Frontiers Media SA

Terms and Conditions for Loop Participant Organisations

These terms and conditions apply to all institutions, corporations and other enterprises which adopt any Loop functionality by incorporating plug-ins, using APIs, developing apps and/or in any other way embedding or using any Loop functionality on their own internet and/or intranet sites or otherwise. Those institutions and other entities are referred to below as “Participant” or “Participants”.

The individual who clicks through acceptance of these terms and/or initiates the use of any Loop functionality represents and warrants to Frontiers Media SA that he or she is fully and unconditionally authorised by the relevant Participant to bind the Participant contractually and that the Participant has, through the actions of that person, validly accepted these terms and conditions.

By clicking on the acceptance and/or by using any such functionality, the Participant agrees to these terms and conditions. If these terms and conditions are not agreed to, the user must leave this page and must not implement, use or allow the use of any such functionality.

Any implementation of any functionality in conjunction with Loop is and will be subject to these terms and conditions, as may be amended occasionally, and also to any other applicable terms and conditions of Loop relevant to that other initiative or functionality and which the Participant may accept via click-through, use of the functionality concerned or other method.

1. Definitions

In these conditions:

Data Compliance means strict compliance with (1) all laws applicable to the personal data of any data subject, (2) all provisions of the party’s own privacy policy and (3) the requirements of these Terms and Conditions with regard to personal data.

Frontiers means Frontiers Media SA, a Swiss corporation.

Integrated Functionality means any functionality of your organisation which is implemented in conjunction with Loop.

Technical Requirements means, in connection with any area of cooperation or functionality implemented by a Participant in conjunction with Loop, Frontiers’ technical requirements for such implementation as communicated by Frontiers via the Loop website or otherwise.

2. Our Contract

a. The agreement between Frontiers and the Participant is formed by the Participant clicking through acceptance of these terms or by the implementation by a Participant of any Integrated Functionality, which constitutes acceptance of these terms and of any relevant Technical Requirements.

b. These terms incorporate the Loop terms and conditions, copyright statement and privacy policy as may be amended from time to time (http://loop.frontiersin.org/terms), as if such terms were set out in full in these terms. In particular Participants, who are “users” under those terms and conditions, must be aware of and comply with the provisions of those conditions relating to availability, attacks and viruses, bugs and errors; content; use of Loop; prohibited activities; communications; conditions for APIs; indemnity for breach; exclusion of users; amendment of conditions (which also applies to these Terms and Conditions); limitation of liability; and governing law and jurisdiction. The privacy policy and copyright statement of Loop also apply.

c. No terms and conditions, contracts, proposals, acceptance conditions or other document or terms of the Participant forms any part of the contract between Frontiers and the Participant unless specifically and explicitly agreed to in a paper document signed by the chief executive of Frontiers and another authorised signatory.

d. To enable our cooperation to function we require one or more employees or other authorised representatives of the Participant to become registered users of Loop, in accordance with its terms and conditions (http://loop.frontiersin.org/terms). Those individuals will be users in their personal capacities and their employer will be a user in its capacity of Participant.

e. You must also comply with any Technical Requirements of Frontiers, which may be displayed on the Loop website or otherwise communicated.

3. Availability of Functionality

a. Unless otherwise specifically agreed, Frontiers may discontinue specific functionalities and services available on Loop and shall not have any liability for withdrawing them.

b. The ability of any Participant to implement any Integrated Functionality is non-exclusive unless otherwise agreed.

c. Frontiers may remove any content, and/or disable the functionality through which it is displayed, if it considers that content to be inappropriate, potentially or actually harmful to any person, including to Frontiers or Loop, without notice and without any liability to you.

4. Financial Conditions

a. Each party bears its own costs unless otherwise specifically agreed. No payments are due from either party to the other unless otherwise agreed.

b. Loop services are free unless otherwise stated. Some services will be subject to payment, and this will be notified by Frontiers for each relevant functionality.

5. Data protection, Privacy and Spam

a. Both parties must at all times achieve Data Compliance. Frontiers may refuse the implementation of an Integrated Functionality where the candidate Participant’s privacy or data protection policy is in Frontiers’ view inappropriate or inadequate.

b. No transfer or sharing of any data subject’s personal data may occur without that data subject’s informed consent having been obtained, usually via a click-through mechanism. The Participant is responsible for ensuring that its employees’ data is handled in accordance with this paragraph.

c. You may not share, transfer, sell or license any data received from Frontiers or Loop, or obtained by Integrated Functionality, to any third party.

d. Each party undertakes to put in place all technical and organisational means necessary to ensure Data Compliance in its activities.

e. Each party undertakes (1) not to use data shared or transferred under these conditions for any purpose other than that for which the parties have shared or transferred that data and for which the data subject has given his or her consent, and (2) to ensure that all processing of that data by it, or on its behalf, is carried out lawfully and in accordance with the information on which the data subject’s consent was based.

f. You may not use any Integrated Functionality to send messages of a commercial or promotional nature or which would not be permitted under any applicable legislation. Any activity which in Frontiers’ opinion constitutes advertising or specific commercial promotion is subject to specific agreement with Frontiers.

g. You must include any opt-outs which Frontiers may require you to implement, within the time period stated by Frontiers.

h. These conditions are in addition to the data protection provisions of the Loop terms and conditions and the Loop privacy policy.

6. Use of Functionality

a. To the extent that the parties’ cooperation involves the provision of functionality by one party to the other, that provision shall, unless otherwise agreed, operate as a limited, free-of-charge, non-exclusive licence to use that functionality for the purpose(s) stated by Frontiers, or agreed by the parties, and for no other purpose. Where no purpose is specifically stated prior to the implementation of a given functionality, Frontiers may at any time, including after implementation, specify the relevant purpose(s) and may require all relevant Participants to ensure that their use complies with the relevant purpose(s).

b. Each party undertakes not to use any functionality provided by the other for any purpose other than that agreed by them, and not to use it in any way which is illegal or inconsistent with the ethics and generally accepted practices of academic and scientific research and its dissemination.

c. Participants may not use any Loop functionality in any way which is harmful to Loop, Frontiers or their reputations.

d. You may not, without Frontiers’ specific and explicit consent, make any of your privileges or access as a Participant available to any third party other than to individuals in accordance with the specific purpose of our relationship or the Integrated Functionality concerned, and always in compliance with these and all other applicable terms and conditions.

e. Each party undertakes not to attempt to gain access to the other party’s source code without consent; not to seek to decompile, reverse-engineer, or copy or create derivative works from, any software of the other party; not to purport to grant any rights or licences based wholly or partly on the other party’s software or functionality; not to sell or transfer to any other entity or person any such software or functionality. Each party undertakes not to do anything with the other party’s source code which is not necessary to perform their arrangement in accordance with these terms and conditions, or as the other party may specifically and explicitly consent.

f. You must, in addition to all applicable conditions, comply in all respects with all applicable laws.

g. The prohibited uses set out in the Loop terms and conditions also apply.

7. Exclusion of Guarantees and of Liability

a. No guarantee of fitness for purpose or of particular results: Except as may be otherwise explicitly and specifically guaranteed in writing by Frontiers, no guarantee is given that the Loop Research Network or its website is fit for any given purpose or that any user, partner or Participant will be able to achieve any particular result by using the Network, its website or any functionality stated to be available on the website.

b. The Participant should note the provisions of the Loop terms and conditions (http://loop.frontiersin.org/terms) concerning the exclusion of guarantees of uptime and of an error-free or bug-free website, which apply to our relationship.

8. Confidential Information

a. Each of us agrees to keep the non-public information of the other confidential and not to use it for any purpose other than our cooperation. Dissemination among our respective affiliates and employees is permitted to the extent necessary for our cooperation, provided all recipients are under restrictive covenants at least as strict as this one concerning the other party’s non-public information.

9. Our Relationship;Communication of Our Relationship

a. Our relationship is one of independent contractors. No relation of partnership, joint venture, common venture or other similar relationship is created by our agreement.

b. The parties may communicate factually concerning the existence of our relationship and each area of cooperation that may be agreed, unless otherwise stated by either party in relation to any area of cooperation. Any communication stating or implying any approval or preference of one party for the other, or any similar type of interpretation of the parties’ relationship, must be mutually agreed prior to publication.

10. Amendments to Conditions and to Technical Requirements

a. Amendments to these and the general Loop terms and conditions, as well as to the Technical Requirements, may be made from time to time and will apply as from their posting. We will inform you by email, sent to the address of the main contact person in your organisation, who must be a registered user of Loop.

b. Frontiers may add additional requirements and/or conditions or rules which it considers necessary or desirable. In such a case your continued use of Integrated Functionality will be subject to your complying with those additional requirements, conditions or rules.

c. It is a condition of our cooperation that you, including the registered user authorised to be the main contact person for your organisation, consent to receive emails from us on matters relevant to our relationship.

11. Term and Termination

a. Our relationship as described above in respect of each Area of Cooperation is for an indefinite period, unless the documents relating specifically to a given Area of Cooperation state that that part of the parties’ cooperation is for a defined period.

b. Either party may terminate an area of cooperation if the other is in breach of its obligations and (if the breach is capable of remedy) fails to remedy that breach within thirty days of notice requiring its remedy.

c. Frontiers may terminate any area of cooperation by written notice if it ceases, or intends to cease, maintaining the functionality needed for that Area of Cooperation.

d. Either party may terminate one or more Areas of Cooperation with immediate effect if (1) the other conducts its affairs in a manner which may reasonably be considered to cause, or to risk causing, harm to the reputation of the terminating party, (2) the other becomes unable to pay its debts as and when they fall due, (3) is or appears (on reasonable grounds) to be unwilling or incapable of complying with its obligations or appears (on reasonable grounds) likely to become so or (4) breaches these terms and conditions more than once in the same or a similar or analogous manner.

e. Upon ceasing to use any Integrated Functionality for any reason, you must stop using any data obtained from Frontiers or Loop or via your use of the Integrated Functionality and must destroy that data except to the extent you are required by applicable law to retain it.

12. Governing Law and Jurisdiction

a. Your agreement with Loop, including these conditions, the Loop terms and conditions and all other matters referred to above, is and are governed exclusively by the laws of Switzerland.

b. You and Loop agree to seek in good faith to resolve any disputes through good-faith discussion, negotiation and mediation before resorting to courts.

c. Any dispute not so resolved shall be subject to the exclusive jurisdiction of the courts of the Canton of Vaud, Switzerland. Loop does not accept any other jurisdiction unless otherwise explicitly agreed by it in writing. You will consent to any action by us taken to stop or prevent you from bringing an action in breach of this clause, and to indemnify us for our costs in bringing such an action.