TERMS OF USE
Last updated March 5, 2024
We are second scight ("Business," "we," "us," "our"), located and registered at c/o Le Mathis, 204 Avenue de Colmar, F-67100 Strasbourg, France
We operate the website https://secondscight.com (the "Site"), as well as any other related resources and utilities that refer or link to these legal terms (the "Legal Terms") (collectively, the "Utilities").
second scight empowers biotech and pharma companies with comprehensive data consulting services to accelerate drug development, optimize clinical trials, and improve patient outcomes. In addition to paid consulting services, second scight offers free Utilities to help drug companies accelerate their research and development.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and second scight, concerning your access to and use of the Utilities. You agree that by accessing the Utilities, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE UTILITIES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Utilities from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Utilities after the date such revised Legal Terms are posted.
The Utilities are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Utilities.
We recommend that you print a copy of these Legal Terms for your records.
2. INTELLECTUAL PROPERTY RIGHTS
7. USER GENERATED CONTRIBUTIONS
12. MODIFICATIONS AND INTERRUPTIONS
20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
The information provided when using the Utilities is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Utilities from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
We are the owner or the licensee of all intellectual property rights in our Utilities, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Utilities (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Utilities "AS IS" for your personal, non-commercial use or internal business purpose only.
Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Utilities and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Utilities, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: sebastien.wieckowski@secondscight.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Utilities or Content, you must identify us as the owners or licensors of the Utilities, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Utilities, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Utilities will terminate immediately.
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Utilities to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Utilities.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Utilities ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any part of the Utilities you:
You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.
By using the Utilities, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Utilities through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Utilities for any illegal or unauthorized purpose; and (5) your use of the Utilities will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Utilities (or any portion thereof).
We accept the following forms of payment:
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Utilities. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Euros.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Utilities. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
All sales are final and no refund will be issued.
You may not access or use the Utilities for any purpose other than that for which we make the Utilities available. The Utilities may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Utilities, you agree not to:
The Utilities does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Utilities, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Utilities and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Utilities' Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
Any use of the Utilities in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Utilities.
You and Utilities agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Utilities, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Utilities. You are solely responsible for your Contributions to the Utilities and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We reserve the right, but not the obligation, to: (1) monitor the Utilities for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Utilities or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Utilities in a manner designed to protect our rights and property and to facilitate the proper functioning of the Utilities.
We care about data privacy and security. Please review our Privacy Policy: https://secondscight.com/privacy. By using the Utilities, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Utilities are hosted in France. If you access the Utilities from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in France, then through your continued use of the Utilities, you are transferring your data to France, and you expressly consent to have your data transferred to and processed in France.
These Legal Terms shall remain in full force and effect while you use the Utilities. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE UTILITIES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE UTILITIES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Utilities at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Utilities. We also reserve the right to modify or discontinue all or part of the Utilities without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Utilities.
We cannot guarantee the Utilities will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Utilities, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Utilities at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Utilities during any downtime or discontinuance of the Utilities. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Utilities or to supply any corrections, updates, or releases in connection therewith.
These Legal Terms are governed by and interpreted following the laws of France, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country to residence. second scight and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Strasbourg, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in France, or in the EU country in which you reside.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Strasbourg, France. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of France.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Utilities that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Utilities at any time, without prior notice.
THE UTILITIES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE UTILITIES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE UTILITIES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE UTILITIES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE UTILITIES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE UTILITIES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE UTILITIES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE UTILITIES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE UTILITIES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE UTILITIES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF RESOURCES OR UTILITIES. 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 APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE UTILITIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Utilities; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Utilities with whom you connected via the Utilities. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Utilities for the purpose of managing the performance of the Utilities, as well as data relating to your use of the Utilities. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Utilities. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Utilities, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Utilities, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE UTILITIES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Legal Terms and any policies or operating rules posted by us on the Utilities or in respect to the Utilities constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Utilities. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
In order to resolve a complaint regarding the Utilities or to receive further information regarding use of the Utilities, you may email us at sebastien.wieckowski@secondscight.com or contact us by post at:
Sébastien Wieckowski EI
second scight
c/o Le Mathis
204 Avenue de Colmar
F-67100 Strasbourg
France