BioMADE Member Portal Services User Agreement
1. Introduction
1.1 Contract
When you use BioMADE’s Member Portal you agree to all of these terms. Your use of the Member Portal is also subject to BioMADE’s Privacy Policy, which covers how we collect, use, share, and store your personal information and data.
You agree that by registering, accessing or using any of the services available through BioMADE’s Member Portal, you are agreeing to enter into a legally binding contract with BioMADE (even if you are using our Services on behalf of a company). If you do not agree to this contract (“Contract” or “User Agreement”), do not access or otherwise use our Member Portal. If you wish to terminate this Contract at any time, you can do so by requesting to close your account and no longer accessing or using our Member Portal. You may request to close your portal account by contacting memberportal@biomade.org and indicating that the Subject is regarding “Close my account.”
Member Portal Services
This Contract applies to BioMADE sites, communications and other services that state that they are offered under this Contract (“Member Portal”), including the offsite collection of data for those Services. Registered users of our Member Portal are “Registered Portal Users.” The Member Portal is not available to unregistered users.
BioMADE
You are entering into this Contract with BioMADE (also referred to as “we” and “us”).
This Contract applies to Registered Portal Users.
As a Registered Portal User of our Member Portal, the collection, use and sharing of your personal data is subject to this Privacy Policy and any subsequent updates.
1.2 Registered Portal Users
When you register for a Member Portal account, use the Member Portal account that has been created for you, or log in to access BioMADE’s Member Portal, you become a Registered Portal User.
1.3 Change
We may make changes to the Contract.
We may modify this Contract and our Privacy Policy from time to time. If we make material changes to it, we will provide you notice through our Member Portal, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may request to close your portal account by contacting memberportal@biomade.org. Your continued use of the Member Portal after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.
2. Obligations
2.1 Member Portal Eligibility
In making this Contract, you are making the following promises:
You are eligible to enter into this Contract as a current employee of a BioMADE Member organization.
To use our Member Portal, you agree that: (1) you are a current employee of a BioMADE Member organization; (2) you will only have one BioMADE Portal account, which must be in your real name; (3) your BioMADE portal account will be registered under the email address provided by your employer that uses your employer’s domain and (4) you are not already restricted by BioMADE from using the Member Portal. Creating an account with false information is a violation of our terms.
2.2 Your Account
You will secure your password
You will not share an account with anyone else and will follow our rules and the law.
Registered Portal Users are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account (e.g., connections) and (3) follow the law and our Member Portal Community Standards and Publishing Guidelines, including BioMADE’s expectation that no Member activities conducted through BioMADE Sites, including its Member Portal, shall violate applicable antitrust laws. You are responsible for anything that happens through your account unless you request to close it or report misuse.
As between you and others (including your employer), your account belongs to you. However, because access to the services provided by the Member Portal were authorized by another party for you to use (e.g., user account access is based on membership bought by your employer), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.
Access to the Member Portal is a benefit available to current BioMADE members that are in good standing. Registered Portal Users affiliated with a BioMADE member organization that withdraws its membership or becomes a member out of good standing will have their portal account frozen or closed. Registered Portal Users that end their employment with the affiliated BioMADE member organization will have their account closed upon the termination of employment and are responsible for notifying memberportal@biomade.org of their last date of employment.
BioMADE reserves the right to limit the number of Registered Portal User accounts available to a BioMADE member organization based on its membership tier. BioMADE further reserves the right to stop providing access to the Member Portal and Discussion Boards as a member benefit. BioMADE also has the right to freeze or close Registered Portal User accounts that have been inactive or not been logged into by the Registered Portal User for an extended period of time.
2.3 Notices and Messages
You agree with us providing notices and messages to you through our websites and contact information. If your contact information is out of date, you may miss out on important notices.
You agree that we will provide notices and messages to you in the following ways: (1) within the Member Portal, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date and to use the email address provided by your employer that uses your employer’s domain.
Please review your portal account settings to control and limit messages you receive from us.
2.4 Sharing
When you share information on our Member Portal, others can see, copy and use that information.
Our Member Portal allows messaging and sharing of information in many ways, such as your profile, articles, group posts, uploading/downloading files, links to news articles, job postings, and messages. Information and content that you share or post may be seen by other Registered Portal Users.
Where we have made settings available, we will honor the choices you make about who can see content or information. You can opt-in or opt-out of sharing your email, phone number, and/or physical address with other Registered Portal Users through your account settings. You can also customize your email notification settings for Member Portal and Discussion Board activity. When you post content to the Discussion Boards, you have the option to delete your post if no other comments have been submitted in response to it. If you post content that other users have commented on and want to request the content to be deleted, please contact memberportal@biomade.org.
We are not obligated to publish any information or content on our Member Portal and can remove it with or without notice.
3. Rights and Limits
3.1. Your License to BioMADE’s Member Portal
You own all of the content, feedback and personal information you provide to us, but you also grant us a non-exclusive license to it.
We’ll respect the choices you make about who gets to see your information and content where these visibility settings are available.
As between you and BioMADE, you own the content and information that you submit or post to the Member Portal, and you are only granting BioMADE the following non-exclusive license:
A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish and process, information and content that you provide through our Member Portal and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:
You can end this license for specific content by deleting such content from the Member Portal, or generally by closing your account, except (a) to the extent you shared it with others as part of the Member Portal and they copied, re-shared it or stored it; and (b) for the reasonable time it takes to remove from backup and other systems.
While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.
You and BioMADE agree that if content includes personal data, it is subject to BioMADE’s Privacy Policy.
You promise to only provide information and content that you have the right to share and that does not violate the law nor anyone’s rights (including intellectual property rights).
You and BioMADE agree that we may access, store, process and use any information and personal data that you provide in accordance with, the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding our Member Portal to BioMADE, you agree that BioMADE can use and share (but does not have to) such feedback for any purpose without compensation to you.
You also agree that your BioMADE Registered Portal User profile information will be truthful. BioMADE may be required by law to remove certain information or content in certain countries.
3.2 Member Portal Availability
We may change or end any service offered under or through our Member Portal.
We may change, suspend or discontinue any of our services offered under or through our Member Portal.
We don’t promise to store or keep showing any information and content that you’ve posted. BioMADE is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.
3.3 Other Content, Sites and Apps
Your use of others’ content and information posted on our Member Portal is at your own risk.
Others may offer their own products and services through our Member Portal in accordance with the BioMADE Member Portal Community Standards and Publishing Guidelines, and we aren’t responsible for those third-party activities.
By using the Member Portal, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. BioMADE generally does not review content provided by our Registered Portal Users or others. You agree that we are not responsible for others’ (including other Registered Portal Users’) content or information. We cannot always prevent this misuse of the Member Portal, and you agree that we are not responsible for any such misuse.
3.4 Limits
We have the right to limit how you connect and interact on our Member Portal.
BioMADE reserves the right to limit your use of the Member Portal, including your ability to contact other Registered Portal Users or Members. BioMADE reserves the right to restrict, suspend, or terminate your Member Portal account if you breach this Contract or the law or are misusing the Member Portal (e.g., violating any of the Dos and Don’ts or BioMADE Member Portal Community Standards and Publishing Guidelines, including prohibition of any discussions that may appear to be a violation of applicable antitrust laws).
3.5 Intellectual Property Rights
We’re providing you notice about our intellectual property rights.
BioMADE reserves all of its intellectual property rights in the Member Portal. Trademarks and logos used in connection with the Member Portal are the trademarks of their respective owners. BioMADE and other BioMADE trademarks, service marks, graphics and logos used for our Member Portal are trademarks or registered trademarks of BioMADE.
4. Disclaimer and Limit of Liability
4.1 No Warranty
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
BIOMADE MAKES NO REPRESENTATION OR WARRANTY ABOUT THE MEMBER PORTAL, INCLUDING ANY REPRESENTATION THAT THE MEMBER PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE MEMBER PORTAL (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BIOMADE DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Exclusion of Liability
These are the limits of legal liability we may have to you.
TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS BIOMADE HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT) BIOMADE WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
BIOMADE WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO BIOMADE FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, or (B) US $1,000.
4.3 Basis of the Bargain; Exclusions
The limitations of liability in this Section 4 are part of the basis of the bargain between you and BioMADE and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if BioMADE has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.
5. Termination
We can each end this Contract, but some rights and obligations survive.
Both you and BioMADE may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Member Portal. The following shall survive termination:
Our rights to use and disclose your feedback;
Registered Portal Users’ to further re-share content and information you shared through the Member Portal;
Sections 4, 6, 7, and 8.2 of this Contract;
Any amounts owed by either party prior to termination remain owed after termination.
6. Governing Law and Dispute Resolution
In the unlikely event we end up in a legal dispute, depending on where you live, you and BioMADE agree to resolve it in California courts using California law.
You and BioMADE agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Contract and/or the Member Portal. You and BioMADE both agree that all claims and disputes can be litigated only in the federal or state courts in Alameda County, California, USA, and you and BioMADE each agree to personal jurisdiction in those courts.
7. General Terms
Here are some important details about the Contract.
If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.
This Contract (including additional terms that may be provided by us when you engage with a feature of the Member Portal) is the only agreement between us regarding the Portal Services and supersedes all prior agreements for the Portal Services.
If we don't act to enforce a breach of this Contract, that does not mean that BioMADE has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. There are no third-party beneficiaries to this Contract.
You agree that the only way to provide us legal notice is at the addresses provided in Section 10.
8. Member Portal “Dos and Don’ts”
BioMADE is a community of professionals. This list of “Dos and Don’ts” along with our BioMADE Member Portal Community Standards and Publishing Guidelines limit what you can and cannot do on our Member Portal.
8.1. Dos
You agree that you will:
Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, antitrust laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
Provide accurate information to us and keep it updated;
Use your real name on your profile; and
Use the Member Portal in a professional manner.
8.2. Don’ts
You agree that you will not:
Create a false identity on BioMADE, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), share your account and log-in information with anyone other than yourself, or use or attempt to use another’s account;
Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Member Portal or otherwise copy profiles and other data from the Member Portal;
Override any security feature or bypass or circumvent any access controls or use limits of the Member Portal (such as caps on keyword searches or profile views);
Copy, use, disclose or distribute any information obtained from the Member Portal, whether directly or through third parties (such as search engines), without the consent of BioMADE;
Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer);
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license;
Violate the intellectual property or other rights of BioMADE, including, without limitation, (i) copying or distributing our learning materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word BioMADE or our logos in any business name, email, or URL except as approved by BioMADE;
Post anything that contains software viruses, worms, or any other harmful code;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
Imply or state that you are affiliated with or endorsed by BioMADE without our express consent;
Use bots or other automated methods to access the Member Portal, add or download contacts, send or redirect messages;
Monitor the Member Portal’s availability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Member Portal;
Overlay or otherwise modify the Member Portal or their appearance (such as by inserting elements into the Member Portal);
Interfere with the operation of, or place an unreasonable load on, the Member Portal (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
Violate the BioMADE Member Portal Community Standards and Publishing Guidelines.
9. Complaints Regarding Content
Contact information for complaints about content provided by our Registered Portal Users.
We respect the intellectual property rights of others. We require that information posted by Registered Portal Users be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a policy and process for complaints concerning copyrighted content posted by our Registered Portal Users in the BioMADE Member Portal Community Standards and Publishing Guidelines.
Tell us if you see abusive content. Registered Portal Users have the ability to flag portal content to be reviewed by the moderator or share their concerns by email at memberportal@biomade.org. BioMADE reserves the right to review flagged posts and user concerns based on our standard business operations.
10. How To Contact Us
For questions or concerns about the Member Portal and its content, contact memberportal@biomade.org. For general inquiries, you may contact us at hello@biomade.org or (651) 867-6588. For legal notices or service of process, you may write us at notices@biomade.org.