Materials.Zone Terms of Service

These Terms of Service (the “Terms”) constitute a binding agreement between you (the “User”) and Materials.Zone Ltd., and its subsidiaries and affiliates (collectively, the “Company”). By opening an Account, accessing the Platform or otherwise using the Service (all, as defined below), User affirms its consent to these Terms. If User is acting on behalf of or for the benefit of a corporate entity or other third party, the User represents and warrants that it has the necessary authority to agree to these Terms and to bind such corporate entity or third party to these Terms.

These terms shall govern the use of the Platform and provisions of the other Services made available by the Company, unless otherwise agreed in a separate written agreement between the User and the Company. 

As part of the Services provided, we collect certain information about the User and third parties using the Platform or receiving the Services on User’s behalf. We use and protect that information as described in our privacy policy located at: https://www.materials.zone/privacy/ (the “Privacy Policy”), as may be amended from time to time.  User acknowledges its use of the Services and access to the Platform is subject to the Privacy Policy.

If the User does not agree to these Terms or to the terms of the Privacy Policy, it should not access or use the Platform or receive the Services. In addition, when accessing the Platform, User may be subject to any additional posted guidelines or rules applicable to the specific part of the Platform accessed, as may be modified from time to time. All such guidelines or rules are hereby incorporated by way of reference into these Terms.

As part of the services provided by the Company, User shall be granted a right to access and use the Company’s proprietary on-line platform (the “Platform”) for management, planning, monitoring and execution of experiments (the “Services”). Access is possible only through supported devices as set in the accessibility guidelines on the website of the Company located here: https://www.materials.zone/accessibilityguide/. The Platform includes, inter alia, an application, database, various software, servers, and also including any changes, updates, upgrades, modifications and enhancements made thereto, and any related modules, addons, tools, browser plugins and applications as well as any documentation relating thereto. 

Account

In order to access the Platform and receive the Services, a User must first complete and submit the online registration form as provided for on the Website (the “Account” or “Order Form”). Information provided to the Company in the registration form shall be used in accordance with the Privacy Policy. By submitting a registration form the User represents and warrants that all information that was provided is current, complete and accurate. User shall maintain and update the registration information to ensure that it remains current, complete and accurate. 

User agrees to take all reasonable and prudent steps not to let any other person learn or use the password assigned to it. User also agrees that it will neither register nor use any credentials provided to it for group purposes or as a role account (nor permit the same). Company reserves the right to suspend access to the Platform and the Services without notice for any breach of this undertaking. No service bureau work, multiple-user license or time-sharing arrangement for the use of the Service is permitted.

User is solely responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Platform and all charges related to the same.

The Notebook Section 

The Notebook Section in the Platform is intended to assist the User in management, planning and monitoring of experiments and processes as part of its professional activities. As such, it is clarified that use of the Notebook Section does not guarantee successful or any results and is made completely on User responsibility.

Third-Party Products and Services

Third-Party Products” means products and professional services that are provided by third parties which interoperate with or are used in connection with the Platform. These products and services include, but are not limited to Partners Apps, links made available through the Platform and websites and services which are linked to the Platform.

Third-Party Products are not under our Company’s control. Third-Party Products are provided to you on an “as is, as available” basis and reference or availability thereto does not mean Company endorse, support or provide any warranties with respect to such Third-Party Products.

User Content

User may upload and store certain information and materials (“User Content”) to the Notebook Section and other sections of the Platform, provided that: 

1. User shall be solely responsible for any consent or approval required in connection with uploading and storing such material.

2. User Content does not violate or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others or that is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right.

3. User Content does not violate any law or contract. 

4. User Content does not pose a reasonable threat to personal or public safety.

5. User Content does not contain a virus or other harmful or disruptive component.

User Content uploaded to the Platform shall be owned by the uploading User, unless determined otherwise by such User (the “Owner”). The Platform may enable the Owner to impose certain limitation on any User Content it uploads, including, without limitation, delete, transfer, share or provide access to such User Content. User Content may be designated by the Owner as “Community Content” which will be offered free of charge and other restrictions to all other Users for their use. Use of Community Content is made on its user sole discretion and liability and is provided “as is” without any warranties whether express or implied.

It is clarified that User Content uploaded and stored should be relevant for the intended purpose of the Platform and User shall refrain from uploading any User Content which does not relate to such purpose. User agrees to provide the Company (or a third party on its behalf) the right to transmit, process, use and disclose User Content and other information which we may obtain as part of use of the Platform but only: (i) as necessary to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.

In any event, burden of proof that any User Content does not fall within the abovementioned exclusions shall lay with the User. Company reserves the rights to request reasonable supporting documentation to ensure compliance of the User of this Section, such right not to obligate the Company to request such information, impose any liability on the Company in connection therewith or derogate from User responsibility hereunder. 

User shall be solely responsible to the accuracy, truthfulness and completeness of any User Content. All information contained in the Notebook Section was uploaded by the User or third parties authorized by it. User Content located in the Notebook Section shall be managed by the User only and Company does not assume and disclaims any liability in connection with such management of User Content. Company is not and shall not be responsible for the accuracy, truthfulness and completeness of any User Content and does not take any responsibility or assume any liability for any actions User may take as a result of reading or implementing User Content. 

User is strongly advised to maintain copies or backups to any significant User Content uploaded to the Platform. User confirms that upon termination of its subscription, the Company is permitted to delete all User Content and other information provided to it and associated with User Account. 

As between the Company and the User, all intellectual property rights in and to the User Content uploaded and stored in the Platform is and shall remain the User’s and User’s Collaborators.  “Intellectual Property Rights” shall mean, all rights arising from patents, copyrights, trade secrets, trademarks, service marks, trade names, mask works, applications and other proprietary rights in any jurisdiction, to all (i) inventions, discoveries, works of authorship, know-how, technical information, work product, designs, ideas, concepts, innovations, drawings, schematics, original works of authorship, formulae, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, (ii) any improvements, enhancements or modifications related thereto, all the foregoing, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form, irrespective of whether constituting a commercial, professional or trade secret and irrespective of whether reduced to practice or not.

User acknowledges that the transmission of User Content is subject to the likelihood of human and machine errors, omissions, delays and losses (including but not limited to viruses or inadvertent loss of data) that may give rise to loss or damage and agrees that the Company will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).

Collaborators 

The platform enables its Users to add, remove and manage third party collaborators (the “Collaborators”), create tiered account(s) to assign different privileges to different Collaborators.  Company assumes no responsibility in connection with any Collaborators and/or the privileges assigned thereto by the User. In addition, Company assumes no responsibility with respect to any acts or omission made by any Collaborator, including, without limitation, loss or corruption of data or unauthorized access or disclosure of information. 

Use of Service

Company is only providing the User with the right to access and use the Platform and the Services. Company retains sole and exclusive ownership of and all right, title and interest in and to the (including ownership of all trade secrets, trade dress, copyrights and other intellectual property rights pertaining to the Platform and/or the Services, but not including any User Content) and to all modifications and enhancements thereto, subject only to the rights and privileges expressly granted to User hereunder. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code, including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Platform, the Services and related documentations and/or Company’s website is owned by or licensed to the Company and is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws. Company reserves all rights in and to the Platform and the Services not expressly granted hereunder. 

The Platform and the Services are protected by U.S. and international copyright, patent and/or laws and treaty provisions. User may not use, copy, modify or distribute the Platform and/or the Services (electronically or otherwise), including, without limitation the source code, “look and feel”, layout and/or design of the Platform.

User may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from or otherwise alter the Platform. User may not transfer, lease, assign, rent or sublicense the rights granted to it. 

User must not use the Service to harm others or the Platform and/or the Services. For example, User must not use the Platform to harm, threaten or harass another person, organization or the Company. User must not: (i) damage, disable, overburden, disrupt or impair the Services or access to or use of the Platform;  (ii) resell or redistribute the Platform and/or the Services or any part of it; (iii) use or attempt to use any unauthorized means to modify or gain access to the Platform, other accounts, or Company’s computer systems or networks even if not covered by these Terms; (iv) or use any automated process or service (such as a bot, a spider or periodic caching of information stored by the Company) to access or use the Platform; (v) remove, obscure or alter any proprietary rights notice pertaining to the Platform and/or the Service; (vi) use the Platform to: (a) engage in any unlawful or fraudulent activity or perpetrate a hoax or disseminate false or misleading data; (b) send unsolicited or unauthorized junk mail, spam or unsolicited messages, whether commercial or otherwise; (c) send unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (d) containing any material that encourages conduct that could constitute a criminal offense or (e) that violates the intellectual property rights of third parties or rights to the publicity or privacy of others; (f) store or transmit any End User Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots or spyware; (g) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (h) access the Platform or the Services if User is a direct competitor of the Company or for the purposes of performance, availability, functionality, or for any benchmarking or competitive purposes. 

Company respects the intellectual property of others and will respond to notices of alleged copyright infringement. Therefore, Company reserves the right to delete or disable User Content alleged to violate copyright laws or these Terms and reserve the right to terminate the Account(s) of violators. If User feels that it was subject to an intellectual property right violation, User can contact the Company here contact@materials.zone 

Free Trials 

If User registers for a free trial for any of the Services, Company will make such Services and access to the Platform available to User on a trial basis free of charge until the earlier of (a) the end of the applied free trial period; (b) the start date of any subscription to such Services purchased; or (c) termination of the trial by Company in Company’s sole discretion. Additional terms relating to the free trial period may appear on the trial registration web page and are incorporated into this Agreement by reference and are legally binding. For free trial, the subscription term will be the period during which you have an account to access the free trial.

Fees and Payments 

Effective as of purchasing any subscription of services you shall agree to prepay fees under an Order Form, which will be the same as or shorter than the subscription term as specified in the Order Form (the “Billing Term”). It is clarified that the initial term of your subscription to the applicable subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any) shall be collectively your Subscription Term, including without limitation your free trial period.

The Subscription Fee will remain fixed during the Subscription Term unless you: 1) Upgrade or downgrade your account 2) Purchase additional services from our marketplace.

Payment Against Invoice

In case you are paying by invoice, the Company will invoice you no more than thirty (30) days before the beginning and/or any time of your Subscription Terms and each subsequent Billing Term when fees are payable. All fees amount which is invoiced are due and payable within thirty (30) days from the date that the invoice created, unless stated otherwise on the invoice, and as long as there are no changes in the Order Form.

Payment by Credit Card

In case you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term.  You also authorize us to use a third party to process payments, and approve to disclose your payment information to such third party.

Payment Information 

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. 

Sales Tax

All fees are exclusive of taxes, which the Company will charge as applicable. You agree to pay any taxes applicable to your use of the Service and performance of Professional Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT or sales tax and you represent that you are registered for VAT or sales tax purposes in your member state. At our request, you will provide us with the VAT or sales tax registration number under which you are registered in your member state. If you do not provide us with a VAT or sales tax registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT or sales tax that was charged. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

Professional Services

Company may offer certain professional services to users, which may include experiment management, introduction and other consultation services. Users that wish to receive such services should contact the Company separately. It is clarified that terms and conditions relating to provision of such professional services shall be as set forth in a specific agreement executed between the user and the Company for that purpose. Fees for these Professional Services are in addition to your Subscription Fee. If you purchase Professional Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription. 

Disclaimer of Warranty; Limitation of Liability.

User acknowledges that Company cannot ensure that the operation of, performance of and/or access to the Platform and/or Service will be uninterrupted or error-free. As your exclusive remedy for any material defect in the Service provided hereunder, Company will attempt through reasonable efforts to correct or cure any such reproducible and documented defect that has a material adverse effect on accessing or using the Platform or the Services. In any event, Company will not be obligated to correct any nonconformity or defect (a) if caused by third party’s software or other equipment; (b) if changes were made to the Platform and/or the Services by anyone other than the Company; (c) in case of misuse by User; or (d) failure to report non-conformity promptly after becoming aware of it.

Except as set forth herein, the Platform and the Services are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to these terms. The Company and its affiliates disclaim all liability with respect to 

Third-Party Products. 

To the fullest extent permissible by applicable law, in no event shall the Company, its current or future parent, subsidiaries and affiliates, be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or for any form of direct or indirect, special, incidental, consequential, exemplary or punitive damages based on any causes of action arising out of use of the Platform and/or the Services or any alleged failure of performance, error, omission, interruption, deletion, defect, or delay in service, operation, or transmission of such, or any alleged computer virus, communication line failure, theft or destruction of property, and/or unauthorized access to, alteration of, or use of or posting of any record, content, or technology, pertaining to or on the Platform and/or the Services. 

User agrees that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if the Company has been advised of the possibility of such loss or damage. without limiting the generality of the foregoing, User also specifically acknowledges that the Company is not liable for any actual or alleged defamatory, offensive, or illegal conduct of other users of the websites or any other third parties.

Indemnification. 

User agrees to defend, indemnify and hold harmless the Company from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Platform and/or the Services. The Company reserves the right to take over the exclusive defense of any claim for which it is entitled to indemnification under this section. In such an event, User shall provide the Company with such cooperation as is reasonably requested by the Company.

Confidentiality 

Company is committed to maintaining the confidentiality of User Content. Company will only access and process User Content (a) upon the request of the User or as part of customer support activities; or (b) as otherwise required by applicable law. However, Company may use and disclose aggregated statistical data regarding the use of the Platform and/or the Services and/or User Content provided that no User, client or particular item (protocol, sample, measurement) shall be identified in connection with such statistics.

User are advised that User Content uploaded, whether by the User, a Collaborator or a third party, is deemed to be confidential information and are required to maintain the confidentiality of the foregoing and to disclose such only as authorized by the owner of such information. Disclosure of such Content to a third party or not for the intended purpose may result in breach of confidentiality obligations. Company does not assume liability with respect to breach or unauthorized disclosures made by users.  

Termination; Effect of Termination

Company may terminate or suspend User Account or subscription or access to all or certain features of the Platform at any time, in the event of any breach by of these Terms. Provisions that by their nature survive termination of these Terms shall continue to be in effect according to their terms.  

Following termination or suspension of User Account or its subscription for any reason whatsoever, all non-public User Content posted and/or uploaded to the Platform may be deleted by the Company without the need to retain any back-ups or provide further warnings, subject to the terms and conditions of the Company’s information retention policy as posted from time to time at: https://www.materials.zone/terms/. It is clarified and acknowledged by the User and any Owner that copies of any User Content that was shared with other Users or Collaborators, will remain in such other Users possession and will not be deleted. Company shall have no obligation to delete such information or to contact any such Users or Collaborators in connection therewith.  It is clarified that Community Content shall remain available through the Platform regardless of any termination of its Owner’s User Account or subscription.  

Compliance with Laws

User acknowledge and agree that your access to and use of the Service may be subject to applicable foreign, federal, state and/or local laws, rules and regulations. User agrees to comply with all laws, rules, regulations and/or requirements imposed by any government or regulatory agency on use, transmission and disclosure of any data or information via the Service. You also represent and warrant that any data, media or other content you disseminate through the Service does not violate the intellectual property rights or other rights of any third party.

Governing Law 

Any and all disputes, claims and controversies arising out of or in connection with User Accounts, subscription, the Platform, the Services or otherwise relating to the User engagement with the Company under these Terms shall be governed by and construed exclusively in accordance with the laws of the State of Israel, without giving effect to its conflict of laws provisions.

Miscellaneous 

These Terms and any operating rules for the use of the Platform and the Services and constitutes the entire agreement between the Company and the User with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. Company has the right to modify these Terms from time to time and in such event will notify all users of any such modification by posting a notice on its website. User understands and agrees that continued use of the Service following the posting of such notice indicates User acceptance of any such modifications, which will become a part of These Terms. 

The provisions of these Terms are for the benefit of the Company, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. 

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. 

If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. 

The enforceable sections of these Terms will remain binding upon the parties. 

The section headings used herein are for convenience only and shall not be given any legal import.

Non-English translations of this Policy are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

These Terms were last updated on 4th March 2020. If you would like to compare the previous version, it is available here