Research Foundry Terms of Use Agreement

Research Foundry Terms of Use Agreement

Effective: March 4, 2020
Last Updated: March 4, 2020

Welcome to Research Foundry. The following terms and conditions (the “Terms”) govern all use of the Research Foundry platform and application(s) available through researchfoundry.burstiq.com (collectively, the “Site”) and the services and Content (as defined below) available on or at the Site (the Site, the services, and the Content taken together, the “Service”) by you and any third parties who use your account.  The Site is the property of BurstIQ, Inc. (“BurstIQ”). Use of the Service is offered subject to acceptance of and compliance with all of the terms and conditions contained herein (these “Foundry Terms”) and all other applicable operating rules, policies and procedures of the Service, Site and BurstIQ.  By clicking “I accept” and/or by your use of the Service, you agree and accept all the terms in these Foundry Terms (this “Agreement”).  If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity).

If you do not agree to this Agreement, you may not access or use the Service. THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY.

  1. Services

The Service provides you with the ability to access, display, organize and download Content, and to submit Your Content for publication on the Site. 

“Content” includes any information, data, text, software, scripts, graphics, and interactive features found on the Site, including but not limited to User Content and Your Content. 

“Content License” means any separate data usage license agreement governing access and downloading of Content on the Site.

“User Content” includes Content on the Site that is submitted by other users, including but not limited to new datasets, metadata information, Content License(s), descriptive information for dataset download pages, user guides, and other contributions either originating from the user or originating from a third-party author who gave permission to the user to disseminate on the Site. 

“Your Content” includes Content that you submit to the Site, including but not limited to new datasets, metadata information, Content License(s), descriptive information for dataset download pages, user guides, and other contributions either originating from you or originating from a third-party author who gave you permission to disseminate on the Site.

BurstIQ may, but has no obligation to, monitor, scrub, or verify the accuracy of Content made available on the Site. BurstIQ may remove any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

All Content made available on the Site is the sole responsibility of the user from whom such Content originated, and you access all Content at your own risk. You acknowledge that BurstIQ does not endorse, take responsibility for, or make any representations or warranties for any Content, and will not be liable for (a) any errors or omissions in any Content; (b) any Content format, metadata, or lack thereof; (c) any representations or warranties made in a Content License; (d) any loss of or damage to Content, either in whole or in part, from whatever cause; and (e) any damages or loss you might suffer in connection with your use of any Content.

BurstIQ cannot control and has no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You release BurstIQ from all liability for you having acquired or not acquired Content through the Service. 

  1. General Rules of Conduct

In using the Service, you represent that:

  1. you have read and understood and agree to abide by the Content License applicable to any Content that you access; 
  2. you have read and understood and agree to abide by the Site’s Terms of Use Agreement (https://researchfoundry.burstiq.com/terms-of-use-agreement); 
  3. you have read and understood and agree to abide by the Site’s Privacy Policy (https://researchfoundry.burstiq.com/privacy-policy/); and
  4. You have read and understood and agree to abide by the Site’s Code of Conduct (link).

You shall abide by all applicable local, state, national and international laws and regulations in your use of the Service, including all applicable state and federal antitrust and trade regulation laws, and applicable antitrust/competition laws of other countries. The penalties for violating the antitrust laws can be severe, including treble damages in the U.S., and large fines and imprisonment of individuals found guilty of illegal conduct, and you are solely responsible for these penalties. Additionally, without limiting the foregoing, your use of the Service shall not:

  1. infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity (including BurstIQ);
  2. be unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another’s privacy, or otherwise offensive or unlawful;
  3. reproduce, create derivative works of, reverse engineer or otherwise exploit the Services;
  4. constitute spamming;
  5. cause, introduce into the Service, or otherwise use software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment, or that are designed or intended to damage or obtain unauthorized access to any system, data files or other information of the Site or any third party;
  6. impose an unreasonable or disproportionately large load on the Site (or its third party providers’) infrastructure (to be determined by the Site in its sole discretion);
  7. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or
  8. bypass any measures Site may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).
  1. Registration & Accounts

You must be a registered user of the Site and logged into your account to be able to access and download Content from the Site, and to submit Your Content to the Site, subject to the terms and conditions of this Agreement. You shall provide the Site with accurate and complete registration information and regularly update such information to maintain its completeness and accuracy. Failure to do so may result in immediate termination of your account. BurstIQ reserves the right to refuse registration of or cancel an account in its sole discretion.

You represent and warrant that you are of legal age to form a binding contract. If you are not of legal age to form a binding contract, please contact us at [email protected] for more information on the parental consent process. You must either be of legal age to form a binding contract or have completed the parental consent process to use the Service.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your account password. You shall never use another user’s account without the other user’s express permission. You will immediately notify BurstIQ in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

In having an account on the Service, you acknowledge that:

  1. your first name, last name, organization, and affiliation (“Account Details”) may be searchable by other users;
  2. your Account Details may be recorded when you access Content, and that information can then be viewed by the Administrator of the Content; and
  3. your Account Details may be displayed on the Service in connection with Your Content.
  4. User Requirements & Restrictions

Some Content may be subject to a separate data usage license agreement (“Content License”). By accessing and downloading Content on the Site, you are agreeing to any Content License applicable to such Content. You will be held legally and financially responsible for all damages if you violate any terms and conditions of a Content License or this Agreement.

Unless otherwise specified in a Content License, BurstIQ does not intend for any Content to include Personal Identifiable Information (“PII”) or Protected Health Information (“PHI”), or for use of the Service to create obligations under the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it (“HIPAA”). BurstIQ makes no representations that the Services satisfy HIPAA requirements. If you are or become a Covered Entity or Business Associate, as defined in HIPAA, or you wish to use the Service for any use that involves PII or PHI, you must contact BurstIQ for a separate license governing such use.

The Service may include links from the Site to third-party websites. If you decide to access any of the third-party websites linked to from the Site, you do so entirely at your own risk. BurstIQ does not verify, endorse, make any representations or take responsibility for such third-party websites, and is not liable, directly or indirectly, for any content, services, resources or information available on or through any third-party website.

  1. Content Submissions

The Service provides you with the ability to submit Your Content for publication on the Site. In submitting Your Content to BurstIQ, you represent and warrant that:

  1. Your Content complies in all respects with this Agreement;
  2. Any Content License submitted in connection with Your Content does not conflict with this Agreement;
  3. Your Content does not include, to the best of your knowledge, any fabricated or falsified data;
  4. you have been given all relevant, obligatory, and applicable approvals for publication of Your Content in the format submitted, including but not limited to approvals from any Institutional Review Board and other third parties with whom you have relevant contractual obligations; 
  5. Your Content is void of all identifiable information, such that re-identification of any subjects from the amalgamation of the information available from all of Your Content (across datasets) should not be possible. Specifically, Your Content cannot contain names, addresses, phone numbers, birthdays, social security numbers; credit card numbers; medical record numbers; health plan numbers; other account numbers of individuals; biometric identifiers (fingerprints, retina, voice print, DNA, etc.), or any other information classified as Personal Identifiable Information, Protected Health Information, or Personal Data under any state, federal, or international statute. The only exceptions for when identifiable information is allowed are when: (i) all identified subjects and all required third parties (including any Institutional Review Board and other third parties) have given explicit informed consent allowing the public release of the information in the dataset; or (ii) all identified subjects are deceased and no federal statute explicitly restricts the release of the data (this exception is only for federal records where data is created by a U.S. federal government agency or under a federal contract); and
  6. Your Content, of the submission thereof by you, does not infringe on the intellectual property rights of any other person or entity. 

BurstIQ has the right in its sole discretion to deny publication of Your Content, and to remove Your Content after publication, for any reason or no reason. BurstIQ may, but is not obligated to, review or approve Content before it is made available on the Site; therefore, you are solely responsible for Your Content that is published on or through the Service and all possible confidentiality or other privacy issues that may arise from publication of Your Content on the Site. 

6. Licenses and Permissions to the Site

You grant to BurstIQ all necessary permissions and required licenses to make Your Content available for archiving, preservation and access, within the Site. This includes, without restriction, permission to:

  1. share or re-disseminate copies of Your Content and metadata in a variety of distribution formats according to the standard terms of use of the Site and any applicable Content License;
  2. promote and advertise Your Content in any publicity (in any form) and in the Site;
  3. describe, catalog, and document Your Content;
  4. store, translate, copy or re-format Your Content in any way to ensure its future preservation and accessibility, and improve usability and/or protect respondent confidentiality; and
  5. incorporate metadata or documentation in Your Content into public access catalogues.

You represent and warrant that you are lawfully entitled and have full authority to license to BurstIQ Your Content in the ways described in this Agreement; and you are not under any obligation or restriction created by law, contract or otherwise that would prevent you from entering into and fully performing this Agreement.

None of the above supersedes any prior contractual obligations with third parties that require any information to be kept confidential. Nothing in this Agreement obligates you to disclose information to the Site and BurstIQ if such information is otherwise confidential or proprietary. 

7. Modification of Terms

BurstIQ reserves the right, at its sole discretion, to modify or replace any of the terms in this Agreement at any time without prior notice to users. It is your responsibility to check the Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Agreement constitutes acceptance of those changes.

8. Termination

You have the right to terminate your account at any time. To request account termination, you may notify BurstIQ at [email protected]. BurstIQ may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. 

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  1. WARRANTIES

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ALL CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BURSTIQ DOES NOT WARRANT THAT: (A) THE CONTENT OR USER UPLOADS ARE TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT IN THEIR POSTED FORMS ON THE SERVICE; (B) THE SERVICE WILL BE SECURE; (C) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (E) THE SITE, CONTENT OR ANY USER UPLOADS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE AND ANY CONTENT IS SOLELY AT YOUR OWN RISK.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL BURSTIQ AND ITS AFFILIATES AND LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE OR ANY CONTENT (I) FOR ANY DIRECT DAMAGES, OR (II) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

  1. Indemnification and Release

You will indemnify and hold BurstIQ, and its affiliates and licensors, and each of their respective employees, officers, directors, agents, partners, and representatives, harmless from and against any and all loss, cost, expense, liability, or damage, including, without limitation, all reasonable attorneys’ fees and court costs, arising from (a) your use or misuse of the Service; (b) your access to the Site; (c) your violation of a Content License or this Agreement; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, including but not limited to infringements upon any and all representations made by you in this Agreement. Such losses, costs, expenses, damages, or liabilities shall include, without limitation, all actual, general, special, and consequential damages.

If you are a California resident, you agree to the releases set forth in this Agreement freely and without any inducement or assurance of any nature, and intend it be a complete and unconditional release of all liability to the greatest extent allowed by law, and agree that if any portion of such release is held to be invalid, the balance notwithstanding shall continue in full force and effect. You acknowledges the language of Section 1542 of the California Civil Code (“Section 1542”), to the extent applicable, which provides:

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.

You hereby expressly waive the protection of Section 1542, or similar protections under any other law.  You understand and agree that the released claims or facts in addition to or different from those which are now known or believed by you to exist may hereafter be discovered.  It is your intention to waive fully and release all of the claims that you now have against BurstIQ and the other released parties set forth herein, whether known or unknown, suspected or unsuspected, except as to the released claims that cannot lawfully be released.

  1. Disputes; Governing Law

If there is a dispute between users of the Site, or between users and any third party, you agree that BurstIQ is under no obligation to become involved, including resolving any dispute. If you have a dispute with one or more other users, you release BurstIQ and its affiliates and licensors, and their respective directors, officers, employees, agents, partners, representatives, suppliers, and successors, from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. 

If there is a dispute between you and BurstIQ, you agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado (excluding the conflict of laws rules thereof). All disputes under this Agreement will be resolved in the applicable state or federal courts of the State of Colorado. You consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available. You consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.  You specifically agree that (a) any and all disputes, claims and causes of action arising out of or connected with this Agreement shall be resolved individually, without resort to any form of class action, and exclusively by the applicable state or federal court of the State of Colorado; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but in no event will they include any attorneys’ fees; and (c) under no circumstances will you be permitted to obtain awards for, and you hereby waive all right to claim, indirect, punitive, incidental, and consequential damages, and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.

  1. Integration and Severability

This Agreement is the entire agreement between you and BurstIQ with respect to the Service and use of the Service, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and BurstIQ with respect to the Service (but excluding the use of any third-party software, widgets, and applications that may be subject to a separate end-user license agreement). If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

  1. Miscellaneous

BurstIQ may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect outside the specified terms of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.