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Supplementary Agreement

This version in effect since July 21, 2011

This Supplementary Agreement and the Flintbox Terms of Use Agreement together govern access to and use of Flintbox Groups. By submitting a request for to create or join a Flintbox Group or claim a Profile, you acknowledge and signify that you have read, understood, and agreed, without modification, limitation or qualification, to be bound by this Supplementary Agreement and the Flintbox Terms of Use Agreement. If you do not accept and agree to this Supplementary Agreement and the Flintbox Terms of Use, you may not request access or use any Flintbox Group or Profile services.

1. Groups and Profiles

Flintbox (“Groups”) are defined sets of people listed under a common group name who can use Flintbox services for Groups. These Flintbox services (“Services”) include but are not limited to such activities as publishing information on the Website, offering software or materials for distribution or sale, creating Profiles of people, and determining who can join a Group you belong to, and setting the permissions of people that are part of a Group you belong to. Flintbox (“Profiles”) are pages describing a person that are automatically populated with information from the use the VIVO (www.vivoweb.org) and can be manually updated using Flintbox Services to include a wide range of information about a person’s expertise. By claiming a Profile an individual can gain ownership of the Profile for editing and modification.

2. Acceptance of this Agreement

(a) Access: Access to and use of Flintbox Groups, Profiles, and related services are governed by this Supplementary Agreement and the Flintbox Terms of Use. By having a Flintbox Group or Profile, submitting a request for a Flintbox Group, requesting to join a Group or claim a Profile you acknowledge and signify that you have read, understood, and agreed, without limitation or qualification, to be bound by this Supplementary Agreement and the Flintbox Terms of Use.

(b) Advertisements: Advertisements regarding services on the Website are invitations for registrations, and are not offers. Advertised services may not be available when requested. Flintbox reserves the right to limit the number of Groups or Profiles and the amount of services provided, or to refuse to provide requested Groups, Profiles, and Services.

(c) Acceptance: If Flintbox accepts your request for a Flintbox Group or approves your claiming of a Profile, then you will automatically be bound by this Supplementary Agreement and the Flintbox Terms of Use, and: (i) you will be the "Group Member" or “Profile Owner” referred to in this Supplementary Agreement and (ii) the services available to your Flintbox Group or Profile will be the "Services" referred to in this Supplementary Agreement.

(d) Use of Terms: Capitalized terms used in this Supplementary Agreement are defined in this Supplementary Agreement or in the Flintbox Terms of Use. The Supplementary Agreement will supersede the underlying terms and conditions solely with respect to the Group, Profile, and the Services. In all other cases, the underlying terms and conditions should govern.

3. The Services

(a) Services: Subject to this Supplementary Agreement and the Flintbox Terms of Use, Flintbox will use reasonable commercial efforts to make the Services available to Group Members or Profile Owners. Flintbox may in its discretion change the Services from time to time without any notice or liability to Group Members, Profile Owners or any other person.

(b) Restrictions, Requirements and Acceptable Use: Group Members or Profile Owners will ensure that its use of the Website, the Group and the Services complies with: (i) this Supplementary Agreement and the Flintbox Terms of Use; (ii) the applicable restrictions and requirements specified on the Website (as amended by Flintbox in its discretion from time to time); and (iii) all applicable laws.

Without limiting the generality of the foregoing: (i) Group Members will not use the Website or the Services for the resale of products or the distribution of products available through retail stores or services; and (ii) Group Member or Profile Owners will ensure that its use of the Website, and the Services does not infringe or violate the rights (including intellectual property, industrial property, moral, privacy and publicity rights) of any other person.

4. Access Codes

(a) The Group or Profile, certain parts of the Website, and certain Services may be accessed and used only with the use of a username and password (collectively "Access Codes") provided or approved by Flintbox. Flintbox is not obligated to verify the actual identity or authority of any person using Access Codes to access and use the Group, a Profile, the Website, or the Services, and Flintbox may act upon any communication or act that is given or taken with the use of Access Codes whether or not authorized. Flintbox may in its discretion at any time require proof of the identity of any person seeking to access and use a Group, a Profile, the Website or the Services, and may deny access to and use of the Group, a Profile, the Website or the Services or refuse to accept or act upon any communication if Flintbox is not satisfied with such proof. If Flintbox in its discretion considers any Access Codes to be insecure or to have been used inappropriately, then Flintbox may immediately suspend or cancel the Access Codes without any notice or liability to the user of the Access Codes or any other person. Access Codes do not prohibit or restrict Flintbox's access to any portion of the Website or any Content posted to the Website.

(b) If Flintbox issues or approves Access Codes for use by Group Member or Profile Owners: (i) Group Member or Profile Owner is fully responsible and liable for all use and misuse of the Access Codes; (ii) Group Member or Profile Owners will keep the Access Codes secure and confidential at all times, and will not disclose the Access Codes to any other person or permit any other person to use the Access Codes; and (iii) Group Member or Profile Owners will immediately notify Flintbox by telephone (412-481-2511) if Group Member or Profile Owner knows or suspects that the Access Codes have become known to or used by any other person or might otherwise be available for unauthorized use.

5. Group and Profile Content

(a) Publishing Content: Services may allow Group Members or Profile Owners, depending on the assigned the role, to enter and post information, data, technologies, expertise, researcher names, emails, software, personal or organizational descriptions, and other content that is entered on the Website by Users (collective referred to as “Content”). Content can be published and Group Members or Profile Owners can use Services for licensing, selling, and distributing Content such as but not limited to materials, software, and course materials through the Website to other Users. Group Members or Profile owners who post or distribute Content are fully responsible and liable for all Content posted or distributed using the Website.

(b) Representations/Warranties: A Group Member or Profile Owner who posts or distributed Content represent, warrants and covenants to Flintbox as follows:

(i) Group Member has and will at all times retain the right and full power and authority under all applicable laws to: (1) post the Content to the Website for publication and distribution through the Website to other Website users; and (2) authorize and permit Flintbox to facilitate the publication and distribution of the Content pursuant to this Agreement and to use the Content for that purpose. Group Members and Profile Owners should verify with their applicable academic institutions (e.g. technology transfer offices) or employers that they have clearance or have obtained all necessary clearances to distribute content on website;

(ii) the use of the Content by Group Member, Profile Owners, Flintbox and Website users as contemplated by this Supplementary Agreement will not violate any applicable laws (including without limitation all applicable Canadian, U.S., or other countries export laws concerning the transmission of technical data and other regulated materials) and will not infringe the rights (including without limitation intellectual property, industrial property, privacy, and publicity rights) of any person;

(iii) except for technological restrictions on the use of the Content that are expressly disclosed by Group Member, the Content does not contain any computer code that may lock, disable, erase, or limit the functionality or use of the Content;

(iv) the Content does not contain any intentional or unintentional virus, trojan horse, worm, time bomb, cancelbot, disabling device or other computer code that may compromise, degrade, harm, detrimentally interfere with, surreptitiously intercept or expropriate, or otherwise adversely affect, or facilitate unauthorized access to or use of, the Content, the Website, or any computer system, hardware, software, or telecommunications equipment in connection with which the Content is or may be used, or any related data;

(v) the Content is not misleading or otherwise deceptive, and does not contain any libelous, defamatory, obscene or profane material or content that may cause harm to other persons; and all materials that are distributed are packaged in a manner appropriate with their safety requirements.

(vi) the Content strictly complies with the requirements of this Supplementary Agreement and Flintbox Acceptable Use policy that is included in the Terms of Use Agreement.

(c) Monitoring: Flintbox is not obliged to monitor, screen, police or edit the use of the Group, a Profile, or the Services (including without limitation the Content), although Flintbox reserves the right to do so in its discretion and without any notice or liability to Group Member, Profile Owner, or any other person.

(d) Removal of Content: Notwithstanding any other provision of this Agreement, if Flintbox in its discretion considers any Content to be prohibited by this Supplementary Agreement or Flintbox Acceptable Use policy, or if Flintbox receives a complaint regarding any Content, Flintbox may in its discretion immediately remove the offending Content from the Website without any notice or liability to Group Member, Profile Owner, or any other person, and Group Member or Profile Owner will no longer post the Content or any similar materials to the Website.

6. Transaction Fees

(a) Transaction Fees: Flintbox Services allows Users to purchase Content or other offered items by a Group using a Paypal account or credit cards and these transactions are subject to a flat, 10% Transaction Fee on the total payment received.

(b) Digital Keys: Some software products have “keys”, or codes, required to activate and make usable the downloaded software products. Flintbox requires a 5$ per download (“Handling Fee”) for the distribution of software keys.

(c) Payment Distribution: Flintbox deducts the Transaction Fees and any Handling Fee from revenue received and distributes by mail received payments, with an explanatory accounting statement, at the end of each quarter. Information and checks are sent and made payable to the primary contact for a Group or Flintbox will directly contact authorized Group Members to determine the Designated Contact for payment remittance.

(d) Taxes: Flintbox Services include tools to calculate and add taxes in addition the listed price for Content or other items for sale on Flintbox. Flintbox distributes any collected taxes to the Group’s Designated Contact as part of the payment distribution. Flintbox does not remit any Taxes collected during transactions on Flintbox. Group Members are responsible and liable for the decision to collect, and for the remittance of any and all such Taxes to the relevant authorities in a timely manger. Group Members will indemnify Flintbox of any liability to collect, withhold or remit, any such Taxes.

(e) Refunds: Upon request by an authorized Group Member, Flintbox will facilitate refunds and reimbursements of payments made by Users for Content or other items paid for through Flintbox. The transaction fees incurred by Flintbox or third party services are not refundable.

(f) Records: Flintbox Services includes a record of the transactions for each Group, including payments amounts made by Users. Flintbox will maintain records of all received payments for 5 years and will upon request, provide copies of these records.

(g) Changes: Flintbox reserves the right to change information on fees at any time and will provide notice to Group Members that have made transactions through the Flintbox 30 days prior to adjustments.

7. Proprietary Rights

(a) Flintbox's Ownership: The Website and the Services are the property of Flintbox and its licensors, and are protected by international copyright and other laws. As between the parties, Flintbox owns and retains all right, title and interest (including without limitation intellectual property rights) in, to and associated with the Website, the Account, and the Services (including without limitation all software, technology and data used to create and operate the Website and the Account and provide the Services). The Group or Group Member or Profile Owner will not acquire any right, title or interest in or to the Website, the Group, a Profile, or the Services, except for the limited license set forth in this Supplementary Agreement.

(b) Group Content: Group Members or Profile Owners hereby grants to Flintbox a non-exclusive, worldwide, royalty-free right and license (the "Service License") to use (including reproduce, reformat, publish, publicly display, publicly distribute, and present) any Content that is, through using Flintbox Services, published or made publically viewable by Group Member or Profile Owner. Rights are required to provide Services and to Flintbox’s obligations under this Supplementary Agreement, including without limitation integrating the Content into a database that can be searched by and displayed to Website users and included in marketing material used by Flintbox. The Service License will subsist during the term of this Supplementary Agreement and for such reasonable period thereafter as may be necessary to allow Flintbox to remove the Content from the Website and related databases.

(c) Reservation: All rights not expressly granted under this Agreement are reserved to Group Members and Profile Owners.

8. Indemnification

Group Member or Profile Owner will defend, indemnify and save harmless Flintbox and its Representatives from and against all Claims and Proceedings directly or indirectly arising from, connected with or relating to Group Member’s or Profile Owner’s access to or use of the Group, a Profile, the Website or the Services, Group Member's breach of this Supplementary Agreement or the Flintbox Terms of Use, or any negligence or other act or omission by Group Member, Profile Owners, or any person for whom Group Member or Profile Owneris responsible pursuant to this Supplementary Agreement or at law. Flintbox and its Representatives will have sole control over the defense of and settlement negotiations relating to all third party Claims and third party Proceedings, and Group Member will assist and co-operate as reasonably required by Flintbox in the defense of all such Claims and Proceedings. In this Agreement:

(i) "Claims" means claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, losses, legal fees, costs, expenses and disbursements (including without limitation reasonable lawyers' fees and court costs) of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute;

(ii) "Proceedings" means actions, suits, proceedings and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal; and

(iii) "Representatives" means directors, officers, employees, agents, representatives, successors, assigns, licensees, service providers, licensors, related persons and each of them. This Section 7 supplements and is in addition to similar provisions in the Flintbox Terms of Use.

9. Termination and Suspension

(a) Termination: Flintbox may in its discretion, and in addition to its other remedies, immediately suspend or Terminate a Group, a Profile, aGroup Member’s or Profile Owner’s access to and use of the Group, a Profile, and some or all of the Services (including restricting certain Group functionalities) without any prior notice or liability to Group Member or Profile Owner.

(b) Termination by Group Member: Group Member or Profile Owner may terminate this Agreement at any time by providing immediate delivery of notice to Flintbox to support@flintbox.com. All Group Member or Profile Owner obligations incurred before termination will survive termination, as will all rights of Flintbox.

(c) Consequences of Termination: If this Agreement is terminated for any reason whatsoever: (i) Group Member or Profile Owner will no longer use the Account or any Services; and (ii) Flintbox may in its discretion immediately and permanently delete from its systems the Content and other data associated with Group Member, Profile Owner, Profile, or Group and the Services provide by Flintbox without any notice or liability to Group Member, Profile Owners, Group, or any other person, and the Group Member or Profile Owner will no longer have any right to access or use the Group, a Profile, the Services, or the Content on or through the Website.

(d) Survival: Notwithstanding any other provision of this Supplementary Agreement or the Flintbox Terms of Use, Sections 4, 6, 7, 8(e), and 8(f) of this Supplementary Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable.

If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.