Terms of Use

Welcome to the [Alex's Lemonade Stand Foundation (ALSF) Resource Portal], which is supported by Alex's Lemonade Stand Foundation ("we," "our," or "us"). These Terms of Use (these "Terms") are a binding legal agreement between you ("User") and us regarding your access to and use of the website located at [link] or any subdomains thereof and any embedded or associated software, applications, data or other content, provided or managed by us in connection with the website (collectively, as may be updated, modified or replaced from time to time, the "ALSF Resource Portal.")

Please read these Terms carefully. By accessing, registering for, downloading, installing or using the ALSF Resource Portal, or any software, applications, data or all other content available on or through the ALSF Resource Portal, including but not limited to any scientific research resources (collectively, "Content" and any such resource, "Resource"), you agree to be bound by these Terms and to use the ALSF Resource Portal, including any Content, in accordance with these Terms. If you are using the ALSF Resource Portal on behalf of an entity, you represent and warrant that you have the legal authority to bind such entity to these Terms.

In addition, when using certain features of the ALSF Resource Portal, you also will be subject to the policies, guidelines and terms applicable to such features (collectively, as may be updated from time to time, "Policies"). All Policies, including without limitation the ALSF Resource Portal Privacy Policy, are incorporated by reference into these Terms. If these Terms are inconsistent with any Policy, the terms in the Policy will control to the extent of the inconsistency with respect to the scope of the Policy. You hereby agree to the terms of the ALSF Resource Portal Privacy Policy, located at [link].

We may periodically make changes to these Terms, and we will identify the date of last update below. We will post the updated Terms on the ALSF Resource Portal, and we will use commercially reasonable efforts to post changes in advance if we reasonably determine that such changes are material. We may also, in our discretion, use other commercially reasonable methods to attempt to notify you of such changes. Changes to these Terms will be effective upon posting on the ALSF Resource Portal. We encourage you to review the most recent version of these Terms frequently. If you continue to use the ALSF Resource Portal after we modify these Terms, you will be deemed to have consented to the updated Terms as of the date of the modification. If you do not agree to any provision of these Terms, you may not use the ALSF Resource Portal.

1. Eligibility

Use of the ALSF Resource Portal is void where prohibited. You represent and warrant that any information you submit in connection with the ALSF Resource Portal is accurate, current and complete, that you are 18 years of age or older (or your parent or guardian has reviewed and agreed to these Terms on your behalf), and that you are fully able and competent to enter into and abide by these Terms.

2. Account Registration

When you register or seek authentication, you must (a) provide accurate, current and complete information, as prompted ("Registration Data"); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use on the ALSF Resource Portal; and (c) maintain and promptly update the Registration Data, and any other information you provide to us, and keep all such information accurate, current and complete. You must notify us as soon as practicable of any unauthorized use of your account or any other breach of security by emailing us at [link].

3. Access to and Use of Content

a. [Limited License to You]{.ul}. Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-transferable, non-sublicensable, revocable license to use the ALSF Resource Portal solely to share Resource with and transfer Resource to other Users for research or academic purposes in accordance with these Terms.

b. [Use Restrictions]{.ul}. In connection with any access to or use of the ALSF Resource Portal (or any Content), you may not:

i. publish, present or otherwise disclose Resource or the results from analysis of Resource, obtained through the ALSF Resource Portal, without properly attributing (i) the source of Resource using the language provided by the Resource contributor (as applicable) or (ii) us using the language posted on the ALSF Resource Portal or otherwise provided by us;

ii. publish, present or otherwise disclose Resource or results from analysis of Resource, obtained through the ALSF Resource Portal, in violation of the terms of the Material Transfer Agreement (MTA) entered into with another User;

iii. use or attempt to use Content to harm, marginalize, or discriminate against individuals or populations;

iv. identify, or make any attempt to identify, any individual to which any Resource pertains;

v. create a false identity, impersonate another individual or entity in any way, or falsely imply that any third-party service is associated with the ALSF Resource Portal;

vi. upload or otherwise transmit to or through the ALSF Resource Portal any Content that infringes, misappropriates, or violates any third-party right; that violates, or causes us or our affiliates to violate, any applicable law or regulation; that is unlawful, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable or inappropriate; or that can cause harm or delay to the ALSF Resource Portal (or any connected or related systems) or can expose us or other Users to risk of harm, damage, liability or loss;

vii. upload or otherwise transmit to or through the ALSF Resource Portal any trade secrets or information for which you have any obligation of confidentiality or professional secrecy;

viii. upload or otherwise transmit to or through the ALSF Resource Portal any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise);

ix. distribute, disclose, market, rent, lease or otherwise transfer the ALSF Resource Portal to any other individual or entity;

x. distribute, disclose, market, rent, lease or otherwise transfer any Resource received through the ALSF Resource Portal to any other individual or entity unless otherwise allowed by the terms of the MTA;

xi. gain unauthorized access to the ALSF Resource Portal (or any associated Content), to any other User's account, or to any related or connected systems;

xii. post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software, equipment or systems;

xiii. remove, disable, damage, bypass, circumvent or otherwise interfere with any security-related features of the ALSF Resource Portal, except that you may use passwords and other credentials we provide solely as expressly authorized and intended;

xiv. interfere with or disrupt the ALSF Resource Portal (or any related or connected systems) or violate the regulations, policies or procedures of any ALSF Resource Portal-related systems;

xv. violate these Terms or any applicable laws, regulations, standards, principles or guidelines; or

xvi. assist or permit any persons in engaging in any of the activities described above.

You must, immediately upon discovery, report to us any unauthorized access, use, alteration or disclosure of any Content, or other violation of these Terms, including as much detailed information as practicable. We (or our designee) may use any reasonable, lawful tools or methods to monitor use of the ALSF Resource Portal and compliance with these Terms.

4. Form Material Transfer Agreement (MTA)

Prior to delivering, transferring, or transmitting any Resource to another User in accordance with these Terms, you may be required to complete and sign a form Material Transfer Agreement (MTA) available on the ALSF Resource Portal upon request by the User sharing Resource with you. The terms of the MTA are not negotiable and are visible to any User who makes a request through the ALSF Resource Portal. The terms of the MTA solely regulate your relationship with the other User and not us, and do not in any way limit, restrict, amend, or change these Terms. You represent and warrant that any information you provide on the form MTA is accurate, current, and complete.

After you and any other individual whose signature is required on the MTA (e.g., an authorized representative of your organization) sign the form MTA, you must upload the partially executed MTA onto the ALSF Resource Portal for it to be signed by your counterparty. Once the MTA is fully executed by both Users, we will provide to the User, who is responsible for the delivery of Resource pursuant to the terms of the MTA, with the shipping information of its counterparty under the MTA. We will provide such shipping information in accordance with these Terms and the terms of the ALSF Resource Portal Privacy Policy.

We are not in any way responsible for the delivery, transfer, transmission, receipt, or acceptance of delivery of Resource between the Users. You understand that you are solely responsible for the delivery, transfer, transmission, receipt, or acceptance of delivery of Resource in accordance with these Terms.

5. Confidentiality

Without limiting any other applicable obligations or restrictions, you will keep strictly confidential (using at least reasonable care), and not disclose or make available to any third party, any information you obtain or access via, regarding or in connection with the ALSF Resource Portal that is marked as confidential or should reasonably be treated as confidential (excluding information specifically identified by us or the source as non-confidential).

6. Modifications to the ALSF Resource Portal

We reserve the right to modify, discontinue and restrict, temporarily or permanently, all or part of the ALSF Resource Portal (including any Content) without notice in our sole discretion. Neither we nor our licensors, nor any other Users, will be liable to you or to any third party for any modification, discontinuance or restriction of the ALSF Resource Portal or any deletion of any Resource or other Content stored on, or otherwise associated with, your account on the ALSF Resource Portal.

7. Term and Termination

Your account (or other authorized access to the ALSF Resource Portal) remains in effect unless you cancel it or we terminate your access as provided by these Terms. Notwithstanding any other provision of these Terms, we reserve the right, without notice and in our sole discretion, to suspend or terminate your access and to block, restrict and prevent your future access to and use of the ALSF Resource Portal. Without limiting the generality of the foregoing, we may terminate your access in cases of actual or suspected fraud, abuse or violations of these Terms or applicable law, or to protect our organization or any Users from potential harm, disruption, damage, liability or loss. If your access is terminated for any reason, we reserve the right (but do not have the obligation) to delete any Resource or other Content associated with your account. You understand that we do not have access to and therefore, cannot delete any Resource that you delivered, transferred, or transmitted to another User or received from another User. Upon any suspension or termination of your access, you must immediately cease using the ALSF Resource Portal. All provisions of these Terms that by their nature should survive (including, without limitation, provisions governing indemnification, limitations of liability, confidentiality, warranty disclaimers, use restrictions, and intellectual property rights) will continue to remain in full force and effect after any termination.

8. Feedback

Any comments, suggestions, ideas or other information, related to the ALSF Resource Portal, submitted by you to us or the ALSF Resource Portal (collectively, "Feedback") are non-confidential (notwithstanding any notice to the contrary you may include in any accompanying communication), and you hereby grant to us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable and fully sublicensable right to use your Feedback for any purpose and in any manner without compensation or attribution to you. Where required by applicable law or regulation, we will respect any privacy restrictions applicable to Feedback you communicate to us.

9. Copyright Infringement

We respect the intellectual property rights of others and ask you to do the same. It is our policy to terminate the access privileges of those who infringe the intellectual property rights of others. If you believe that your work has been posted or shared through the ALSF Resource Portal in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the ALSF Resource Portal; (c) your address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. We are not liable for infringement of any intellectual property rights that you may have over Resource that you choose to deliver, transfer, or transmit to another User.

If you believe that your User Content which has been removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to post and use such User Content, you may send a counter-notice containing the following information to the copyright agent: (a) your physical or electronic signature; (b) identification of the User Content that has been removed or to which access has been disabled and the location at which the materials appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (d) your name, address, telephone number, and e-mail address, a statement that, to the extent permitted by applicable law, you consent to the jurisdiction of any federal or state court in the district or state in which you are located (or, if you are located outside of the US, any federal or state court in which we may be found), and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party.

Our designated agent for notice of copyright infringement can be reached at: [link].

10. Trademarks

ALEX'S LEMONADE STAND®, and any other trademark, logo or other proprietary indicia contained on the ALSF Resource Portal, are trademarks or registered trademarks of ours and our licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark holder. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

11. Ownership

We, our affiliates and our licensors collectively own all right, title, and interest, including all intellectual property rights, in and to the ALSF Resource Portal. We reserve all rights not expressly granted to you in these Terms.

12. Third-Party Content

The ALSF Resource Portal may contain links or otherwise provide access to Web pages, services, data or other content of third parties (collectively, "Third-Party Content"). Your access to or use of any Third-Party Content is at your sole risk. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. Under no circumstances will we be responsible or liable in any way for or in connection with any Third-Party Content. Third-Party Content may be subject to separate terms and conditions. You should review, and you are solely responsible for complying with, any such third-party terms. You acknowledge and agree that we may use third-party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology used to operate the ALSF Resource Portal.

13. Indemnification

You will defend, indemnify and hold harmless us, our affiliates, and their respective directors, officers, agents, employees, licensors, and suppliers from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and expenses) arising out of or related to your User Content, your use of the ALSF Resource Portal (or any activity under your account or credentials), your violation of these Terms, or your violation of any rights of a third party, except to the extent arising from our gross negligence or willful misconduct.

14. Warranty Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, (A) WE HEREBY DISCLAIM ALL WARRANTIES RELATED TO THE ALSF RESOURCE PORTAL, OR ANY SERVICES, DATA OR OTHER CONTENT AVAILABLE THEREON OR ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) THE ALSF RESOURCE PORTAL IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY RELATED TO ACCURACY, COMPLETENESS, QUALITY OR THAT THE ALSF RESOURCE PORTAL WILL BE UNINTERRUPTED OR ERROR FREE.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING, AND EXPLICITLY DISCLAIM THE APPROPRIATENESS OR APPLICABILITY OF ANY CONTENT TO, ANY SPECIFIC PATIENT'S CARE OR TREATMENT. NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE, OR THE RESULTS OF THE USE, OF ANY CONTENT IN TREATMENT. ALL CONTENT ACCESSIBLE IN CONNECTION WITH THE ALSF RESOURCE PORTAL IS FOR INFORMATIONAL PURPOSES ONLY. DATA AND OTHER CONTENT ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE ON ANY MATTER, MEDICAL OR OTHERWISE. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH PROFESSIONAL. ANY CLINICIAN IS EXPECTED TO USE INDEPENDENT MEDICAL JUDGMENT IN THE CONTEXT OF INDIVIDUAL CLINICAL CIRCUMSTANCES OF A SPECIFIC PATIENT'S CARE OR TREATMENT. WE DO NOT RECOMMEND OR ENDORSE ANY TREATMENT, INSTITUTION, PROFESSIONAL, PHYSICIAN, PRODUCT, PROCEDURE, OR OTHER INFORMATION THAT MAY BE MENTIONED IN CONNECTION WITH THE ALSF RESOURCE PORTAL.

15. Limitations of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER US NOR OUR OFFICERS, DIRECTORS, LICENSORS, OR SUPPLIERS WILL BE LIABLE TO ANY PARTY UNDER THESE TERMS OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE ALSF RESOURCE PORTAL OR ANY SERVICES OR CONTENT MADE AVAILABLE THROUGH THE ALSF RESOURCE PORTAL, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES).

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OUR AND OUR SUPPLIERS' AND LICENSORS' MAXIMUM TOTAL LIABILITY TO YOU FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE IN CONNECTION WITH THE ALSF RESOURCE PORTAL IS $50, REGARDLESS OF THE BASIS OF THE CLAIM.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT FULLY APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US (AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US), OUR AND OUR LICENSORS' AND SUPPLIERS' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

16. Electronic Communications

By accessing or using the ALSF Resource Portal, you consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. Governing Law & Jurisdiction

[Governing Law]{.ul}. Unless otherwise agreed in writing between you and us, these Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding conflicts of law principles.

[Jurisdiction]{.ul}. Unless otherwise agreed in writing between you and us, any dispute or claim arising out of or relating to the ALSF Resource Portal or these Terms must be brought exclusively in the state or federal courts within the Eastern District of Pennsylvania (except that a party may seek preliminary equitable relief in any court of competent jurisdiction in relation to intellectual property rights or confidentiality obligations).

18. General

Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. We will not be responsible or liable for any failure or delay to perform any of our obligations under these Terms resulting from any event or circumstance beyond our reasonable control. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be enforced to the fullest extent permissible under applicable law and in all other jurisdictions and circumstances (and otherwise will be severed from these Terms), and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. You may not assign or delegate any of your rights or obligations under these Terms without our prior written consent, and any purported assignment in contravention of the foregoing will be null and void. These Terms will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. Any dispute or claim arising out of or relating to the ALSF Resource Portal or these Terms must be commenced within one year after the claim arose.

These Terms, including all Policies, constitute the entire agreement between you and us concerning the ALSF Resource Portal. These Terms supersede all prior agreements or communications between you and us regarding the subject matter of these Terms.

19. Questions & Contact Information

If you have any questions or concerns about the ALSF Resource Portal, or these Terms, you may contact us by email at [link].

Last Updated: [MM/DD, 2020]