Terms

Summary

The important points:

1. The materials that you give us are confidential in nature and we will take the utmost care in ensuring that they remain private.

2. We make no authorship or ownership claims on any written material that we receive from customers.

3. Refunds are granted at the discretion of a managing editor. We generally grant refunds to unsatisfied customers, though we have very few!

4. If you want to make alterations to the figures that we create for you, please ask us for permission, as this represents our work.

Confidentiality

This Confidentiality Agreement (this “Agreement”), last updated September 19, 2023, is between Ad Astra Editors, doing business as the brand Science Journal Editors, a Kansas corporation, and [LEGAL NAME OF PARTY 2], located at [ADDRESS] (each, a “Party” and, collectively, the “Parties”).

1. In connection with [__] (the “Purpose”), either Party (“Disclosing Party”) or its Representatives (as defined below) may disclose, make available, or otherwise provide access to Confidential Information (as defined below) to the other Party (“Recipient”). Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3 of this Agreement, shall not disclose such Confidential Information other than to its employees, officers, directors, members, managers, attorneys, accountants, affiliates, and financial advisors (collectively, “Representatives”) who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations to Recipient which are no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a reasonable degree of care. Recipient will be responsible for any breach of this Agreement caused by its Representatives. Recipient agrees to notify Disclosing Party in writing within three (3) days of any misuse or misappropriation of the Disclosing Party’s Confidential Information that may come to Recipient’s attention.

2. “Confidential Information” means all non-public proprietary or confidential information disclosed or made available by the Disclosing Party or its Representatives, [including, without limitation to the generality of the foregoing, confidential research manuscripts] whether such information is disclosed or made available in oral, visual, written, electronic, or other tangible or intangible form, or whether observed by the Recipient or its Representatives at the Disclosing Party’s facility, and shall also include all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) was in Recipient’s possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without use of, reliance on, or basis in any Confidential Information. Confidential Information also includes (x) the facts that the Parties are in discussions regarding the Purpose and that Confidential Information has been disclosed; and (y) any terms, conditions, or arrangements discussed.

3. If Recipient or any of its Representatives is required by applicable law, regulation or a valid legal order to disclose any Confidential Information, Recipient shall, to the extent legally permissible, notify Disclosing Party of such requirements so that Disclosing Party may seek a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) reasonably cooperate with Disclosing Party’s efforts to ensure that such Confidential Information is afforded confidential treatment.

4. At any time upon Disclosing Party’s request or upon the expiration or termination of this Agreement, Recipient shall promptly return to Disclosing Party or destroy all Confidential Information and any Notes, and shall direct its Representatives to return or destroy all Confidential Information and Notes in their possession. Upon Disclosing Party’s written request, Recipient shall confirm the destruction of such Confidential Information and Notes in writing; provided, however, that Recipient may retain copies of Confidential Information and Notes that are stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof, provided that Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information and Notes. Return or destruction of Confidential Information and Notes prior to expiration or termination of this Agreement shall not relieve Recipient or its Representatives from their respective obligations under this Agreement.

5. This Agreement imposes no obligation on either Party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Recipient or any other person relating to Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom.

6. Disclosing Party retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person.

7. The rights and obligations of the Parties under this Agreement expire three (3) years after the Effective Date; provided that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives.

8. Recipient acknowledges and agrees that any breach of this Agreement would cause irreparable harm and injury to Disclosing Party for which money damages would be an inadequate remedy and that, in addition to remedies at law, Disclosing Party is entitled to seek equitable relief as a remedy for any such breach.

9. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Kansas, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Leawood, KS. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

10. All notices must be in writing and addressed to the relevant Party at its address set forth in the preamble (or to such other address as such Party specifies in accordance with this Section 10). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.

11. This Agreement is the entire agreement of the Parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter, and shall not be subsequently limited, modified or amended by any “clickthrough” agreement relating to the confidentiality of Confidential Information agreed to in connection a Party’s access to any data site maintained in connection with the Purpose. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both Parties. This Agreement may be signed in one or more counterparts, including electronic portable document format (PDF) copies, each of which shall be deemed one and the same original. Neither Party shall assign or transfer its interest or obligations hereunder without the written consent of the other Party. Any purported assignment or transfer without such written consent shall be null and void.

            In witness whereof, the Parties have executed this Agreement as of the Effective Date.

Ad Astra Editors, Inc., DBA Science Journal Editors

[LEGAL NAME OF PARTY 2]

Refunds

Refund requests on grounds of unsatisfactory work are granted at the discretion of managing editors. As a guiding principle, refunds are granted in proportion to the amount of work not fully completed or the amount requested to be left incomplete by the Client. Refunds are also granted in cases in which a text has been rejected by a publication due to language errors at the fault of SJE.

Figures/illustrations: Revisions not at fault of the artist will be billed at $96/h.

Illustration material ownership

Science Journal Editors reserves the right to use its own art for self-promotion. The resources, research, preliminary drafts and final artwork will remain confidential until publication and approval by the Client. Client retains permission to display their commissioned artwork in perpetuity. All rights not expressed remain the property of the artist. All sketches and preliminary work remain the property of the artist. Clients may not edit, correct, adapt, or modify the finished artwork without permission from the artist or a managing editor at SJE.