Terms of Use

1. Agreement to Terms  

1.1. These terms of use (“Terms”) are entered into by and between you (“you”) and Northeastern University (“Northeastern”, “we,” or “us”), a Massachusetts non-profit educational corporation. The Supply Trace Research Pilot (the “Project”) is a part of  Northeastern University. The Project represents the efforts of Northeastern University,  in collaboration with Sheffield Hallam University, It does not constitute a joint venture  or legal partnership between or among these or any future entities and Northeastern,  and neither these entities nor third parties may rely on it as a joint venture or partnership.  

1.2. The following terms and conditions, together with any documents expressly  incorporated by reference (collectively, “Terms of Use”), govern your access to and use  of the Supply Trace Research Pilot website (the “Site”), the Supply Trace Research Pilot Platform (the “Platform”), and associated online services, including any content,  functionality and data offered on or through http://supplytrace.org (together, the “Services”).  

1.3. These Terms of Use constitute a legal agreement between you and us. By using this  Website, you affirm you have read, understood and agree to be bound by these Terms  of Use.  

1.4. If you do not agree with all of the Terms of Use, you are expressly prohibited from  using the Site and must discontinue use immediately. 

1.5. We reserve the right to make changes or modifications to the Terms of Use at any time  for any reason. The latest version of the Terms can be found here. We will alert you of  any changes to the Terms by changing the “Last Update” date on this page. You will be  subject to, and will be deemed to have been made aware of and to have accepted, the  changes in any revised Terms of Use by your continued use of the Site after the date  such revised Terms of Use are posted.  

2. Privacy 

2.1. We value your privacy. By using the Site, you agree to be bound by our Data Privacy  Policy posted on the Site, which is incorporated by reference in these Terms of Use.  Please be advised the Site is hosted in the USA. 

3. User Account 

3.1. To access the Supply Trace Research Pilot Platform (the “Platform”), you must register  with the Site to obtain your login credentials and create your user account (“User  Account”). You agree you are responsible for protecting your login credentials from  unauthorized use, and you are responsible for any access or activity under those login  credentials. You agree to notify us if you believe that any of your login credentials has or  may be used without your authorization. We are not responsible for any loss, damage,  or expense resulting from your failure to safeguard your login credentials.  

3.2. If you create a User Account, you represent, warrant and covenant that:  

3.2.1. You are over eighteen (18) years of age;  

3.2.2. all information you provide in connection with creating such User Account is  accurate and you will keep such information up-to-date and accurate through  your user profile on the Site; 

3.2.3. such User Account is, and will be, your sole User Account, provided that you  may create a User Account on behalf of an Entity in accordance with Section 3.3. 

3.2.4. you (i) shall keep your account credentials confidential and secure, (ii) shall not  share such credentials with any other Person and (iii) shall not cause, allow or assist any Person to use your User Account or any other User Account that is not  such Person’s User Account, provided that an Entity that has created a User  Account may share the credentials therefor with its authorized employees and   allow such employees to use such User Account, in each case, in accordance with Section 3.3(d); and 

3.2.5. you shall be solely responsible and liable for all activities that occur through  your User Account. 

3.3. The Supply Trace Research Pilot may delete any User Account in its sole discretion for  any reason. If The Supply Trace Research Pilot has deleted your User Account, you may  not create an additional User Account without the Supply Trace Research Pilot’s prior  written consent.  

4. User Obligations 

4.1. Your right to access and use the Site and the Platform is conditioned on and shall be  subject to your compliance with the following:  

4.1.1. You shall comply with, and use the Site and Platform solely in accordance with,  applicable laws, these Terms of Use and our instruction;  

4.1.2. You shall provide attribution (i) with respect to any Entity Information, to the Supply Trace Research Pilot or to the contributor thereof, or (ii) with respect to  

any other Supply Trace Research Pilot Services, to the Supply Trace Research  

Pilot or its designee;  

4.1.3. If you share any Supply Trace Research Pilot Materials with any Person, you shall  cause such Person to comply with these Terms of Use; 

4.1.4. You shall notify The Supply Trace Research Pilot in writing if you become aware  of any infringement, misappropriation, unauthorized use of, or unauthorized  access to, the Site or the Platform.  

4.2. Prohibited Uses 

4.2.1. (a) to develop any registry or other service that is competitive with the Services; 4.2.2. (b) in any manner or for any purpose that infringes, misappropriates, or  otherwise violates any Intellectual Property Rights or other right of any Person; 4.2.3. in a manner or for any purpose that violates any applicable Law or agreement to  which you are a party, including employment agreements and non-disclosure  agreements; 

4.2.4. to combine or integrate the Site, the Platform, or the Services with any  software, technology, services, materials or other Intellectual Property without  The Supply Trace Research Pilot’s prior written consent; 

4.2.5. post, transmit or disseminate (i) any false information, including false  information about competitors, or (ii) any material that is abusive, obscene,  pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or  malicious; or 

4.2.6. to aid or implement practices violating basic human rights or civil liberties,  including to assist in the creation of databases of identifying information for any  government to abrogate any human rights, civil rights, or civil liberties of  individuals on the basis of race, gender, gender identity, sexual orientation,  religion, immigration status, national origin or otherwise. 

4.3. Prohibited Activities 

4.3.1. copy, modify, or create Derivative Works of the Platform or Supply Trace  Research Pilot Materials, in whole or in part, including copying, archiving or  duplication of any portion of the Platform or Supply Trace Research Pilot Materials, except as expressly permitted by Section 2; 

4.3.2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or  otherwise make available the Platform or Supply Trace Research Pilot Materials  to a third party, except as expressly permitted; 

4.3.3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt  to derive or gain access to any software component of the Platform or Supply  Trace Research Pilot Materials, in whole or in part; 

4.3.4. remove any proprietary notices from the Services or Supply Trace Research Pilot Materials; 

4.3.5. interfere with or disrupt, or attempt to interfere with or disrupt, the operation,  integrity or performance of the Services, including by delivering viruses, worms,  time bombs, Trojan horses, or other harmful or malicious code; 

4.3.6. access or attempt to access any area of the Services that you are not authorized  to access, or violate or attempt to violate any security features of the Services; 4.3.7. forge usernames, manipulate identifiers or otherwise impersonate any other  Person or misrepresent your identity or affiliation with any Person;

4.3.8. otherwise engage in any other activity that we have informed you to be in  violation of these Terms of Service. 

5. Intellectual Property 

5.1. The Supply Trace Research Pilot Site and Platform are protected by copyright laws.  These Terms do not grant you any right, title or interest in the Platform, our trademarks,  logos or other brand features or intellectual property (collectively, “Intellectual Property  Rights”), or others’ content in the Platform. You agree not to change, translate or  otherwise create derivative versions of the Platform, except as expressly permitted. 

6. License 

6.1. Other than the rights expressly granted to you pursuant to these Terms, you are not  granted any right or license, express or implied, to any of our proprietary technology  and no license or other rights therein shall be created by implication or estoppel as a  result of your use of the Platform or these Supply Trace Research Pilot Terms. 

6.2. Unless you first obtain our consent, you must not sell, copy, transmit, export,  reproduce, modify, distribute, make available to the public any content that you find on  the Platform, or create any derivative works from any of the content that you find on  the Platform. 

7. Intellectual Property / DMCA 

7.1. Northeastern hereby grants to you a non-exclusive license, under the Intellectual  Property Rights owned or licensable by Northeastern, to exercise the Licensed Rights (as  defined in the Creative Commons License) in Entity Information owned or licensable by  the Supply Trace Research Pilot under the terms of, and subject to your compliance with  your obligations under, the Creative Commons License of the scope that the Supply  Trace Research Pilot would be obligated to grant to you if such Entity Information  constituted Licensed Materials (as defined in the Creative Commons License), and the  Supply Trace Research Pilot shall comply with all obligations in the Creative Commons  License required to be complied by Northeastern as a licensor of such Licensed Materials. Notwithstanding the fact that certain Facility Information may constitute  Northeastern Materials, these Terms of Service do not limit your rights under this  Section 2.2 to the extent such limitations are inconsistent with the terms and conditions  of the Creative Commons License. 

7.2. This Site and the information it contains, such as text, images, graphics, data, reports,  links, information from third parties, data analysis, services, and other material contained therein and made available on the Site are the property of Northeastern, its  affiliates and licensors, and are protected from authorized copying and dissemination by  United States copyright law, trademark law, international conventions, database and  other intellectual property rights. 

7.3. You may not (and may not allow any third party to) copy, modify, create a derivative  work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer  any right in the Platform. You agree not to modify the Platform in any manner or form,  or to use modified versions of the Platform, including (without limitation) for the  purpose of obtaining unauthorized access to the Services.  

7.4. You agree not to access the Platform by any means other than through the Site’s  interface that is provided by us for use in accessing the Platform. Any rights not expressly granted herein are reserved. All other product names are trademarks or  registered trademarks of their respective owners. 

8. Digital Millennium Copyright Act  

8.1. If you believe any materials accessible on or from this Website infringe your copyright,  you may request removal of those materials (or access thereto) from this Site by  contacting Northeastern’s copyright agent (identified below) or providing the following  information through the Contact Us page on the Site: 

8.1.1. Northeastern Copyright Agent: Office of General Counsel – Northeastern  University, https://generalcounsel.northeastern.edu/. 

8.1.2. Identification of the copyrighted work or infringing material that You believe to  be infringed. Please describe the work, and where possible include a copy or the  location (e.g., URL) of an authorized version of the work. 

8.1.3. Your name, address, telephone number and (if available) e-mail address. 8.2. In an effort to protect the rights of copyright owners, Northeastern maintains a policy  for the termination, in appropriate circumstances, of subscribers and account holders of  this Site who are repeat infringers. 

9. Third Party Materials  

9.1. The Platform and Services may integrate or contain links to websites, content and  services provided by third parties (“Third Party Materials”). The Supply Trace Research  Pilot does not validate or endorse such Third-Party Materials, including as to the  accuracy, completeness, reliability, security, appropriateness, or availability of such  Third Party Materials. Your access to and use of such Third-Party Materials is at your  own risk. You access to and use of such Third Party Materials may be subject to terms  outside these Terms of Use, which you should review thoroughly prior to accessing or  using such Third-Party Materials.  

9.2. Northeastern and its collaborative partners take no position on the diverse views  presented in linked material within the database, nor can we guarantee the factual  accuracy of all the articles and reports we make available. The appearance of such links  does not constitute endorsement of the websites they lead to or the information  contained therein, over which we exercise no editorial control. 

9.3. Without limitation to Section 11, Northeastern makes no representations or warranties  with respect to Third Party Materials. We expressly disclaim all express and implied  warranties of any kind in connection to or in relation to Third-Party Materials, including  any implied warranties of merchantability, fitness for a particular purpose, accuracy,  non-infringement of third-party Intellectual Property Rights, and any warranties that  may arise from course of dealing, course of performance, or usage in trade. In no event  shall Northeastern be responsible or liable, directly or indirectly, or any losses incurred  in connection with your access to or use of Third-Party Materials.  

10. Important Limitations on Content and Usage 

10.1. The Platform provides only a report of certain publicly available information that may be  relevant to identifying compliance-related risk as of the date such information was last  updated. It does not signify a particular risk determination or legal conclusion. You agree  not to rely solely on data provided through the Platform when making a decision to do  business with an individual or entity. You should conduct independent checks of individuals and entities to verify the accuracy of the data we process before making a  business decision. Inclusion or non-inclusion of an individual or entity in the Platform  should not automatically lead to any particular inference about them. You should  presume that any negative information in the Platform that relates to individuals or  entities is denied by them. 

10.2. You further agree that neither the Platform nor the content thereon constitutes a  determination of the existence, absence, or degree of compliance or other risk with  respect to any transaction; and neither we nor our subcontractors is a party to any  transaction between you and your customers or assumes any liability with respect to  any such transaction. 

10.3. When using the Platform, you agree that any charts and illustrations and the use of  colors and symbols are provided only for ease of visual reference. They do not specify a  person’s or entity’s legal status or signify a particular risk determination. In all cases, you  should review the underlying descriptions and all accompanying notes for the applicable  risk-related information and note the date on which such information was last updated. 

10.4. You agree that we may modify, change, remove or update the The Supply Trace  Research Pilot Site, Platform and Services from time to time and without prior notice to  you. Additionally, we may temporarily suspend access to the Site or the Platform from  time to time to perform routine maintenance, upgrades, or other service improvements. 

10.5. There may be information on the Site that contains typographical errors, inaccuracies,  or omissions, including descriptions, corporate details, shipping records, and various  other information. We reserve the right to correct any errors, inaccuracies, or omissions  and to change or update the information on the Site at any time, without prior notice. 

11. Disclaimer of Warranty  

11.1. The Supply Trace Research Pilot Platform is made available on an “as is” basis without  warranties of any kind. We hereby expressly disclaim any warranties of any kind, whether express or implied, including without limitation the warranties of non infringement, merchantability, and fitness for a particular purpose.

11.2. Northeastern offers no warranties, express or implied, regarding the accuracy,  sufficiency or suitability of the Supply Trace Research Pilot Platform or the content of  any information accessed via the Supply Trace Research Pilot Platform. You have the  sole responsibility for inspecting and testing all services and content to your satisfaction  before using them. Northeastern makes no warranties or representations whatsoever  regarding any goods or services or information provided by any third parties pursuant to  your use of the Supply Trace Research Pilot Platform and Northeastern shall not be a  party to such transactions or be liable for any costs or damages arising out of either  directly or indirectly, the actions or inactions of such third parties. 

12. User Feedback 

12.1. We value your feedback. You may provide or otherwise make available to the Supply  Trace Research Pilot any suggestions, enhancement requests, recommendations,  corrections, or other feedback (“Feedback”), whether related to the Site, Platform, or  Services, via the Contact Us link on the Site. These Terms of Use are applicable to Feedback submissions, and you hereby acknowledge and agree that such Feedback is  not confidential information and that your provision of such Feedback is gratuitous,  unsolicited and without restriction, and does not place Northeastern under any fiduciary or other obligation.  

12.2. Northeastern does not represent or warrant that the Site, the Platform or the Services  will be error-free, free of viruses or other harmful components, or that any defects will  be corrected.  

13. Indemnity 

13.1. You agree to indemnify, defend and hold harmless Northeastern, its affiliates, officers,  directors, employees, consultants, agents, representatives, licensors, and suppliers,  from any and all claims, losses, liability, damages and/or costs (including reasonable  attorneys’ fees and costs) arising out of or relating to (1) your use of the Site, Platform,  and/or Services, (2) your violation of these Terms of Use, including without limitation  any representations and warranties hereunder and any agreements incorporated by  reference; and/or (3) your infringement, or infringement by any other user of your  account(s), of any intellectual property or other right of any person or entity. 

14. Governing Law. 

14.1. These Terms of Use shall be governed by and interpreted in accordance with the laws of  the Commonwealth of Massachusetts, without regard to its conflict of law principles. You hereby irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States  of America located in Suffolk County, Massachusetts (the “Massachusetts Courts”) for  any litigation arising out of or relating to these Terms of Use, (ii) waive any objection to  the laying of venue of any such litigation in Massachusetts Courts, and (iii) agree not to  plead or claim in any Massachusetts Court that such litigation brought therein has been  brought in an inconvenient forum.