THE SCIENCE NERDS, LLC
TERMS & CONDITIONS
FOR PRODUCTS AND SERVICES

The Quotation (the “Quotation”) referencing The Science Nerds, LLC Terms & Conditions for Products and Services (the “Terms”) is subject to the terms and conditions set forth below.  Use of the products and services (the “Products” and the “Services,” respectively) referenced on the Quotation is subject to these Terms.  The customer specified on the Quotation (the “Customer”) agrees to abide by these Terms by accepting the Quotation.  Additional terms on any purchase order or other Customer form shall be deemed a material alteration hereof and are of no force or effect.  The Products include any products, equipment, article, item specified on the Quotation and sold to the Customer by The Science Nerds, LLC (“TSN”).  The Services include any professional services specified on the Quotation and performed by TSN for the Customer.  Collectively these Terms, the Quotation and any documents referenced in the Quotation shall be referred to as the “Agreement”).

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Payment

Customer will pay TSN all fees specified in the Quotation (the “Fees”) in U.S. Dollars currency and in full.  Customer will pay all Fees under these Terms within thirty (30) days of the date of the invoice and any Fees not paid when due and payable will accrue interest on a daily basis until paid in full at the lesser of: the rate of one and a half percent (1.5%) per month, or the highest amount permitted by applicable law.  Any monies due TSN from Customer can be set off against any other debts owed to TSN by Customer whether or not under the Quotation.

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No Cancellation/Refund

Customer may not terminate an order for Products and/or Services placed pursuant to an accepted Quotation.  Customer remains fully liable for the Fees regardless of Customer’s use or nonuse of the Products and/or Services.  Fees paid hereunder are non-refundable except as otherwise provided herein.

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Warranties, Representations and Covenants of TSN

TSN expressly warrants that all Products furnished hereunder shall be of merchantable quality and safe for their intended use.

TSN shall perform the Services in a good, workmanlike and safe manner consistent with industry standards applicable to providers of such services.  TSN shall use experienced and capable personnel to render the Services.

TSN warrants that the sale or use of the Products furnished hereunder will not infringe or contribute to the infringement of any patents, trademarks or trade names or embody any unauthorized use of trade secrets either in the United States or in foreign countries, and TSN covenants and agrees to indemnify and hold harmless Customer and its customers and the users of its products against any and all claims, demands, expenses and liabilities arising from or attributable to such infringement or unauthorized use of trade secrets.  If the sale or use of the Products is enjoined, TSN at its own expense and at TSN’s sole option shall (i) procure for the Customer and its customer the right to continue using and selling the Products, (ii) modify the Products so as to be non-infringing, (iii) replace the Products with non-infringing material, or (iv) refund the purchase price to Customer.

TSN shall comply with all laws, codes, ordinances, rules, regulations and statutes applicable to the performance of the Services including, without limitation, obtaining all licenses, permissions, consents or releases required in connection with the performance of its obligations under this Agreement.

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TSN is an entity duly organized and validly existing under the laws of the State of its formation or incorporation, and the execution and performance of this Agreement have been authorized and approved by appropriate management of TSN.

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Remedy on Defect or Failure

In the event of any defect or failure of the Products to perform as advertised, TSN, at TSN's sole option, shall, without any increase in the Fees, either replace such Products or correct such defects or failure.

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Delivery

TSN will ship the Products to Customer at the address specified on the Quotation using TSN’s standard methods for packaging and shipping.  TSN may make partial shipments of Products in its sole discretion.  Any time quoted for delivery is an estimate only.  Buyer will be charged for the cost of shipping.  Risk of loss passes to Customer upon delivery by TSN to TSN’s designated carrier.

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Customer Reference

Customer agrees that TSN may reference and use Customer’s name and trademarks in TSN’s promotional materials, including its website, solely for purpose of identifying Customer as TSN’s customer.

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Ownership

The intellectual property associated with the Products and Services belongs to TSN or its licensors in its entirety.  No right of ownership, title or interest is transferred to Customer under this Agreement and and any and all technology in any form or medium, including software and other works of authorship, data, databases, and collections of data, inventions (whether or not patentable) or discoveries, trade secrets and confidential information, and any processes, know-how, or techniques, in each case, that is conceived, developed, or reduced to practice by or on behalf of TSN in connection with the Products and/or Services is solely owned by TSN.  Any materials or documentation that TSN provides to the Customer pursuant to the Services is the intellectual property of TSN and it is licensed, not assigned.  TSN grants to Customer a limited, perpetual, non-exclusive, non-sublicensable worldwide right and license to use the materials and documentation solely for Customer’s internal business purposes.

No right is granted to share the materials and documentation with third parties or to create derivative works therefrom.

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Feedback

From time-to-time, Customer may make available to TSN, directly or indirectly, feedback, analysis, suggestions or comments about the Products or Services (collectively, “Feedback”). Customer hereby grants to TSN a non-exclusive, perpetual, irrevocable, transferable, royalty-free and worldwide right, with the right to grant and authorize sublicenses, to use and benefit from such Feedback to provide and improve the Products and/or Services and TSN’s business.

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Disclaimer of Warranty and Liability

ASIDE FROM ANY EXPRESS WARRANTY PROVIDED IN THESE TERMS, THE PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING, AND CUSTOMER ASSUMES ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS AND SERVICES AND ACKNOWLEDGES THAT THE USE OF THE PRODUCTS AND SERVICES, TO THE EXTENT APPLICABLE, MUST BE MADE IN STRICT CONFORMANCE WITH TSN’S INSTRUCTIONS, WRITTEN OR ORAL. TSN BEARS NO LIABILITY FOR ANY MISUSE OF THE PRODUCTS.  WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT TSN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT OR OTHER INTANGIBLE LOSS ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCTS OR SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF TSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THAT THEY ARE FORESEEABLE. TSN SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES EXCEPT AS PROVIDED FOR HEREIN UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TSN LIABILITY WITH RESPECT TO THE PRODUCTS AND SERVICES SHALL NOT EXCEED, IN THE AGGREGATE, $500.00. 

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Customer Indemnity

In addition to the rights and remedies provided above and in addition to any other rights which TSN might have at law or in equity, Customer agrees at its own expense to indemnify, defend and hold harmless TSN from any complaints, claims or lawsuits: (i) arising out of or resulting from facts which constitute a violation or breach by Customer of these Terms; (ii) arising out of or resulting from the acts or omissions of the Customer, its agents or employees in the use of the Products and/or Services; or (iii) Customer’s negligence, fraud or willful misconduct.

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Recalls

In the event TSN reasonably determines it is necessary to recall or retrofit any Products produced or provided by TSN to Customer for any reason bearing on their safety or for any non-conformance of the Products, Customer agrees to ship the Products back to Customer and TSN agrees to bear all costs and expenses incurred by it in complying with such recall or retrofit procedures and, in the event TSN is unable to replace the Products, it shall provide Customer with a full refund.

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Freight

Shipping charges will be billed to the Customer and will appear on the Product invoice.

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Priority

In the event of conflict among documents referred to in the Quotation, the order of priority shall be: (1) the Terms; (2) the Quotation; and (3) any remaining documents referred to in the Quotation.

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Governing Law

This Agreement shall be deemed to have been made in the State of Maryland and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of Maryland, without regard to conflict of laws principles. Judicial proceedings regarding any matter arising under the terms of this Agreement shall be brought solely in the federal or local courts of the State of Maryland.

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Confidential Information

Either party may disclose to the other certain confidential information and trade secrets relating to the disclosing party’s past, present and future research, data, business strategies, marketing plans, methodologies, processes, development and business activities and student data covered by the Family Educational Rights and Privacy Act (“Confidential Information”).  Except as required by its duties under this Agreement, the party receiving Confidential Information (“Receiving Party”) agrees that, until such time as the Confidential Information enters the public domain through no fault of the Receiving Party, Receiving Party will never, directly or indirectly, use, disseminate, or disclose any of the Confidential Information disclosed to it without the prior written consent of the disclosing party (“Disclosing Party”).  Upon completion of the work contemplated under this Agreement, the Receiving Party agrees to return to the Disclosing Party all copies of Confidential Information, and all drawings, documents, records, notebooks, disks, tapes, dates residing or recorded in electronic media, and all other representations of Confidential Information, whether prepared by either party to this Agreement or others.  Additionally, the Receiving Party agrees to immediately return, upon the Disclosing Party's request, all other information, data and property belonging to the Disclosing Party.  Both parties to this Agreement acknowledge that damage for the breach of this section may be difficult to ascertain; therefore, in the event of a breach or threatened breach by a party to this Agreement of the provisions of this section, the non-breaching party, in addition to any other available remedies, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach of the covenants contained in this section.  The parties’ obligations under this section shall survive the performance or any termination of this Agreement.

Miscellaneous

Modifications.  This Agreement can only be modified by a writing signed by authorized representatives of both parties and such writing shall specifically identify that a term or terms in the Quotation or these Terms is or are being superseded by a term or terms set forth in the aforementioned writing.  

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No Assignment.  The rights and obligations of the parties hereto are not assignable by Customer without the prior written consent of TSN, which may be withheld in TSN’s sole and absolute discretion.  TSN may assign its rights and obligations hereunder to any affiliate of TSN without Customer’s consent.

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No Waivers.  No failure by either party to exercise any power given to it under this Agreement, or to insist upon strict compliance by the other party of any obligation hereunder, and no custom or practice of the parties at variance with the terms of this Agreement will constitute a waiver of the party’s right to demand exact compliance with the terms hereof.

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Remedies Non-Exclusive.  No remedy made available to any party by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other available remedy.

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Severability.  Should any provision of these Terms be declared invalid for any reason, such invalid provisions shall not affect the validity of any other provisions, which other provisions shall remain in force and effect as if this Agreement had been executed with the invalid provisions eliminated.

Independent Contractors.  TSN’s relationship to Customer with respect to the Services shall be that of an independent contractor.  Nothing herein shall be construed as creating or implying any partnership, joint venture, or similar relationship between TSN and Customer.  Personnel supplied by TSN to perform the Services will be deemed employees of TSN and will not for any purpose be considered employees or agents of Customer including, without limitation, for purposes of participation in any retirement, savings, welfare or other benefit plan, policy or program of Customer, or any health and disability and workers’ compensation insurance plans or programs.  TSN will be solely responsible for the supervision, daily direction and control of its employees while such employees are performing Services under this Agreement.  Neither party hereto has any authority of any kind to bind the other party in any respect whatsoever, nor shall either party hereto act or attempt to act, or represent itself, directly or by implication, as an agent of the other party hereto or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other party hereto.

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Force Majeure.  In no event shall TSN be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond TSN’s control, including, without limitation, fires, floods, pandemics, acts of God, government regulation, actions by foreign, federal, state or local governments, strikes, lockouts, or labor disputes, wars, riots, acts of terrorism, insurrection, freight embargoes, transportation delays, shortages of transportation equipment, fuel or any other causes not within TSN’s control. In the event of a delay, TSN shall resume its obligations under this Agreement as soon as practicable after the cause for delay has ceased.