Terms of Service
Dated: June 08, 2023
Welcome to LabXchange (“LXC”). Please read these Terms of Service (the “TOS”) before registering for, accessing, or using any portion of the LXC website located at www.labxchange.org (the “Site”) or any other websites, applications, programs, or online products or services of LXC (collectively, the “Services”). The term “Services” includes the Site and all content and pages located within and accessible via the Site, as well as any functions, platforms, forums, directories, and other electronic services available via the Site, as they may be modified over time.
These TOS constitute an agreement between you and the President and Fellows of Harvard College (“Harvard University”), acting through LXC. By seeking to register for, accessing, or using any Services, you accept and agree to be legally bound by the Agreements, whether or not you are a registered user or have an account. If you do not understand or do not wish to be bound by these TOS, do not register for, access, or use any Services.
We may make changes to these TOS at any time, but will alert you that we are doing so by giving notice via the Services or by some other means. By seeking to register, access, or use any Services after any changes have been made, you signify your agreement to the modified TOS and all of the changes, which will be effective immediately unless we notify you of a later effective date. If the changes are not acceptable to you, you should discontinue use of the Services.
As used in these TOS, “we,” “us,” “our” and “LXC” refer to the President and Fellows of Harvard College acting through LXC. The terms “you,” “your” and “yours” refer to you as the individual or organization accessing or using the Services. “User” means anyone accessing the Site, including both unregistered and registered users.
In order to participate in most Services you must become a registered user (a “Registered User”) of the Site. To become a Registered User you must create an LXC user account (a “User Account”). You may create an account with LXC directly or LXC may permit you to apply for registration through third-party sites or services, such as Google, Facebook, or edX (collectively “Third-Party Sites”). By registering for LXC using a Third-Party Site, you agree that LXC may access your Third-Party Site’s account information. LXC does not control the practices of Third-Party Sites and you should carefully review the Third-Party Sites’ privacy policies and other conditions of use.
To create a User Account, you will need to complete the registration form provided on the Site and establish login credentials (“Login Credentials”) for your User Account. LXC may request additional information as needed to determine your eligibility to be a Registered User.. Creation of a User Account and use of certain functionality (such as the ability to post content that will be publicly available) are subject to LXC’s approval in its discretion. LXC may revoke your User Registration and disable your Login Credentials if LXC determines, in its discretion, that you have breached these TOS.
You agree that you will never divulge or share access to information regarding your User Account or Login Credentials with any third party for any reason. You also agree that you will create, use, and/or access only one User Account, and that you will not access the Site using any User Account or Login Credentials other than your own.
You agree to notify us immediately upon becoming aware of or suspecting any unauthorized use of your User Account or Login Credentials. We will not be responsible for any loss or damage arising from unauthorized access to your User Account or Login Credentials.
In applying for a User Account, you may be prompted or required to enter additional information, such as your name and location. Additional information may be required to confirm your identity, and different or additional information may be required depending on the type of account or user role you seek. You warrant that all such information provided by you is accurate, current, complete, and complies with your obligations under these TOS. You also agree to maintain and update such information to keep it accurate, current and complete. You acknowledge that if any such information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your use of the Services.
You acknowledge and agree that, as a Registered User, personally identifiable information about you will be available for others to view via certain public-facing pages and other Services on LXC. These Services include Services permitting you to communicate with other Registered Users and other Registered Users to communicate with you via message boards, discussion forums and other Services provided by LXC.
You acknowledge that LXC may choose, but is not obligated, to make any inquiries, either directly or through third parties, that LXC deems necessary to validate your registration information, including, without limitation, engaging third parties to provide verification services. LXC reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity.
The LXC Services are intended only for organizations and for persons 13 years of age or older. By using, visiting or registering for the Site or Services you represent and warrant to LXC that you are at least 13 years old.
Individuals under 18 years of age but 13 years of age or older (“Junior Users”) may be able to use parts of the Services and register for a User Account at our discretion. Junior Users may not create classes on LXC, contribute content that will be publicly available, or use other functionality of the Services that we do not authorize for Junior Users. We may impose additional requirements for registration or access by Junior Users.
Regardless of your age, you are only eligible to use the Services and create a User Account if doing so will not violate any applicable law or regulation.
Those who wish to register and use the Services must meet any other minimum requirements set forth in these TOS. If you do not qualify, you may not use the Services.
Text, images, simulations, video, audio, audiovisual, graphical, interactive and other kinds of content and files, along with information about the content that will aid its use and discovery on the Site (collectively, “Resources”) are available from various sources, including Users, for use in the Services. The Services also include comments, responses to assessments, notes, likes, feedback, and other kinds of content posted or provided by Users in connection with the Services (collectively, “Comments” and, together with Resources created or provided by Users, “User Content”).
Depending on your User status, you may be able to upload or otherwise provide User Content. The types of Resources that can be provided, or created using the Services, are explained on the Site. In some cases, Resources may consist of embed codes or links to your own content hosted by a third party. However, you may only provide embed codes or links to your own content hosted on those third party services that we have approved for this purpose and have identified as Approved Third Party Services on the Site (each, an “Approved Third Party Service”). You may not provide an embed code or link, or otherwise try to make available via the LXC Services, a Resource hosted or stored on a site or service other than an Approved Third Party Service.
With respect to User Content you create or provide in connection with your use of the Services, you grant to LXC a fully transferable, worldwide, perpetual, royalty-free, paid up, non-exclusive, and sublicensable license to reproduce, modify, adapt, make derivative works of, distribute, publicly perform, publicly display, and otherwise use, disseminate, and make available the User Content, in any manner or medium now known or later developed, and to authorize others to do any of the foregoing, except as provided with respect to Permitted CC Licenses in the following paragraph.
Depending on your User status, you may be able to provide Resources that are subject to a Permitted CC License (as defined below), and to incorporate in a Resource items of content (such as, for example, an image used in a video Resource) that are subject to a Permitted CC License, so long as, in each case, you identify the Permitted CC License applicable to each such Resource or item of incorporated content, and provide the attribution information required by the Permitted CC License, using the functionality for such identification and attribution information provided on the Site at the time you provide the Resource. In that event, LXC will have the license rights granted under the applicable Permitted CC License, rather than the license granted in the preceding paragraph. The rest of these TOS will apply with respect to those Resources and items. As used in these TOS, the term “Permitted CC Licenses” means any generic or international (i.e., unported) version of a Creative Commons Attribution (CC BY) or Creative Commons Attribution-NonCommercial (CC BY-NC) license.
You may not provide any Resources or incorporated items of content that are subject to any other public license, open source license, or other license terms that would limit, condition, or otherwise apply in any way to the use of such Resources by LXC or its Users. This includes, but is not limited to, any Creative Commons license, other than a Permitted CC License, and any GNU license. You warrant to LXC and agree that none of the Resources you provide are or will be subject to any such license.
You may only provide to LXC User Content that you have the lawful right to provide. You are solely responsible for your User Content and the consequences of creating and providing it for use in the Services. You represent and warrant that:
(1) your User Content will not contain any third party copyrighted material, or material that is subject to other third party rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to provide the material to LXC and to grant LXC all of the license rights granted in these TOS;
(2) your User Content will not: (a) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person;
(3) as between you and LXC, you will be responsible for the payment of any third party fees related to the provision and use of your User Content; and
(4) your User Content will not contain any viruses, adware, spyware, worms, or other malicious code or harmful contaminants. For clarity, if you provide a Resource that is hosted by an Approved Third Party Service, you are not making any representation or warranty under preceding clause (2)(a) regarding compliance by LXC with any terms or conditions imposed by the Approved Third Party Service, if any such compliance is required.
We intend to enable some User Content to be shared with a restricted group of other Users, and intend to make other User Content public for all to view. You should not provide any User Content that you do not wish to be visible to others. You acknowledge and agree that, although we may provide features intended to restrict the visibility of some or all of your User Content, we do not guarantee that such User Content will never be accessible by others. We disclaim all liability with respect to any unauthorized or unintended access to any restricted User Content.
You acknowledge that we may review User Content provided by you or other Users, and that we will have the right (but not the obligation), in our sole discretion, to remove any User Content without any liability to you. We reserve the right to remove User Content without prior notice. You acknowledge and agree that we may preserve User Content and may disclose User Content if required to do so by law or in good faith believe that any such preservation or disclosure is reasonably necessary to comply with legal processes, enforce these TOS, respond to claims that any User Content violates the rights of third parties, or protect our rights, property, or personal safety or those of our Users and the public.
You agree that you are responsible for your own use of the Services and for the User Content you create or provide. You agree that you will use the Services in compliance with these TOS and all applicable local, state, national, and international laws, rules and regulations, including privacy and copyright laws, any laws regarding the transmission of technical data exported from your country of residence, and all United States export control laws.
THE FOLLOWING KINDS OF CONTENT ("Prohibited Content”) ARE STRICTLY PROHIBITED ON THE SITE AND IN THE SERVICES:
1. Content that defames, harasses, discriminates against, harms or threatens others;
2. Content that discusses illegal activities with the intent to commit them;
3. Content that infringes on or misappropriates intellectual property rights;
4. Content that you do not have the right to disclose;
5. Profane, pornographic, obscene, indecent, or unlawful content;
6. Advertising or any form of commercial solicitation, junk mail, or spam;
7. Content related to partisan political activities; and
8. Content that contains intentionally inaccurate information or that is posted with the intent of misleading others.
This is not an exhaustive list of Prohibited Content, but rather general guidelines. We reserve the right to remove Prohibited Content of which we become aware, but will be under no obligation to do so.
In addition, you agree not to (a) use the Services in any manner intended to damage, disable, overburden, interfere with, or disrupt any part of the Services or the computer equipment or network(s) connected to the Services or any other User's use and enjoyment of the Services; (b) attempt to gain unauthorized access to the Services, other accounts, or computer equipment or networks connected to the Services through hacking, password mining, or any other means; (c) obtain or attempt to obtain any materials or information on or via the Services not intentionally made available to you through the Services; (d) copy or use any portion of the Services other than as expressly allowed under these TOS; (e) use any high volume, automated, or electronic means to access the Services (including without imitation robots, spiders, or scripts); (f) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; or g) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services.
LXC reserves the right to pursue any and all legal remedies against you if you violate these TOS.
We intend to make certain Resources available on the Site and via the Services for use in accordance with these TOS. Some of the Resources will consist of User Content, in whole or in part. Other Resources will be created or provided by us or our other licensors.
We grant you a personal, non-exclusive, non-transferable, revocable license to access and use the Resources as set forth in these TOS. Subject to these TOS, you may use the Resources in the ways in which Registered Users of your type are permitted to use them, as described on the Site. Except as otherwise provided in the following paragraph with respect to Resources subject to a Permitted CC License:
In some cases, particular Resources, or items of content incorporated into a Resource (such as, for example, an image used in a video Resource), may be subject to a Permitted CC License. Those Resources and items will be identified as such on the Site, when known to us. You are free to use those Resources and items in the manner allowed under the Permitted CC License, and the license and restrictions set forth in the preceding paragraph will not apply. The rest of these TOS will apply to your use of those Resources and items. It is your responsibility to comply with the terms and conditions of any applicable Permitted CC License.
You also may use User Comments to which you have permitted access, provided that your use is made in conjunction with your permitted use of the Resources and Services.
The LabXchange and Harvard University names, logos, trademarks, and service marks that may appear on the Site ("Marks") are the property of Harvard University and are protected under United States and foreign laws. You are not granted hereunder any right or license to use the Marks. All other trademarks, service marks, and logos used on the Site, with or without attribution, are the trademarks, service marks, or logos of their respective owners.
Except for User Content, the Resources and all other parts of the Site, and Services are the property of LXC and/or its affiliates or licensors and are protected by copyright, patent, and/or other proprietary intellectual property rights under United States and foreign law. We and/or our licensors reserve all rights to the Resources, Site and Services that are not expressly granted in these TOS. You may not reverse-engineer, decompile, disassemble, or otherwise access the source code for any software that may be used to operate the Site or the Services. You may not remove any copyright, license, or other notices on any Resources or otherwise on the Site or Services.
You agree that we may terminate your use of the Services, in our sole discretion, for any reason or no reason, and that we shall not have any liability to you for any such action. Without limiting any of our other rights or remedies, it is our policy to terminate, in appropriate circumstances, use of the Site by Users who are repeat copyright infringers. We will not be required to provide you any service or engage in any activity if we believe that the service or activity may violate any applicable law or regulation. You further acknowledge that for the purpose of the Services your sole relationship with us is as defined in these TOS. Termination of use will not give rise to a right to any grievance or other resolution process for student or personnel disputes at any school, division, institute, or program of or associated with Harvard University. You agree that we have the right to cancel or modify the Services at any time, including, without limitation, the right to withdraw or modify Resources. You acknowledge that other Users also may withdraw Resources, including Resources you are using. If you no longer wish to use the Services, you may terminate your participation upon notice to us. The rights granted to you under these TOS will terminate upon any termination of your right to use the Services, but the other provisions of these TOS will survive any such termination.
You will not receive academic credit from Harvard University for using the Services. Use of the Services and Resources does not enroll or register you in any school, division, institute, or program of or associated with Harvard University, or entitle you to access or use the resources or receive any benefits or privileges of any of the foregoing entities other than the LXC Services.
Educators and institutions who use the Services may offer a credential or other acknowledgment for participants who have satisfactorily demonstrated achievement in a program they provide. The decision to award any such credential or other acknowledgment to a given participant will be solely within the discretion of the relevant educator or institution.
If you use the Services as part of a course provided by an educator or institution or otherwise in connection with an educational Institution with which you are associated (your “Home Institution”), the Home Institution may receive information concerning assessments and achievements that are conducted and recorded using Services, in accordance with the LXC Privacy Notice. However, the decision whether your Home Institution will award any credit, benefit, or credential, and the nature of any such credit, benefit, or credential, will lie solely with your Home Institution.
The Services may include hyperlinks to websites or applications maintained or controlled by others. LXC is not responsible for and does not approve or endorse the contents or use of any of the information, products, or services that may be offered at these websites or applications. If you decide to access linked third-party websites or applications you do so at your own risk. You expressly release LXC from any liability arising from your use of any third party site.
You agree that these TOS and any claim or dispute arising out of or relating to these TOS, any Service, or any Resource or service obtained from or through the Site will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law principles. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Middlesex County or Suffolk County, Massachusetts, U.S.A. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, RESOURCES, AND ANY INFORMATION, PRODUCTS, OR SERVICES THEREIN OR OBTAINED THEREBY ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICES OR SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE SERVICES OR SITE WILL NOT EXPERIENCE OUTAGES OR OTHERWISE WILL BE UNINTERRUPTED, TIMELY, OR SECURE, (C) THE INFORMATION OR SERVICES OBTAINED THROUGH OR FROM THE SERVICES OR SITE WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR RELIABLE, OR (D) ANY DEFECTS IN OR ON THE SERVICES OR SITE WILL BE CORRECTED. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH THE SITE, AND YOU AGREE AND ACKNOWLEDGE THAT YOUR ABILITY TO ACCESS THE SERVICES AND SITE MAY BE IMPAIRED.
WHILE THE SITE AND THE SERVICES MAY INCLUDE INFORMATION CONCERNING MEDICAL CARE, THE INFORMATION IS PROVIDED FOR GENERAL EDUCATIONAL PURPOSES ONLY AND NONE OF IT SHOULD BE USED TO DIAGNOSE OR TREAT PATIENTS.
EXCEPT INSOFAR AS THE FOLLOWING LIMITATION MAY BE PROHIBITED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR EARNING POWER, LOSS OF DATA, LOSSES DUE TO ERRORS OR INTERRUPTION IN AVAILABILITY OF THE SITE, UNAVAILABILITY OF ANY SERVICE, SERVER OR COMMUNICATIONS FACILITY, OR DAMAGES DUE TO ACTS OR OMISSIONS OF OTHERS USING THE SITE, A RESOURCE, OR A SERVICE), ARISING OUT OF OR RELATING TO THE AGREEMENTS, THE SITE, THE RESOURCES, OR THE SERVICES, INCLUDING WITHOUT LIMITATION YOUR AND OTHERS' USE OF OR INABILITY TO USE THE SITE, SERVICES, OR ANY RESOURCE, OR YOUR SUBMISSION, MODIFICATION, CREATION, OR USE OF RESOURCES, OR OTHERS’ USE OF RESOURCES YOU SUBMIT, MODIFY, OR CREATE, OR YOUR INTERACTION WITH OTHER USERS (WHETHER ONLINE OR IN PERSON), OR YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH THE SITE OR ANY SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTORY, OR OTHER LAW. OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE AGREEMENTS, THE SITE OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, IN THE WAYS DESCRIBED IN THE PRECEDING SENTENCE), WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT, IF ANY, THAT YOU PAID US TO USE THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT WE HAVE BEEN NEGLIGENT OR OTHERWISE AT FAULT.
YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TOS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THESE LIMITATIONS ARE ESSENTIAL TO OUR WILLINGNESS TO MAKE THE SITE AND SERVICES AVAILABLE TO YOU. EACH OF THESE DISCLAIMERS AND LIMITATIONS IS INTENDED TO BE SEPARATELY ENFORCEABLE, REGARDLESS OF WHETHER ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE THAT, FOR PURPOSES OF THE FOREGOING DISCLAIMERS AND LIMITATIONS, AS WELL AS THE INDEMNITY IN SECTION 12 BELOW, THE TERMS “WE,” “OUR,” “US” AND "LXC" INCLUDE THE CORPORATE BODY PRESIDENT AND FELLOWS OF HARVARD COLLEGE, ALSO KNOWN AS HARVARD UNIVERSITY, AND ITS VARIOUS SCHOOLS, THE MEMBERS OF ITS GOVERNING BOARDS, AND ITS OFFICERS, FACULTY MEMBERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OR REGULATIONS OF THESE JURISDICTIONS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold harmless us (as defined for this purpose in Section 11 above) from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, relating to or arising out of (a) your use or attempted use of the Site, Resources, or Services in violation of these TOS; (b) your violation of any law or rights of any third party; or (c) any User Content that you post or otherwise make available on the Site or through any Service, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
Copyright owners who believe their material has been infringed on the Site should contact Harvard's DMCA agent as specified at www.harvard.edu/reporting-copyright-infringements.
You and LXC are independent contractors, and neither has the authority to act for or to bind the other in any way.
These Terms of Service constitute the entire agreement between you and LXC with respect to your use of the Site and Services, superseding any prior agreements between you and us regarding your use of the Site and Services. Some terms applicable to your application for a User Account or your use of a Service may be provided to you at the time of application or access or on Service-specific web pages. Those additional terms may include, among other things, terms relating to the act of registering or Service requirements. Your registration or participation also shall be subject to your agreement and compliance with those additional terms. For clarity, these TOS do not supersede any prior agreement you have with Harvard University with respect to your use of any website other than the Site (as defined above) or any Harvard site, program, or service other than the Site and Services.
The failure of LXC to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, to the maximum extent that may lawfully be done, and the other provisions of these TOS shall remain in full force and effect.
LXC may freely transfer or assign any portion of its rights or delegate its obligations under these TOS. You may not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under these TOS without the prior written consent of LXC, and any attempted such transfer or assignment shall be void and of no effect.
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