PLEASE READ THESE “TERMS OF SERVICE” (“TERMS”) CAREFULLY BEFORE CREATING
AN ACCOUNT, POSTING A PROJECT, OR RESPONDING TO A POSTED PROJECT. THESE TERMS
OF THIS SITE CONSTITUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE FOLLOWING TERMS
AND AN INDICATION OF YOUR UNDERSTANDING OF THEM. IF YOU DO NOT AGREE TO THESE
TERMS, USE OF THIS SITE IS PROHIBITED.
Terms of Service
Last Updated on August 4th, 2017
This Site (defined below) is offered by Scilancer as an online marketplace
platform that enables Buyers (defined below) of professional services to post
projects and enter into transactions with providers of professional services
(Sellers, as defined below) with respect to certain projects as posted by Buyers
(each a “Project”), and to handle invoicing and payment related thereto
(collectively, the “Services”).
The Definitions below explain some of the terminology used in these Terms is listed below.
"Scilancer" refers to Scilancer, LLC and to each of its subsidiaries
The words "You" and "Your" refer to Users, including corporations or other
business entities, and their agents, and to individuals using this Site for
personal business, respectively and as applicable.
"We," "Our" and other first person pronouns refer to Scilancer.
"Site" means silencer.com, and its associated websites, applications, API,
software, plug-ins, links, and other related elements, but does not include
third-party web sites not maintained or sponsored by Scilancer.
"Buyers" create profiles, post projects, search for Sellers, communicate
with Sellers, negotiate with Sellers, award projects to Sellers, manage
projects, leave feedback for Sellers, and pay Sellers.
"Sellers" create profiles, advertise capabilities, submit quotes, negotiate
with Buyers, obtain project awards, invoice, obtain feedback from Buyers,
and receive payment from Buyers.
"User" and "Registered User" refers to a Buyer or Seller who has registered
an account via the Site. We provide Users with certain services described
in, and subject to, these Terms. We may add, delete or modify some or all
of such Services at any time at our sole discretion with reasonable notice
posted on the Site.
Eligibility. To access our Services through our Site, you must be
a legal entity in good standing or an individual of eighteen (18) years of
age or older who can form legally binding contracts. To become a Registered
User, you must accept all of the terms and conditions in, incorporated by
reference in, and linked to, these Terms. By becoming a Registered User,
you agree to: (1) abide by the Terms of Service and the processes, procedures,
and guidelines described throughout the Site; (2) be financially responsible
for your use of the Site and the purchase or delivery of Project services;
and (3) perform your obligations as specified by any Project agreement that
you accept, unless such obligations are prohibited by law or by the Terms.
Scilancer reserves the right, in its sole discretion, to refuse, suspend,
or terminate these Terms and/or the Services to anyone.
Registration. To become a Registered User and to access Services
you must register for a user account (“Account”). You agree to provide
true, accurate and complete information as prompted by the registration
form and all forms you access on the Site, and to update this information
to maintain its truthfulness, accuracy and completeness.
Accounts and Profiles. Once you have registered with the Site as
a Registered User, the Site will create your Account with Scilancer and
associate it with an account number.
Username and Password. During registration, you will be asked to
choose a username (“User Name”) and password (“Password”) for the Account.
As a Registered User, you agree and you are entirely responsible to safeguard
and maintain the confidentiality of the username and password you use to
access this Site. You authorize Scilancer to assume that any person using
the Site with your username and password is you or is authorized to act
for you. You agree to notify us immediately if you suspect any unauthorized
use of the Account.
With respect to your User Name and Password used to access this Site, then:
You agree to use the Site solely for legitimate purposes.
When registering for a User Name, you agree that you will use
only accurate and truthful information about yourself and you
will not imitate any other person or assume a false identity.
You agree not to share your User Name or Password with any other person.
You agree to immediately notify us of any unauthorized use of your
Password, User Name or the Site, or any other breach of security.
You agree to assume and bear full responsibility for all risks
arising out of the use of the Site by you and any other person
using your User Name or Password.
3. Relationship between Users and Scilancer
General. Scilancer is not a party to the dealing, contracting and
fulfillment of any Project between a Buyer and a Seller. Scilancer has no
control over and does not guarantee the quality, safety or legality of any
services performed or deliverables created, advertised, the truth or accuracy
of project listings, the qualifications, background, or abilities of Registered
Users, the ability of Sellers to perform services, the ability of Buyers to
pay for services, or that a Buyer or Seller can or will actually complete
a Project. Scilancer is not responsible for and will not control the manner
in which a Seller operates and is not involved in the hiring, firing,
discipline or working conditions of the Seller. All rights and obligations
for the purchase and sale of services or other deliverables are solely
between a Buyer and a Seller. Scilancer will not provide any Seller with
any materials or tools to complete any Project. Buyers and Sellers must look
solely to the other for enforcement and performance of all the rights and
obligations arising from Project Agreements (defined below) and any other
terms, conditions, representations, or warranties associated with such dealings.
Third-Party Beneficiary of Project Agreement. Buyer and Seller each
acknowledges and agrees that the value, reputation, and goodwill of the Site
depend on their performance of their covenants and agreements as set forth
in their agreement concerning a Project (each a "Project Agreement"). Buyer
and Seller therefore appoint Scilancer as a third-party beneficiary of their
Project Agreement solely for purposes of enforcing the obligations owed to,
and the benefits conferred on, Scilancer by these Terms of Service. Buyers
and Sellers further agree that Scilancer has the right to take such actions
with respect to the Project Agreement or their Accounts, including without
limitation, suspension, termination, or any other legal actions, as Scilancer
in its sole discretion deems necessary to protect the value, reputation, and
goodwill of the Site.
Agency. These Terms and any registration for or subsequent use of
this Site by any Registered User will not be construed as creating or
implying any relationship of agency, franchise, partnership or joint
venture between you and Scilancer, except and solely to the extent expressly
agreed in writing by Scilancer.
4. Billing and Payment Services
General. The Scilancer Site issues invoices on behalf of Sellers
based on a signed contract (the "Contract") and enables Buyers to make
payments for services. A Seller and Buyer must sign Contract for each
and every Project. The Seller must provide Scilancer with a list of items,
including, but not limited to, payments required and description
of Project(s), to be included on the Contract ("Contract Details").
Such Contract Details will not be final until and unless such Seller
and Buyer has confirmed the accuracy of the Contract Details by electronic
signature or waived the right to review the Contract Details. If a Seller,
or Buyer waives his, her or its right to review the Contract Details,
all items in the Contract Details will be included on the invoice (the
"Invoice") as received by Scilancer. When a Seller completes a Project
for a Buyer, or some other Contract obligation is met, the Seller will
request Payment for Invoice via the Site. Scilancer will submit the Invoice
to the Buyer and the Buyer shall submit the payment specified in the
Invoice to Scilancer.
Payment. Payments will be handled via a third-party provider (the
"Processor"). When a Buyer makes a payment through the Processor service,
the Processor will deduct and pay to Scilancer the appropriate Service Fee
due Scilancer as described on the Site (the "Service Fee"), and will deliver
the remainder of the Payment to the Seller. Changes in the Service Fee
will be posted on the Site and/or notice will be sent to Users via email.
It is each User’s sole responsibility to provide accurate payment information
(account numbers, etc.) to facilitate Payments, and to keep such information
current. Scilancer does not store financial information, but the Site will
transmit any such information to the Processor to facilitate Payment.
Scilancer is not responsible for such information once it is transmitted
to Processor. Processor will charge a processing fee ("Processing Fee") for payouts
to international bank accounts that will be deducted from the net amount
of Payment paid to Seller.
Autopay. By subscribing for autopay, you authorize Scilancer and
its Processor to charge your credit card or bank account (as appropriate)
for any Invoice Payments as they come due.
Invoice Disputes. If a Buyer reasonably disputes any Invoice,
the Buyer will pay all undisputed amounts within the time frames specified
above and the parties will cooperate to verify any disputed amounts. Any
Invoice amounts reasonably disputed by a Buyer will not be payable to
a Seller until such dispute is resolved. Processor’s obligation to pay
any Payment (less applicable Service Fee) is expressly conditioned upon:
(a) Scilancer's receipt of Payment from the applicable Buyer and (b)
resolution of all outstanding disputes with respect to such Invoice
No Refunds of Service Fee. The Service Fees paid to Scilancer and
the Processing Fees paid to Processor are not refundable under any circumstances
– even if Seller agrees to refund some or all of a Project fee to Buyer.
Legal Relationship. Scilancer is not directly involved in the Payment
process, and is not your agent with respect to any funds that have been
transferred. Each Seller must properly discharge and credit Buyers for
all payments that Processor makes to such Seller in respect of services
provided to such Buyers. Processor acts as a payment provider by creating,
hosting, maintaining, and providing the Payment as described herein. Neither
Scilancer nor Processor have any control over the services invoiced or paid
for with the Payment. Additionally, Scilancer does not control whether
Buyer or Seller will actually complete the underlying transaction. Scilancer
is not responsible in any way for the timeliness or accuracy of the Invoices
or the timeliness, accuracy, completion or workmanship of any work product
produced by a Seller as a result of an awarded Project. Nothing in these
Terms will be deemed to constitute Scilancer as your agent with respect
to any service purchased and sold by Registered Users through the Site,
or expand or modify any warranty, liability or indemnity stated in these
Terms. You expressly acknowledge that (a) Scilancer is not acting as a
trustee or a fiduciary of Buyers or Sellers and that the Services are
provided to Registered Users administratively; (b) Scilancer is not a
"financial institution" as defined under the Bank Secrecy Act and the
Processor's services are payment services rather than a banking services;
(c) SCILANCER IS NOT A BANK AND ANY PAYMENTS TRANSFERRED VIA THE PROCESSOR
ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
You further expressly acknowledge that the Processor is a separate entity
from Scilancer, and that Scilancer has no control over any acts or omissions
of such Processor. Transactions involving the Processor will be governed
exclusively by their terms
policies of the Processor.
Authorized Payments are Final. You agree to pay for all Invoice
amounts and authorize Processor to charge to your credit card, bank account,
or similar account for the Payments. Such Payments, once authorized, are
final. When a Buyer’s acceptance of Seller’s services has occurred: (i)
Scilancer shall have no further liability to any party with respect to
Payment for such services, (ii) Buyer acknowledges that Scilancer has
provided a complete service in respect of the Payment made by Buyer for
the Invoice, as applicable and (iii) Buyer hereby releases Scilancer
from any and all liability with respect to such Payment.
Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs.
Scilancer reserves the right to seek reimbursement from you, and you will
reimburse Scilancer, if Scilancer discovers a fraudulent transaction,
erroneous or duplicate transaction, or if Scilancer receives a charge
back or reversal from any Buyer’s credit card company, bank, or other
account for any reason. You agree to and acknowledge Scilancer’s right
to investigate any and all transactions for fraud. Further, you agree
to cooperate with any reasonable requests made by Scilancer in an effort
to investigate fraud. You agree that Scilancer has the right to obtain
such reimbursement by charging your Account, deducting amounts from future
transfers, charging your credit card or any bank account associated with
your Account, or obtaining reimbursement from you by any other lawful means,
including using a third party collection agency. Failure to pay for
reimbursements of a charge back or a reversal of payment is cause for
termination of your Account.
Currency. All Payments will be made in US Dollars and therefore
Scilancer is not responsible for currency fluctuations that occur when
billing or crediting a credit or debit card denominated in a currency
other than US Dollars, nor is Scilancer responsible for currency fluctuations
that occur when receiving or sending payment via wire transfer, check
or automated clearinghouse to and from your bank account, credit card
account or other account.
Exclusivity and Non-Circumvention. Buyers agree to use Scilancer's
Processor to make all payments to Sellers related to a Project posted
on the Site. You also agree not to take any action directly or indirectly
to circumvent this obligation, the Service Fee, or any associated fees.
As a Seller, you agree to use Scilancer’s Payment Processor to receive
all Payments from Buyers for Projects identified through the Site. Additionally,
you agree not to circumvent this obligation, the Service Fee, or any
Notification. As a Buyer, you agree to notify Scilancer immediately
if your Seller solicits payment from you outside the Site for a Project
posted on the Site. As a Seller, you agree to notify Scilancer immediately
if your Buyer seeks to pay you outside the Site for a Project posted on
the Site. If you are aware of a breach of the foregoing prohibitions, or
any potential circumvention of these obligations, submit a confidential
report to Scilancer at: firstname.lastname@example.org.
Taxes. Registered Users are responsible for payment and reporting
of any taxes. Scilancer is not obligated to determine the applicability
of any taxes or to remit, collect or report any such applicable taxes.
You agree that you will abide by any and all applicable state and federal
tax statutes, regulations and common law. In the event Scilancer receives
a notice of non-compliance with any such statute, regulation or common law,
including, without limitation, an Internal Revenue Service levy, Scilancer
will deem such receipt a breach of this section and will suspend your
Account until Scilancer receives an Internal Revenue Service release.
You will indemnify Scilancer for any taxes, fees, and related expenses
Scilancer is forced to pay. If sales tax or VAT is required to be collected
and/or paid in connection with a Project, it is the responsibility of
Users to collect and pay such tax, and to include such tax in the Contract.
5. User Acknowledgments, Representations & Warranties
Acknowledgements. You agree and acknowledge that (1) Scilancer
is not providing legal services to you, (2) Scilancer will not advise
you regarding any legal matters and (3) if you desire to have legal counsel,
you will seek independent legal counsel licensed to practice law in your
jurisdiction and not rely on Scilancer for any such counsel.
Registered User Representations and Warranties. All Registered Users
represent, warrant, and agree:
not to grant access to an Account to anyone other than the User
(if an entity, to persons authorized to act on behalf of the
Registered User and only in accordance with these Terms of Service).
to be fully responsible and liable for any action of any user
who uses your Account.
not to use your Account, username, or password of another Registered User.
not to allow any third party who is not authorized to do so
to use your Account at any time.
not to use any device, software or routine, including but not
limited to any viruses, Trojan horses, worms, time bombs, robots
or denial-of-service attacks, intended to damage or interfere
with the operation of the Site or any transaction being conducted
through the Site.
not to intercept or expropriate any system, data or personal
information from the Site.
not to take any action that imposes an unreasonable or disproportionately
large load on the Site infrastructure, including but not limited
to "spam" or other such unsolicited mass emailing techniques.
that it has the right and authority to enter into the Terms and
to transact business hereunder.
that they are using the Site solely for the purpose of entering
into a bona fide business transaction with other Registered Users.
that they will not use the Site or its services to defraud or
mislead any person or entity, including without limitation Scilancer
or any Register User.
that they will not use the Site to violate any law or regulation
of the United States of America or any international law or treaty.
that they are not a resident national of, or, an entity located
in any country subject to economic sanctions imposed by the government
of the United States of America.
that they are not currently and have never been listed as a Specially
Designated National by the United Stated Department of Treasury's
Office of Foreign Assets Control ("OFAC").
that they will not use the Site in connection with any "prohibited
transaction" as defined under the Cuban Assets Control Regulations,
31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R.
Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538;
Former Liberian Regime of Charles Taylor Sanctions Regulations,
31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R.
Part 537; Foreign Assets Control Regulations as they relate to
North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any
other law, regulation or executive order of the United States of America.
Compliance with Local Law. Scilancer operates from its Headquarters
in Dallas, Texas, USA. However, this Site may be operated from the Headquarters,
from any of Scilancer's servers, divisions and affiliates located around
the world, or hosted on our behalf by any third party. Some aspects of
the Site are not available in each and every country. When in doubt, contact
Scilancer to determine precisely what is available to you. Scilancer makes
no warranty or representation that materials on this Site are appropriate
or available for use in all locations around the world from which it may
If any of these Terms would not be enforceable under the local laws of the
location from which the Site is being viewed, that term shall be severable
from this agreement and the remainder of this agreement shall be remain in
full force and effect. The failure of Scilancer to exercise or enforce any
right or provision of these Terms shall not constitute a waiver of such
right or provision. Viewing this Site from countries, if any, in which
its content is unlawful is strictly prohibited and constitutes a violation
of these Terms. You are responsible for compliance with applicable local laws.
The United States and other governments regulate the import and export of
products and information. You agree that, to the extent such laws are
applicable to you or the transaction you wish to effect with Scilancer,
you will comply with all such import and export laws and regulations and
that you will not import, export or re-export products or services purchased
or sold through the Site to countries or persons prohibited under applicable
import and export control laws. By registering an Account, you are representing
to us that you are not in a country where such import/export is prohibited
or are a person or entity to which such import/export is prohibited. You
are responsible for compliance with the laws of your local jurisdiction
regarding the import, export, or re-export.
Unacceptable Uses of the Site. You are specifically prohibited from
using our Sites or Content: (a) for any unlawful purpose; (b) to solicit
others to perform or participate in any unlawful acts; (c) to violate any
international, federal, or state regulations, rules, laws, or local ordinances;
(d) to infringe or violate our intellectual property rights or the intellectual
property rights of others; (e) to harass, abuse, insult, harm, defame,
slander, disparage, intimidate, or discriminate based on gender, sexual
orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information; (g) to upload or transmit
viruses or any other type of malicious code that will or may be used in
any way that will affect the functionality or operation of our Sites,
other websites, or the Internet; (h) to collect or track the personal
information of others; (i) to spam, phish (email fraud), pharm (web traffic
redirection fraud), pretext, spider, crawl, or scrape; (j) for any obscene
or immoral purpose; or (k) to interfere with or circumvent the security
features of our Sites, other websites, or the Internet. We reserve the
right to terminate your use of our Sites for violating any of the prohibited uses.
6. Information and Intellectual Property
Trademarks. The trademarks, trade names, trade dress service marks
and logos (the "Trademarks") used and displayed on this Site are registered
and unregistered Trademarks of Scilancer and others. Unless otherwise stated
on the Site, nothing on this Site should be construed as granting, by
implication, estoppel, or otherwise, any license or right to use any
Trademark displayed on the Site, without the written permission of Scilancer
or any third party that may own the respective Trademarks. Except as expressly
indicated on the Site, the name of Scilancer may not be used in any way,
including in advertising or publicity pertaining to distribution of materials
on this Site, without prior written permission from Scilancer.
Your Use of Copyrighted Material on this Site. The text, Trademarks,
logos, images, graphics, photos, video files, application functionality,
or any other digital media, and their arrangement on this site ("Content")
are all subject to patent, trademark, copyright and other intellectual
property protection. The copyright in the arrangement of and or components
of all material provided on this Site by Scilancer, including, without
limitation, all Site Content is held by Scilancer or by the original
creator of the material. Scilancer grants you a limited, non-exclusive
and non-transferable license to use and display the materials on this
Site only for the bona fide non-commercial purposes associated with your
interaction with the Site. The license includes the right to print such
materials but only for the stated non-commercial uses. Unless otherwise
stated, you have no right to copy, display, reproduce, download, distribute,
modify, edit, create derivative works, reverse engineer, decompile any code,
script, or software forming the Site, alter or enhance the materials in
any manner, including, but not limited to, electronic, mechanical, photocopying,
recording, or otherwise, without the prior written consent of Scilancer
or the copyright owner. This license terminates automatically and without
notice if you violate any of these Terms. Upon termination, you must destroy
any downloaded or printed materials obtained from this Site. Scilancer
reserves all other rights not expressly granted by this License.
Confidential or Proprietary Information. Scilancer strives to provide
the public with broad access to information about its products and services.
In doing so, it is not Scilancer's intention to waive any intellectual
property rights, including, without limitation, trade secrets, Scilancer
may have in information on this Site under applicable laws. Scilancer has
policies and procedures in place that are designed to prevent the disclosure
on this website of information that Scilancer considers to be confidential
or proprietary trade secret information. However, if at any time you obtain
confidential or proprietary trade secret information from this Site that
may have been inadvertently disclosed by Scilancer, you agree to act in
good faith to recognize and respect the confidentiality of such information
and you agree not to keep, make use of, or disclose any confidential or
trade secret information you may obtain from this Site to anyone else and,
after providing notice to Scilancer, you agree to immediately destroy any
copies of the information, in any form, in your possession.
User Posts. If you post Projects or upload comments or any other
content on the Site, then the following additional terms are applicable
to your use and are hereby accepted by you. You understand that all information,
content, text, data, messages or other materials, whether posted to the Site
or privately transmitted (“Material”) are the responsibility of the person
from which the Material originated. You are responsible for all Material
that you post, transmit or otherwise make available on the Site or to
others. You acknowledge and agree that you must evaluate and bear all
risks associated with the use of any Material, including any reliance
on the accuracy or completeness of Material. By posting Material to the
Site, you grant to Scilancer an irrevocable, fully transferable, royalty-free
license to use and any all such Material.
Scilancer does not control this Material and therefore does not guarantee
the accuracy, integrity or quality of the Material. Scilancer will not be
liable in any way for any Material, including but not limited to, any
errors or omissions in the Material, or for any loss or damage of any
kind incurred as a result of the use of any Material posted, transmitted
or otherwise made available on the Site.
While Scilancer does not and cannot review every communication or information
posted or transmitted by you or others to the Site or to others and is not
responsible for the content of these messages, Scilancer reserves the right
to delete, move, or edit Material that it, in its sole discretion, deems
outside the scope of content that is acceptable for display on the Site,
abusive, defamatory, obscene, in violation of copyright or trademark laws,
inaccurate, deceitful or otherwise unacceptable.
You agree that you will not use Material to:
You acknowledge and agree that Scilancer may disclose any Material, and
the source or owner of any Material, if required to do so by law or legal
process, to enforce the provisions of these Terms, or protect the rights
of Scilancer, its users, agents and/or affiliates.
harass, stalk, threaten or otherwise violate the legal rights
(including right of privacy and right of publicity) of others;
transmit or otherwise make available any Material that you do
not have a right to make available under any law or under contractual
or fiduciary relationships;
post Material which infringes the intellectual property rights
of others (including but not limited to copyright, trade secret,
trademark or other proprietary rights);
upload, distribute or otherwise publish any libelous, defamatory,
obscene, hateful, pornographic, abusive, illegal, threatening
or otherwise objectionable material;
upload or distribute any files that contain viruses, worms, corrupted
files or any other similar software or programs that may damage
the operation of another's computer or property of another;
intentionally or unintentionally violate any applicable local,
state, national or international law, including, but not limited
to regulations promulgated by the U.S. Securities and Exchange Commission;
transmit or otherwise make available any unsolicited or unauthorized
advertising, promotional Materials or any other form of solicitation; and
distribute or otherwise publish any material containing any solicitation
of funds, advertising or solicitation for goods or services.
Material on the Site. Scilancer reserves the right at any time
in our sole discretion to modify or discontinue the Site, modify or discontinue
any information or other Content contained on the Site, or terminate your
Password and User Name and your use of the Site, for any reason or no
reason. You are responsible for all direct or indirect damages and liable
for all activity conducted on this Site that can be linked or traced back
to your User Name or Password.
Your Privacy. To the extent that this Site collects Personal
Information about you, our use of that information is subject to Scilancer's
7. Third Party Links and Services
Linking to the Site. Anyone linking to the Site must comply with
all applicable laws. A site that links to the Site:
Scilancer does not control and is not responsible for the content of
any third-party (non-Scilancer) sites linked to this Site and is not
responsible for any changes or updates to such third-party sites. Scilancer
is providing these links to you only as a convenience, and the inclusion
of any link does not imply endorsement by Scilancer of the Site.
may link to, but not replicate, Content on this Site;
may not create a browser or border environment around Content
on this Site;
may not imply that Scilancer is endorsing it or its products;
may not use Scilancer's Trademarks without express written
may not misrepresent its relationship with Scilancer;
may not present false information about Scilancer's products
or services; and
may not contain content that could be construed as distasteful,
offensive or controversial, and must contain only content that
is appropriate for all age groups
Third Party Links and Services. Additional terms and conditions
may be applicable to our third-party service providers whom we partner
with to facilitate such transactions, including, without limitation,
the Payment Processor. Such third-parties to those transactions may have
those additional terms displayed on the web pages or links that enable
to you to conduct such business and complete the transactions. Please
review carefully the third party’s policies, practices and rules, and
make sure you understand them before you engage in any transaction.
Complaints, claims, concerns, or questions regarding third-party products
should be directed to the third party.
Advertisements that May Appear on the Site. If any advertisement
for a product or service provided by anyone other than Scilancer appears
on this Site, Scilancer does not endorse, warrant or guarantee any such
product or service and will not be a party to or in any way monitor any
transaction between you and third party providers of products or services.
As with the purchase of a product or service through any medium or in any
environment, you should use your best judgment and exercise caution where
8. Warranty, Limits of Liability, Indemnity and Release
Warranty Disclaimer. THE SERVICES PROVIDED BY SCILANCER OR OUR
THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND
WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS
OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY,
IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE
POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS
DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO
TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY
SCILANCER RESERVES THE RIGHT TO ALTER OR REMOVE SITE CONTENT, OR SUSPEND
OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT
PRIOR NOTIFICATION, AND SCILANCER WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE
CONSEQUENCES OF THAT ACTION.
SCILANCER DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE AT ALL TIMES,
NOR THAT THERE WILL NEVER BE SERVICE INTERRUPTIONS. THE SITE MAY BE
TAKEN DOWN OR OTHERWISE UNAVAILABLE AT ANY TIME, WHETHER FOR ROUTINE
MAINTENANCE, OR AS THE RESULT OF TECHNICAL ISSUES, OR OTHER REASONS.
SCILANCER WILL USE REASONABLE EFFORTS TO COMMUNICATE ANY SCHEDULED DOWNTIMES
AND TO RESTORE SERVICE AFTER UNPLANNED SERVICE INTERRUPTION.
PLEASE NOTE THAT THIS SITE MAY INCLUDE INFORMATION CONCERNING OUR BUSINESS
AND OUR EXPECTATIONS FOR THE FUTURE. THAT INFORMATION WAS CURRENT WHEN
POSTED; HOWEVER, SCILANCER DOES NOT COMMIT TO UPDATE OR REVISE THE INFORMATION
BASED ON NEW INFORMATION OR OTHER DEVELOPMENTS. FURTHER, ALTHOUGH THE
INFORMATION ON THIS SITE IS PRESENTED IN GOOD FAITH AND BELIEVED TO BE
CORRECT, SCILANCER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS
OR ACCURACY OF THE INFORMATION OR ANY SITES LINKED TO THIS SITE.
CERTAIN CONTENT ON THIS SITE IS THE PROPERTY OF THIRD PARTIES, USED WITH
THEIR PERMISSION. THE OPINIONS EXPRESSED BY THIRD PARTIES DO NOT NECESSARILY
REFLECT THOSE OF SCILANCER.
Limitation of Liability. YOU ACKNOWLEDGE BY YOUR USE OF THIS SITE:
(1) THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME
FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING
OR REPAIRS OF ANY EQUIPMENT THAT YOU USE IN CONNECTION WITH YOUR USE OF
THIS SITE; AND (3) THAT SCILANCER WILL NOT BE LIABLE FOR ANY DAMAGES OF
ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING,
WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION,
COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT
LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY
OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO DATA
OR PROPETY WHETHER THE ALLEGED LIBAILITY IS BASED ON CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SCILANCER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THIS
SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT
OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES OR COUNTRIES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. MOREOVER, YOU
AGREE THAT YOU MAY BRING AN ACTION AGAINST SCILANCER ONLY IN YOUR INDIVIDUAL
CAPACITY, AND NOT AS A MEMBER OF ANY CLASS ACTION OR GROUP.
Your Indemnification Obligation. You agree to defend, indemnify
and hold harmless Scilancer, its affiliates and their respective directors,
officers, employees and agents from and against all damages, claims and
expenses, including attorneys' fees, arising out of: (1) your use of this
Site or misuse of any information taken from the Site; (2) your transmission
of information, data, material or Content on the Site; (3) related to any
Project, Invoice or Payment; or (4) any third party claims against Scilancer
caused by your intentional or negligent act or omission.
Release. ALL USERS OF OUR SITE ACKNOWLEDGE AND AGREE THAT SCILANCER
AS AN INDEMNIFIED PARTY IS RELEASED, DISCHARGED, AND HELD HARMLESS FROM
ANY AND ALL LIABILITY FROM THIRD-PARTY CLAIMS MADE IN CONNECTION WITH
THE SITE, INCLUDING, WITHOUT LIMITATION, WRONGFUL DEATH AND PERSONAL
INJURY, MONEY DAMAGES, OUT-OF-POCKET AND COURT COSTS, ATTORNEY’S FEES,
DAMAGE TO TANGIBLE PROPERTY OR REPUTATION, INCLUDING, WITHOUT LIMITATION,
LIBEL, DEFAMATION, RIGHT OF PUBLICITY AND INVASION OF PRIVACY, INTELLECTUAL
PROPERTY INFRINGEMENT, OR BREACH OF CONTRACT. SCILANCER RESERVES ITS RIGHT
TO ALL FORMS OF EQUITABLE AND LEGAL RELIEF RELATED TO FRAUD OR ILLEGAL
ACTIVITY CONNECTED TO THE USE OF OUR SITE.
9. General Terms
Termination. Scilancer may terminate these Terms at any time and
may do so immediately without notice and, accordingly refuse or terminate
your access to the Sites, if, in Scilancer's sole discretion, you fail
to comply with any term or condition of the Terms.
Notice and Consent to Electronic Communications. You consent to
receive communications from us electronically. We will communicate with
you by email or by posting notices on our Site. You agree that all agreements,
notices, disclosures and other communications that we provide to you
electronically satisfy any legal requirement that such communications be
signed in writing.
Entire Agreement. These Terms are binding on You when you click an
"I Accept" button or check box or otherwise use the Site. By taking such
actions, you represent and acknowledge to us that: (a) you are lawfully
able to enter into contacts (e.g., you are not a minor), (b) if you are
agreeing to these Terms for an entity, such as the company you work for,
you have legal authority to bind that entity, and (c) assent to these
Terms and all policies and other documents applicable to its subject
matter as published by us. If you do not agree to these Terms or other
policies and document, please exit and/or uninstall the Site immediately.
We reserve the right, at our discretion, to change, modify, add, or remove
portions of these Terms with or without notice to you. Please check these
Terms and each policy periodically for changes as your continued access
or use of this Site following the posting of changes signifies your acceptance
of all such changes.
The provisions and conditions of these Terms, including the other agreements
incorporated herein, constitute the entire agreement between you and Scilancer
related to the use of the Site and supersedes any prior agreements or
understandings not incorporated in these Terms. Your use of the Site
constitutes your acceptance of these Terms.
Contact. or any questions or notices related to these Terms, please
contact Scilancer at email@example.com.