity and a Expert governing the Expert Services to be performed by a Expert for Hiring Entity for a Project; (b) a Direct Contract as defined in the LifeSciHub Direct Contract Terms

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“LifeSciHub App” means the online platform accessed using LifeSciHub’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users. “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to LifeSciHub, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Expert agrees to create for, or actually delivers to, Hiring Entity as a result of performing the Expert Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.