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Zebrafish Facility Manager Terms and Conditions

Last Update June 2, 2025

Introduction

Welcome to our Zebrafish Facility Manager (ZFM) system. This document outlines the terms and conditions under which we, the Provider, offer you, the Customer, access to and use of a dedicated server and associated software system. The intent is to establish a clear understanding between us, ensuring that we maintain a mutually beneficial relationship.

Before using our ZFM system, we urge you to read these terms and conditions carefully. By accessing or using the system, you acknowledge that you've read, understood, and agreed to be bound by these terms. This agreement encompasses all aspects of the ZFM System including, but not limited to, the server software, client software, and any associated database functionalities.

If you do not agree with (or cannot comply with) the terms and conditions set forth below, you should refrain from using our ZFM System.

Your data remains your property at all times, and we are committed to its security and integrity. This document further clarifies our role and responsibilities concerning data backups, data privacy, software licenses, and more.

We've structured this document to be clear and transparent. If you have any questions or concerns regarding any section, please feel free to reach out for clarification.

Agreement Definitions:

  • “Provider”: The Provider is Theo Schroder Webwork, a sole proprietorship registered in British Columbia, Canada. The Provider supplies the Zebrafish Facility Manager system to the Customer.
  • “Customer”: Refers to the entity purchasing and using the provided Zebrafish Facility Manager system.
  • "Users": Refers to any end-users of the system. The Customer manages their own Users.
  • “Zebrafish Facility Manager”: known as "ZFM", comprises server software, web-based client software, and database which the Customer uses to track zebrafish stocks, their lineage, genetic markers and physical locations within the Customer's research facilities. The server software and database are dedicated to the sole use of the Customer, that is, not shared by multiple customers. The Client software is intended to be run in most modern Web Browsers.
  • “Database”: Storage system used by the ZFM system to store data for the Customer. The database is dedicated to the sole use of the Customer.

Customer Responsibilities:

User Management:

ZFM empowers the Customer with the capability to manage their own Users, thereby making access control the sole responsibility of the Customer. It is the Customer's duty to ensure that access privileges are granted judiciously and that user management is conducted diligently.

Compliance with Institutional Rules:

The Customer warrants that they will manage their users in strict accordance with any rules, guidelines, and regulations of their respective institutions or affiliating organizations. The provider will not be held responsible for any non-compliance or misuse by the Customer.

Intended Use:

The Customer agrees and warrants that they will use ZFM exclusively for its designated and intended purpose. Any deviation from the intended application of ZFM may lead to action, up to and including the termination of services.

The Customer warrants that they will not use ZFM to store, transmit, or manage any information or data that infringes on copyrights, proprietary rights, or violates any applicable local, state, national, or international laws. The Customer will be held liable for any consequences, legal or otherwise, that arise from such violations. The Provider warrants that it will not store any data withing the customer's dedicated system.

Limited Storage of Personal Information:

While ZFM requires the storage of minimal personal information such as user names, email addresses, and phone numbers for operational purposes (e.g., sending password reset messages), the Customer is strictly prohibited from using ZFM to store any additional personal data without a clear operational necessity. This includes, but is not limited to, social security numbers, financial information, or any other sensitive data that can be used to identify an individual beyond the system's operational requirements.

Unless explicitly permitted by law and with necessary security measures in place, the Customer must refrain from storing excessive personal information on ZFM. The Customer acknowledges and agrees that the responsibility for any breach, loss, or violation arising from the unauthorized or excessive storage of personal information rests solely with the Customer.

Provider Services:

The Provider is responsible for supplying the ZFM system to the Customer and their Users subject to disclaimers outlined below.

Data Backups:

The Provider will carry out backups of the customer’s data on a daily, weekly, and monthly basis. The Provider will back up Customer’s data in SQL format:

  • Daily backups are retained for a week.
  • Weekly backups are retained for a month.
  • Monthly backups are retained for a minimum of one year.

Raw Data Availability:

The provider allows the Customer to retrieve a full copy of their data in Workbook format through the ZFM system at any time. Furthermore, the Provider will provide database backups (in SQL format) upon request.

Data Safety Disclaimer:

The Provider makes no guarantees or warranties regarding the safety, security, integrity, or loss of Customer’s data. The Customer accepts the risk associated with potential data loss, and the Provider holds no liability for any data loss or corruption that may occur.

Provider Mitigation of Risk

The Provider mitigates this risk by backing up the Customer's data as described above.

Customer Mitigation of Risk

The Customer can further mitigate this risk by exporting their own data in workbook format on a regular basis.

Data Privacy:

The Provider is committed to respecting the Customer’s data privacy and will not intentionally share, sell, or disclose any data owned by the Customer to third parties unless required by law or with the Customer's written permission.

Intellectual Property Rights:

Provider's Intellectual Property:

All rights, title, and interest in and to the ZFM software, including but not limited to its source code, database architecture, graphics, user interface, scripts, and general design, are and will remain the exclusive property of the Provider. The software is protected by copyright, trademark, and other laws of both the United States and foreign countries. Any unauthorized use, reproduction, or modification of the ZFM software may violate such laws and is strictly prohibited.

Customer's Intellectual Property:

The Customer retains all rights, title, and interest in and to the data they store within the ZFM system. This includes any and all intellectual property rights associated with the data, whether registered or unregistered. The Provider acknowledges and agrees not to claim any rights over the Customer's data or use it for any purpose other than providing the services as outlined in this agreement.

Feedback and Suggestions:

If the Customer provides the Provider with any feedback, suggestions, or recommendations regarding the ZFM software ("Feedback"), such Feedback is given on a non-confidential basis. The Customer agrees that the Provider shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to it as it sees fit, without any obligation or restriction of any kind, either to the Customer or any third party. The Customer waives all rights to be compensatmay result in sanctions or repercussions as deemed appropriate by the Provider.ed or seek compensation for any Feedback provided to the Provider.

Term and Termination:

Commencement:

These Terms & Conditions become effective upon the Customer's first use of ZFM or when the Customer agrees to these terms, whichever comes first, and will remain in effect throughout the entire duration of the Customer's use of ZFM, unless otherwise terminated as specified in this section.

Termination by Customer:

The Customer may terminate their subscription to ZFM at any time. Upon such termination:

  1. The Customer is entitled to a full copy of their data in either Excel or SQL format or both.
  2. The Provider will cease all billing activities related to the Customer's account from the termination date.

Termination by Provider Without Cause:

The Provider may terminate the service with a 12-month notice period. During this notice period:

  1. The customer's subscription fees will be waived.
  2. The Customer retains the right to access their data and can request a full copy in either Excel or SQL format at any point during this period.

Termination by Provider Due to Customer's Breach:

The Provider may terminate the subscription with one month's notice due to breach of these terms and conditions including, but not limited to, failure to make payment or failure to abide by the terms for Intellectual Property. Upon such termination:

  1. The Customer's access to the system will be terminated.
  2. The Customer will remain liable for any unpaid fees.

Post-Termination:

Upon termination or expiration of this agreement for any reason:

  1. All rights granted to the Customer under this agreement will cease.
  2. The Customer must cease all activities authorized by these Terms & Conditions.
  3. The Provider may delete or otherwise make unavailable any data associated with the Customer's account unless previously arranged to provide it in a specific format to the Customer.

Surviving Provisions:

Even after termination or expiration of these Terms & Conditions, any provision which, by its nature or express terms should survive, will survive such termination or expiration. This includes, but is not limited to, sections concerning data ownership, intellectual property, fees and payments, liability limitations, and dispute resolution.

Fees and Payments:

Payment Obligations:

The Customer agrees to pay all fees as stipulated in the terms of the respective invoice(s) issued by the Provider.

Taxes:

Fees specified in the invoices are exclusive of all local, state, and federal taxes. The Customer is solely responsible for payment of any such taxes, levies, duties, or similar governmental assessments of any nature associated with their purchase from the Provider, excluding any taxes based on Provider's net income. Should there be any withholding tax obligations, the Customer shall bear such costs and ensure that Provider receives the full invoice amount without any deductions.

Late Payments:

If the Customer fails to make any payment by the due date, the Provider reserves the right to impose a late fee of 1.0% per month or the maximum rate permitted by law, whichever is lower, on the unpaid balance.

Liability Exclusion for Downtime:

The Provider shall not be liable for any disruptions, outages, downtime, or unavailability of the ZFM system or Dedicated Server due to server outages, software maintenance, or any other technical interruptions. The Customer acknowledges that occasional downtime may occur as part of routine maintenance, unexpected server outages, or other unforeseen events and agrees that the Provider will not be held responsible for any damages, monetary or otherwise, resulting from such interruptions.

Software License:

The software supplied by the Provider is licensed, not sold, to the Customer. The Customer is granted a non-exclusive, non-transferable, revocable license to use the software solely for its intended purposes subject to compliance with the terms of this agreement.

Amendments and Modifications:

These terms and conditions are available at all times using the client software. The Provider reserves the right to modify the terms and conditions of this
agreement at any time, with changes being effective on written agreement of the parties.

Governing Law and Jurisdiction:

This agreement shall be governed by and construed in accordance with British Columbia law, without regard to its conflicts of law principles. Any disputes arising out of or related to this agreement shall be resolved in British Columbia.

Limitation of Liability:

SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM USE OF OR INABILITY TO USE THE ZFM SYSTEM, INCLUDING BUT NOT LIMITED TO RELIANCE BY THE CUSTOMER ON ANY INFORMATION STORED IN THE ZFM SYSTEM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF DATA, ERRORS OR DEFECTS IN THE ZFM SYSTEM SOFTWARE, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE PROVIDER'S DATA, OR SERVICES.

No Warranty:

THE ZFM SYSTEM IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ZFM SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE ZFM SYSTEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Responsibility:

Subject to applicable law, each party will be solely responsible for any claims, actions, and direct damages caused by the that party’s negligence, willful wrongdoing, or breach of this Agreement

Force Majeure:

Neither party shall be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including but not limited to, internet failures, computer equipment failures, telecommunication failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts, or tribunals, or non-performance of third parties.

Severability:

If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this agreement will remain in full force and effect.

Provider Contact:

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Theo Schroder Webwork 7754 Wansford Drive Delta, British Columbia V4C 7S9 Canada Phone: 778.706-7178 email: zebrafishfacilitymanager@gmail.com