Science Exchange announces acquisition of OnDeckBiotech
OnDeckBiotech is excited to join the Science Exchange team. Existing users can continue to use the OnDeckBiotech platform and will continue to receive the same level of support. Learn More
Visit Science Exchange

Intro

Welcome to ondeckbiotech.com (the "Site"), the website and services of OnDeckBiotech (collectively "we" or "us"). Our mission is to provide you with access to a global network of your peers and colleagues as well as a platform and services designed to help you conduct business safely and securely with that network. By accessing or joining OnDeckBiotech as a Member, you acknowledge that you have read, acknowledged, and agreed to these Terms of Service and the associated Confidentiality Statement and Privacy Policy and that these constitute a binding agreement between you and OnDeckBiotech ("Agreement").

To Biopharma Companies and members requesting goods or services from other members of the network ("Service Requestor(s)") - We currently offer all aspects of the Service to you free of charge. Although we do intend to continue offering existing components free of charge into the future, we reserve the right to charge for certain components as we continue to build, alter, and amend the Service and its features (e.g. large file storage, advanced project management). Your confidentiality is of utmost importance to us. Please help keep the network secure by always protecting your Account information and by contacting us if you suspect an abuse of the system.

To Service Providers and members providing goods or services to other members of the network ("Suppliers(s)") - We offer the Service to help you identify and establish new business relationships and look forward to helping you accomplish that mission. By joining the network, you agree to and acknowledge our fee structure - joining the network is free; however, you will be subject to a small transaction fee for any new business you establish with any other Members of the network. The successful use of this service by all Members is of utmost importance to the team at OnDeckBiotech; accordingly, these terms of service also include a confidentiality statement to which all members agree and we ask all of our members to respect other users of the service.

Please contact us if you have any questions about the terms.

Terms of Service

1. Site and Services

a. OnDeckBiotech makes the Site available as an online venue for networking and where individuals and organizations seeking ("Service Requestors") contract services and service providers ("Suppliers") can identify each other, interact, evaluate business relationships and transactions, conduct diligence, and manage projects. The Site contains features (collectively the "Service") that enable Service Requestors and Suppliers to do, among other things, the following:

b. No information provided by OnDeckBiotech, including but not limited to contract templates, should be interpreted as any form of professional advice, including but not limited to legal, financial, regulatory advice. Where information is provided through the Service or by OnDeckBiotech, it is provided for informational purposes. Consult your attorney(s) or professional advisor(s) and seek independent advice from a licensed and/or qualified person before taking any action.

c. We do not endorse or guarantee any Members of the network or any services or goods offered by Members of the network. You and your attorney(s) and/or professional advisor(s) assume sole responsibility for all diligence before establishing a relationship or entering into any agreement with any other Member.

d. We reserve the right to monitor Site activity, including as it pertains to Member information and interactions, to ensure compliance with this Agreement and in an effort to help our staff gain insight into the user experience and to plan development efforts that most benefit Members. We represent that this effort will not infringe on your Intellectual Property Rights nor your confidentiality.

e. We reserve the right to change, stop, add limits to, alter, or amend the Service at any time and without notice. Membership categories may extend beyond Service Requestors and Suppliers as the Service is expanded and/or amended.

f. We reserve the right to amend the Agreement and will provide advance notice of thirty (30) days before the amendments take effect. You retain the right to reject the amended Agreement.

g. At times, we will ask for your feedback on the Service or components of the Service. You acknowledge that your doing so grants us permission to incorporate that feedback into the service and is without any obligation for us.

2. Use of Service

a. You do not have to register to access our public site, but you do have to register (create an "Account") for certain aspects of the Service (become a "Member"), such as to create a profile and interact with other Members. You must provide complete and accurate information when creating an Account and registering as a Member. By registering, you acknowledge compliance with all applicable laws, rules, and regulations. Each Member further represents that it is not party to any contracts with any other person or entity that would interfere with or prevent their respective compliance with the terms and provisions of this Agreement.

b. Individuals and companies are eligible to create Accounts and become Members, provided they are able to enter a legally binding contract with us. When you create an account on behalf of a company, you certify that you are legally authorized to represent that company.

c. OnDeckBiotech is not liable for unauthorized access to or use of your Account nor any direct or indirect consequences, losses, or harm that result from unauthorized access to or use of your Account. You are responsible for any and all activity of your Account and agree to: (i) not share information about your Account with any person or entity not authorized to act on behalf of you or your organization; (ii) not access or use another Member's account without express prior permission; (iii) notify us immediately if you suspect unauthorized access to your Account or a breach of information that could contribute to unauthorized access to your or another Member's Account

d. We reserve the right to rescind or suspend access and/or Membership at any time and without notice; our doing so shall not be interpreted as terminating this Agreement.

e. You can opt out of the Service at any time by deleting your Account. You are bound by the terms of this Agreement relating to fees for one (1) year after deleting your Account. You are bound by the terms of this Agreement relating to confidentiality for as long as the obligations set forth in those provisions continue.

3. Service Rules

a. Members are responsible for their interactions through the Service. OnDeckBiotech reserves the right but has no obligation to monitor disputes between Members and assumes no liability for interactions between Members or any Member's actions or failures to act on the Service.

b. Members are expressly prohibited from (i) reposting any information from the Service outside of the Service; (ii) using any automated system (e.g. robots or spiders) that sends more request messages to our servers than a human could in a similar time period using a conventional web-browser (except that revocable permission is granted to public search engines for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) distributing spam, chain letters, or unsolicited communication through the Service; (iv) uploading viruses, worms, invalid data; (v) harvesting personally identifiable information from the Service; (vi) taking any action we deem to impose an unreasonable load on our infrastructure; (vii) attempting to interfere with or compromise our system security or integrity; (viii) impersonating or misrepresenting affiliation with any person or organization; (ix) attempting to hide their identity or misleading other users about their identity; (x) interfering with or attempting to interfere with the proper working of the Service; and (xi) bypassing any of the measures we may use to restrict or prevent access to the Service, including without limitation features that prevent or restrict use of copying of any content or enforce limitations on the use of the Service or content therein.

4. Confidentiality Agreement  

a. In using the Service, a Member ("Disclosing Party") may disclose to another Member ("Receiving Party") certain confidential and proprietary technical, financial, or business information. All Members agree, in accordance with the terms of this Agreement, (i) to keep and hold such information confidential and (ii) to use such information only as it relates to the Service.

b. "Information" is defined as all information that is (i) in the possession of a Member (the "Disclosing Party"), (ii) is not generally available to the public, and (iii) is or has been provided or communicated through the Service to another Member or Members (the "Receiving Party"), whether or not such information is marked as confidential. Information shall include all technical information relating to the structure or manufacture or use of biopharmaceuticals provided by either party, as well as financial or business information including pricing. "Person" is defined as any human being, organization, corporation, partnership, joint venture, association, labor organization, legal representative, federal, state, local or foreign governmental agency, court authority or other legal entity whatsoever.

c. Subject to all provisions of this Agreement, the Receiving Party shall, during the term of this Agreement and for a period of seven (7) years thereafter, keep completely confidential and not use directly or indirectly for any purpose other than utilizing the Service, or publish or otherwise disclose, any Information, except to those of its directors, officers, employees, advisors or representatives (collectively, "Representatives") with a need to know and who expressly agree to be bound by the terms of this Agreement; provided, however, that the Receiving Party may disclose such Information to the extent such disclosure is:

d. The obligations imposed hereunder shall not apply to Information:

e. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information disclosed to the Receiving Party. All disclosed Information shall remain the property of the Disclosing Party and shall be returned by the Receiving Party to the Disclosing Party upon written request. The rights and obligations of the parties under this Agreement shall survive any such return or destruction of Information.

f. Neither the Disclosing Party nor the Receiving Party, nor any of their respective Representatives, may without the prior written consent of the other party, disclose to any other Person (including, without limitation, by issuing a press release or otherwise making any public statement) the fact that the Information has been made available to the Receiving Party, the fact that discussions or negotiations are taking place, or any of the terms, conditions or other facts with respect thereto (including the status thereof).

g. All Members agree that the unauthorized use or disclosure of any material Information by the Receiving Party in violation of this Agreement may cause severe and irreparable damage to the Disclosing Party that will not be adequately compensated by monetary damages. In the event of any violation of this Agreement, the Receiving Party agrees that the Disclosing Party may be entitled to equitable relief if it meets the burden in the jurisdiction as well as other available remedies.

5. User Content

a. Members control the information available on their profile and to other Members of the service. Some aspects of Service will allow Members to post, upload, link to, or otherwise make available information ("User Content"). Members retain ownership of all User Content. OnDeckBiotech reserves the right to exercise rights to User Content per the User Content License Grant

b. Each Member affirms, represents, and warrants, to the best of its knowledge, that its User Content (i) does not violate or infringe upon any laws, contractual or fiduciary relationships, or third party rights (including but not limited to IP or privacy); (ii) is accurate and current; and (iii) can be disclosed and displayed to other users of the Service.

c. Each Member agrees not to post anything that (i) contains any information or content which it does not have a right to make available under any law or under any contractual or fiduciary relationships; (ii) violates third-party rights, including but not limited to Intellectual Property Rights, or contains any illegal information, including but not limited to trade secrets; or (iii) is malicious, offensive, obscene, intended to cause harm, or risks causing harm (physical, mental, etc.) to anyone else.

d. We reserve right, but are not obligated to, reject and/or remove any User Content. We take no responsibility or assume any liability for User Content.

6. User Content License Grant  

a. OnDeckBiotech is granted rights to User Content to (i) provide and/or improve upon our Service(s) and (ii) monitor, report, and analyze on aggregated Service utilization and activity; (iii) monitor, report, and analyze and industry news, events, and trends; and (iv) monitor compliance with this Agreement.

b. When uploading User Content, you represent that you have right to grant us a transferable, sublicensable, no royalty, no fee, non-exclusive, perpetual, irrevocable, worldwide license to use, Edit, reproduce, modify, distribute, and make derivative works using that content. We represent that our use of User Content will not infringe on your Intellectual Property Rights nor your confidentiality. You also hereby grant each Member of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

c. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that OnDeckBiotech may retain, but not display or distribute server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Service does not provide you a means to delete or remove are perpetual and irrevocable.

7. End User License Grant

a. Subject to all terms and conditions of this Agreement, Members are granted revocable license to use the Service.

b. We retain ownership of all materials, information, and Intellectual Property related to the Service except User Content. No right is granted to rent, sell, lease, modify, or creative derivative works through this Agreement. No use is permitted unless expressly granted by us.

c. OnDeckBiotech retains all rights not expressly granted in this Agreement

d. OnDeckBiotech reserves the right to terminate the Agreement at any time.

8. Paid Services  

Please note: for organizations becoming members of OnDeckBiotech on or after January 29, 2014, the base transaction fee will be 3%-6% as described below. All members of OnDeck prior to January 29, 2014 will continue to be subject to the 2%-4% transaction fee. Please contact us directly with any questions.

a. Certain aspects of the Service are free and certain aspects are paid. By creating an Account, you agree to be bound by payment terms of the paid components.

b. Any product, good, professional, consulting, or service transaction ("Transaction") between Members of the Service is subject to a 3-6% fee payable to OnDeckBiotech by the Supplier, regardless of whether the transaction was executed on the Service or by directly employing components of the Service or whether final communication leading to the transaction was conducted using the Service. All Members agree not to take any action in attempt to circumvent this fee, including by using the Service to identify potential Transaction opportunities for pursuit outside of the Service.

c. Responsibility - The Member receiving payment in a Transaction, whether an individual or company, (the "Supplier") is responsible for payment of the fee. The Member receiving the goods or services in exchange for payment, whether and individual or company, (the "Service Requestor") is not subject to a transaction fee owed to OnDeckBiotech. The Suppler is required to notify OnDeckBiotech of all payment terms of its agreement with the Service, including cash and non-cash considerations, within fourteen (14) days of entering the agreement with the Service Requestor. All information must be accurate, complete, and current. The Supplier agrees to pay the OnDeckBiotech fee not more than thirty (30) days following their receipt of payment from the Service Requestor. Responsibility extends through the life of this Agreement, which may extend beyond the deletion of an Account or suspension of Member access. With respect to this information provided to OnDeckBiotech, OnDeckBiotech agrees that it is a Receiving Party under the confidentiality terms set forth in this Agreement.

d. Fee Structure

e. Exceptions

f. We retain the right to audit Member interactions and Transactions on the Service and documents related to Member transactions outside of the Service for the purpose of ensuring compliance with the fee structure outlined in the Agreement.

g. You are not entitled to any refunds after cancelling your Account or if we suspend or revoke your Membership.

h. You are responsible for the payment and reporting of all taxes and fees to which the Transaction is subject.

i. OnDeckBiotech reserves the right to add new services for additional fees and charges or amend fees and charges for existing services in the future. Unless specifically agreed otherwise, all other terms of this Agreement will apply.

9. Security  

We have implemented technical and organizational measures designed to secure the Service and your User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Content for improper purposes. You acknowledge that you provide your User Content at your own risk. Please contact us if you have any questions or concerns.

10. Links

OnDeckBiotech has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by OnDeckBiotech of the site. Use of any such linked web site is at the user's own risk.

11. General

a. Limitation - In no event shall OnDeckBiotech or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on OnDeckBiotech's Internet site, even if OnDeckBiotech or an OnDeckBiotech authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

b. NO WARRANTY - THE MATERIALS ON ONDECKBIOTECH'S WEB SITE ARE PROVIDED "AS IS". ONDECKBIOTECH MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WRRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, ONDECKBIOTECH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS INTERNET WEB SITE OR OTHERWISE RELATING TO SUCH MATERKIAS ON ANY SITES LINKED TO THIS SITE.

c. Indemnity - You agree to defend, hold harmless and indemnify OnDeckBiotech from and against any and all losses, costs, expenses, damages or other liabilities incurred by OnDeckBiotech arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against OnDeckBiotech: (a) in connection with your use of the Site including any payment obligations incurred through use of the Site; or (b) resulting from: (i) your use of the Site or Service; (ii) your decision to supply information via the Site; (iii) your decision to submit requests for service and accept proposals from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Site; (viii) any act or omission of yours with respect to the payment of fees to any Supplier; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Supplier. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

d. Revisions and Errata - The materials appearing on the Site could include technical, typographical, or photographic errors. We do not warrant that any of the materials on its web site are accurate, complete, or current. We may make changes to the materials contained on its web site at any time without notice. We do not, however, make any commitment to update the materials.

e. The validity, interpretation, performance and enforcement of this Agreement will be governed by the laws of the State of Delaware, without regard to its choice of law provisions. Except with regard to actions to enforce the confidentiality provisions set forth in Section 4, any dispute arising out of this Agreement is subject to mandatory, binding arbitration. The arbitration will be held in Wilmington, Delaware according to the rules of the American Arbitration Association. With regard to actions to enforce the confidentiality provisions set forth in Section 4, the Disclosing Party and Receiving Party hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for such actions and agree not to commence any action, suit or proceeding to enforce the confidentiality provisions set forth in Section 4 except in such courts.

f. Entire Agreement / Severability - If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.