SOURCE EXPLORER

TERMS OF USE

Updated and Effective as of February 27, 2018

These Terms of Use (these “Terms”) govern your access and use of the Source Explorer web-based services (the “Services”) offered through www.SourceExplorer.com (the “Site”). The Site is owned by, and the Services are provided by, Vantage Search, Inc, a Texas corporation, d/b/a Source Explorer (the “Company”).

By using the Site and the Services, you are agreeing to these Terms. Please read them carefully.

1. AMENDMENTS.

The Company may modify these Terms or any additional terms that apply to the Services at any time without prior notice. You should look at these Terms regularly. If you do not agree to the modified Terms, you should discontinue your use of the Site and the Services.

2. REGISTRATION.

Only Members may use the Site or the Services. To become a “Member,” you must register with the Site by creating an account as either a Supplier or as a Client. A Member cannot register as both a Client and a Supplier, or create separate Source Explorer accounts as a Client and as a Supplier, without prior specific approval from the Company.

  • A company offering its goods and/or services to life science companies through the Site (a “Supplier”) may create an account on the Site as a Supplier. If you create a Source Explorer account as a Supplier, then you must also agree to the Supplier Terms in Section 14 below. Any Supplier personnel who has access to the Supplier account is referred to as a “Supplier User.”
  • An individual working for a life science company searching for new Suppliers through the Site (a “Client”) may create an account on the Site as a Client. If you create a Source Explorer account as a Client, then you must also agree to the Client Terms in Section 15 below.
  • 3. LICENSE TO ACCESS SITE.

    The Company grants you (as a permitted user) a limited, revocable, non-exclusive license to access the Site in compliance with applicable law and these Terms. Use of the Site beyond the scope of authorized access granted to you by these Terms immediately terminates that license.

    Access and use of the Site may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems, or from the unavailability of the Site or the Services for any reason.

    4. USE OF THE SERVICES.

    You must follow any of the Company’s policies made available to you within the Site or the Services. You may use the Services only as permitted by law. The Company may suspend or stop providing the Services to you if you do not comply with these Terms or the Company’s policies or if the Company is investigating suspected misconduct.

    Using the Services does not give you ownership of any intellectual property rights on the Site or in the Services or the content that you access. You may not use content from the Site or the Services unless you obtain permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used on the Site or in the Services. Don’t remove, obscure, or alter any legal notices displayed on the Site or in or along with the Services.

    The Site displays some content that does not belong to the Company. This content is the sole responsibility of the person or entity that makes it available. The Company may (but has no obligation to) review content to determine whether it is illegal or violates the Company’s policies, and the Company may remove or refuse to display content that the Company reasonably believes violates the Company’s policies or the law.

    5. SOURCE EXPLORER ACCOUNT.

    You will need a Source Explorer account in order to use the Site and the Services.

    To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your Source Explorer account. Try not to reuse your Source Explorer account password on third-party applications. If you learn of any unauthorized use of your password or Source Explorer account, please notify the Company using the instructions set forth the Section 16.7 below.

    Account registration requires you to provide information. You must ensure that all information provided to the Company through the Site and the Service is correct, current and complete. If the Company believes the information you provide is not correct, current or complete, the Company may refuse you access to the Site or the Services, remove your information from the Site or the Services, or terminate or suspend your access to the Site or the Services.

    You may only use the Site and the Services for legitimate and legal business purposes. You may not use the Site or the Services for personal or non-business use.

    6. CONTENT GUIDELINES.

    You are solely responsible for content that you post on the Site or the Services, and for your reliance on content posted by third parties. Content that you post to the Site or the Services must be appropriate. Inappropriate content includes material that (i) infringes on the copyright or other intellectual property of any other party, (ii) is vulgar, obscene, pornographic, racist or indecent; (ii) does not pertain to the Site or the Services; (iv) threatens, abuses, libels or defames others; (v) violates any law; (vi) is false or inaccurate, (vii) misrepresents your identity or connection to any other entity or person, or (viii) includes programs that contain viruses, worms, and/or Trojan horses or similarly harmful software.

    The Company does not monitor the use of the Site to determine compliance with these Terms, but the Company reserves the right to remove any information for violation of these Terms or for any other reason.

    7. PRIVACY AND COPYRIGHT PROTECTION.

    The Company’s Privacy Policy is available on the Site. The Privacy Policy explains how the Company treats your personal data and protect your privacy when you use the Site and the Services. By using the Site and the Services, you agree that the Company can use such data in accordance with the Company’s Privacy Policy.

    The Company respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights, please notify the Company using the instructions provided in Section 16.7 below

    8. INTELLECTUAL PROPERTY.

    Some areas of the Site and the Services allow you to submit content. You retain ownership of any intellectual property rights that you hold in that content.

    When you upload or otherwise submit content to the Site or the Services, you give the Company (and those the Company works with) a worldwide, royalty-free, fully paid, transferable license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes the Company makes so that your content works better with the Site and the Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Site and the Services, and to develop new ones. This license continues even if you stop using the Site or the Services. By posting any content on the Site or with the Services, you are representing and warranting to the Company that you have the necessary rights to grant the Company this license for any content that you submit to the Site or the Services.

    If you have a Source Explorer account, the Company may display your profile name, profile photo, logo, and actions you take on the Company or on third-party applications connected to your Source Explorer account (such reviews that you write and comments that you post) in the Site or the Services, including displaying in ads and other commercial contexts.

    Source Explorer is a trademark of the Company. Trademarks, service marks, and logos appearing in the Site or the Services are the property of the Company or the party that provided the trademarks, service marks, and logos to the Company or the Site or the Services. The Company and any party that provided trademarks, service marks, and logos to the Company retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in the Site or the Services.

    9. MODIFYING AND TERMINATING THE SERVICES.

    The Company is constantly changing and improving the Site and the Services. The Company may add or remove functionalities or features, and the Company may suspend or stop the Site or any of the Services altogether.

    You can stop using the Services at any time. The Company may also stop providing the Site or the Services to you, or add or create new limits to the Site or the Services at any time.

    10. WARRANTIES AND DISCLAIMERS.

    USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

    OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER OF THE COMPANY NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”) MAKES ANY SPECIFIC PROMISES ABOUT THE SITE OR THE SERVICES, EXPRESSED OR IMPLIED. FOR EXAMPLE, THE COMPANY DOESN’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SITE OR THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SITE OR THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. THE COMPANY PROVIDES THE SITE AND THE SERVICES “AS IS; WHERE IS,” WITH ALL FAULTS.

    SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, THE COMPANY EXCLUDE ALL WARRANTIES.

    WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESSTO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. 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.

    WITHOUT LIMITING THE FOREGOING, NONE OF THE COMPANY PARTIES WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY TASK OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICE.

    NONE OF THE COMPANY PARTIES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.

    NONE OF THE COMPANY PARTIES WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

    THE COMPANY PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

    11. LIMITATION ON LIABILITY.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY PARTIES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY PARTIES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID THE COMPANY TO USE THE SERVICES (OR, IF THE COMPANY CHOOSES, TO SUPPLYING YOU THE SERVICES AGAIN)

    IN ALL CASES, THE COMPANY PARTIES, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

    12. LINKS TO OTHER WEBSITES.

    Links (such as hyperlinks) from the Site or the Service to other sites on the Web do not constitute the endorsement by the Company of those sites or their content. Such links are provided as an information service, for reference and convenience only. The Company does not control any such sites, and is not responsible for their content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the Company Service as well as any advertisements displayed in connection therewith) does not mean that the Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.

    The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, and not by the Company's Privacy and Terms Statement. You access such third-party websites at your own risk. The Company expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Site or the Service. You hereby agree to hold the Company harmless from any liability that may result from the use of links that may appear on the Service.

    13. INDEMNIFICATION.

    You hereby agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with (i) your use or inability to use the Site or the Services, or (ii) any content submitted by you or using your account to the Site or the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of the Company.

    14. SUPPLIER TERMS.

    For a Member to be a Supplier, the Member must establish a Supplier account and profile through the Site, with the intention of being considered as a source of goods and/or services for one or more Clients. It is the Supplier’s responsibility to ensure that its profile is correct and complete at the time of registration and that the profile information is maintained and updated so long as the Supplier remains a Member.

    A Supplier must be a business entity, possessing all licenses, permits, registrations, certifications, rights legally required for the Supplier to offer and sell goods and/or services to Clients. All Supplier Users must be individuals at least 18 years of age and employed by, or acting under, the Supplier’s authority as a business entity.

    There will be one Source Explorer account per Supplier. If various Suppliers operate under one parent company and provide distinct and unique services, each subsidiary will need to register for a separate Supplier membership.

    Multiple Supplier Users from the same Supplier can log into a Source Explorer account under a Supplier profile, and have access to the Supplier profile, edit the profile, and upload video content.

    The Supplier’s profile must reflect the goods and/or services offered by the Supplier. The Supplier profile includes (among other information that may be designated as mandatory by the Company):

  • overview of the Supplier company;
  • personalized logo and banner;
  • description of goods and/or services;
  • primary and secondary contact information;
  • number of employees;
  • location;
  • goods and/or services list;
  • link to Supplier website;
  • expertise;
  • information to differentiate the supplier; and
  • diversity status and self-certification form (if applicable)
  • The Supplier profile can only be viewed by Clients, not by other Suppliers. The Supplier profile can be marked as a “favorite” by Clients. Social media links can be provided in the Supplier’s company profile.

    Suppliers may be reviewed by Clients who may give Suppliers 1-5 star ratings. If there is a situation where a Supplier believes a negative review to be inaccurate, the Supplier should contact Source Explorer directly to dispute the review. If it is agreed that the review is inaccurate or unfair, it will be removed from the postings. The star rating will still be included in the aggregate star rating.

    The Company makes no guarantees to the Supplier that membership on the Site will generate any particular amount of search results or any particular volume of business for the Supplier.

    There are presently three types of Supplier memberships (Silver Membership, Gold Membership, and Platinum Membership) as follows:

    Supplier Silver Membership

    The Supplier Silver Membership includes the following features:

  • Exposure to life science organizations through Source Explorer direct marketing;
  • Supplier profile featured in search results on the Site;
  • Unlimited ability to update profile on self-administered basis;
  • Ability to view Client reviews and ratings of Supplier’s business;
  • Access to Supplier dashboard to track metrics;
  • Receive notification e-mails when Clients leave new reviews; and
  • Receive daily/weekly/monthly dashboard updates via automatic e-mails.
  • Supplier Gold Membership

    The Supplier Gold Membership includes all of the same features as a Supplier Silver Membership plus the following features:

  • Ability to respond to Client reviews;
  • Featured above Silver Members in Search Results;
  • Ability to earn Source Explorer verified badge; and
  • Company overview video featured in Supplier profile.
  • Supplier Platinum Membership

    The Supplier Platinum Membership includes all of the same features as a Supplier Gold Membership plus the following features:

  • Featured at the top of all search results;
  • Minimum 2 week feature in Supplier spotlight; and
  • Receive lead list of Clients who have reviewed the Supplier.
  • Subscription Fees for Suppliers

    Each Supplier (whether joining as a Silver Membership, a Gold Membership, or a Platinum Membership) must pay a subscription fee. The fees for each level of Supplier Membership are set forth on the Supplier registration page of the Site. Site subscription fees can either be paid in a lump sum or a separate invoicing process that is agreed upon by Source Explorer and individual Suppliers. If a Supplier falls below a 3 star rating, the Supplier will be removed from the Site’s database and receive a prorated refund of its subscription fee, if applicable. All other fees are nonrefundable.

    Source Explorer reserves the right to update and amend the Supplier Terms at its discretion and without prior notice.

    The Supplier acknowledges and agrees that, should it wish to discontinue its Source Explorer membership, the Supplier will be responsible for verifying account deletion.

    15. CLIENT TERMS.

    For a Member to be a Client, the Member must establish an account through the Site, with the intention of searching for new Suppliers to provide goods and services.

    A Client must be a life science business entity, possessing all licenses, permits, registrations, certifications, rights legally required for the Client to purchase goods and/or services from Suppliers. All Clients must be individuals at least 18 years of age and employed by a life sciences company.

    Client Membership enjoys the following features:

  • The Client membership is a free membership that will allow unlimited lifetime Supplier searches;
  • There will be one Source Explorer account per Client;
  • The Client can rate Suppliers and provide written reviews;
  • The Client can invite Suppliers to join Source Explorer;
  • The Client can search through specialty and subspecialty categories to discover the Supplier with the best fit; and
  • The Client can store their search history of Suppliers
  • Source Explorer reserves the right to update and amend the Client Terms at its discretion and without prior notice.

    The Client acknowledges and agrees that, should it wish to discontinue its Source Explorer membership, the Client will be responsible for verifying account deletion.

    16. MISCELLANEOUS.

    16.1. Relationship of the Parties.No agency, partnership, joint venture, employment or franchise relationship is intended or created by your use of the Site or Service or otherwise by these Terms, and you may not make any commitment on the Company’s behalf.

    16.2. No Third Party Beneficiaries. These Terms control the relationship between the Company and you. They do not create any third party beneficiary rights.

    16.3. No Waiver. If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that the Company is giving up any rights that we may have (such as taking action in the future).

    16.4. Severability. If it turns out that a particular term of these Terms is not enforceable, this will not affect any other Terms.

    16.5. Headings. The headings of these Terms are for convenience of reference and shall not form part of, or affect the interpretation of, these Terms.

    16.6. Entire Agreement. These Terms and any additional terms to which you agree when using particular elements of the Services (for example, terms relating to the payment of fees for certain Services or Content), constitute the entire and exclusive and final statement of the agreement between you and the Company with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and the Company with respect to the subject matter hereof.

    16.7. Notices. Except as otherwise specified, any notices hereunder shall be in writing and submitted via e-mail to support@sourceexplorer.com (with receipt confirmation), provided that such message is then followed by mailed confirmation to: Source Explorer, 1120 South Freeway Suite 123A, Fort Worth, TX 76104, Attn: Legal Department.

    16.8. Governing Law and Venue. THE LAWS OF TEXAS, EXCLUDING TEXAS’S CONFLICT OF LAWS RULES, WILL GOVERN AND THESE TERMS AND THE INTERPRETATION OF THESE TERMS AND WILL APPLY TO ANY DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. All claims arising out of or relating to these Terms or the Services will be litigated exclusively in the federal or state courts of Tarrant County, Texas, and you and the Company consent to personal jurisdiction in those courts.