These Terms of Service govern the use of the Mesozoic Research Center website and the professional services offered by Mesozoic Research Center. By browsing this website, submitting an enquiry, signing a proposal, or accepting a statement of work, you agree to these terms on behalf of yourself and, where applicable, the institution you represent.
If you do not agree with these terms, please do not use the website and do not engage our services. Contact our team if you would like to discuss a variation that suits a specific institutional requirement. A signed statement of work may replace or supplement parts of these terms, and in that case the signed document controls for the project it describes.
Mesozoic Research Center is located at 142 S 1200 E, Salt Lake City - 84102-1643, United States (US). References to the Company, we, us, and our in these terms mean Mesozoic Research Center. References to you and client mean the person or institution accepting these terms.
The following definitions apply throughout these terms. They are intended to keep the language clear across proposals, statements of work, and project correspondence.
Mesozoic Research Center provides computer integrated systems design and related professional services for paleontology field research and collection management. Our six named services are Quarry Dig Seasons, Specimen Preparation, Collection Curation, Field School Programs, Museum Loan Support, and Research Visits.
Each service may be engaged separately or as part of a wider program. A statement of work defines the exact scope for a project, including the number of days on site, the equipment supplied, the systems installed, and the documentation delivered. Anything not listed in an accepted statement of work is outside the engagement and requires a separate agreement.
We provide professional advice and technical implementation. We do not provide legal advice, financial advice, or scientific conclusions about specimens. Decisions about excavation permits, land access, ownership of recovered material, and publication remain with the client and the relevant authorities.
Our services are offered to institutions, businesses, and professionals. By accepting these terms you confirm that you are at least eighteen years of age, that you have the authority to bind the institution you represent, and that the information you provide about that institution is accurate.
Where a project involves students or volunteers, the client confirms that it holds the permissions, insurance, and supervision arrangements required by its own rules and by applicable law. We may request evidence of those arrangements before scheduling field work, and we may decline to proceed if the evidence is not provided.
We may decline an engagement for any lawful reason, including a conflict of interest, a lack of capacity, a site condition that cannot be made safe, or a request that would require a professional qualification we do not hold.
We prepare written proposals after a scoping conversation and, where necessary, a site visit. A proposal remains valid for thirty days unless it states a different period. Acceptance occurs when the client signs and returns the statement of work or confirms acceptance in writing.
Changes to scope are handled through a written change order. A change order records the new work, the effect on schedule, and the adjustment to fees. Work on a change begins only after the change order is accepted by both parties, so that neither side is surprised by an invoice.
Estimates of duration are made in good faith from the information available at the time. If site conditions, weather, or client delay affect the schedule, we will notify the client promptly and propose a revised timeline.
Fees are stated in United States dollars and are based on the scope in the statement of work. Unless the statement of work says otherwise, projects are invoiced in phases: a deposit on signature, a progress invoice at the midpoint, and a final invoice on delivery. Travel and equipment costs are itemised separately.
Invoices are payable within thirty days of the invoice date. Late amounts may accrue interest at the rate stated in the statement of work or, if none is stated, at the maximum rate permitted by law. The client is responsible for taxes that apply to the services, except taxes based on our own income.
If a client disputes an invoice, it should notify us in writing within fourteen days, describing the disputed items. Undisputed amounts remain payable on schedule. We will work through a disputed item promptly and issue a corrected invoice where the dispute is justified.
Payments for third party hardware may be required before procurement. Because equipment is often ordered specifically for a project, deposits for hardware may be non refundable once the order has been placed with a supplier.
A successful system depends on the client as much as on our team. The client agrees to provide timely access to sites, staff, records, and existing systems; to nominate a single point of contact for decisions; and to ensure that its staff attend the training sessions scheduled in the statement of work.
If the client does not meet these responsibilities and the project is delayed or reworked as a result, additional fees may apply. We will always raise the issue in writing before charging for rework.
Field work carries inherent risks, including weather, terrain, machinery, and remote travel. The client is responsible for the safety of its own staff, students, and volunteers, and for the safety plan that governs a site. Our role is to advise on the safe placement of equipment and to follow the client safety rules while on site.
Participants in field school programs must follow the instructions of the supervising institution. Our team may stop a demonstration if conditions appear unsafe, and the client will not hold us liable for a decision made in good faith to protect people or equipment.
Where we supply hardware for a field season, the client is responsible for reasonable care of that hardware, including storage, transport, and protection from theft. Loss or damage beyond normal wear may be charged at replacement value.
The client retains ownership of its specimen records, locality data, images, and other research material. We do not claim ownership of Client Data and we do not publish it without written authorisation. We hold and process Client Data only to deliver the services and to maintain records required by law.
The client confirms that it has the right to provide the data it gives us, including any data derived from specimens held by another institution or gathered on land owned by a third party. If a claim arises because data was provided without authority, the client is responsible for that claim.
On completion of a project, we return Client Data in the agreed format and delete copies from our working systems after the retention period described in our Privacy Policy, unless a legal obligation or a written agreement requires a longer hold.
We retain ownership of our methods, templates, software tools, data schemas, training materials, and documentation, including any improvements made during a project. The client receives a licence to use those materials within its institution, as described in Section 11 and in the statement of work.
The client retains ownership of its own content, including text, images, specimen data, and branding. Where we create custom reports or configured databases specifically for a client, the statement of work will state whether the deliverable is assigned to the client or licensed to it.
Neither party may use the name or logo of the other in public marketing without written permission, except for a factual reference such as a list of past projects agreed in advance.
Where a deliverable includes software we have developed or configured, we grant the client a non exclusive, non transferable licence to use that software for its internal institutional purposes. The licence lasts for the period stated in the statement of work, or indefinitely if no period is stated and fees have been paid in full.
The client may not resell, sublicense, or distribute the software to another organisation, and may not remove proprietary notices. The client may make copies for backup and testing as described in the owner manual. Reverse engineering is permitted only to the extent that applicable law cannot exclude it.
Open source components included in a deliverable remain governed by their own licences. We list those components in the documentation so the client can review the terms that apply.
Each party agrees to protect the confidential information of the other and to use it only for the purpose of the engagement. Confidential information includes unpublished research, locality data, business plans, pricing, and any material marked as confidential or that a reasonable person would treat as confidential.
Confidentiality obligations do not apply to information that is already public, that the receiving party knew before disclosure, that is independently developed without use of the disclosed information, or that must be disclosed by law. Where disclosure is required by law, the receiving party will give prompt notice so the disclosing party can seek protection.
These obligations survive the end of the engagement for five years, and indefinitely for unpublished locality data and specimen records. Staff and contractors are bound by written confidentiality commitments.
Our systems often include hardware and software supplied by third parties. We select those products with care and pass through any supplier warranty that we receive, but we do not manufacture them and we cannot guarantee their performance beyond the supplier terms.
Supplier warranties, support terms, and licensing conditions are provided to the client with the equipment list. The client agrees to comply with those conditions, including any prohibition on transferring a licence to another organisation.
If a third party product fails, we will help the client raise a warranty claim and will provide the information needed to support it. Repair or replacement is subject to the supplier response time, which is outside our control.
The Mesozoic Research Center website is provided for information about our services, our laboratory, and our field programs. You may read, print, and share pages for personal or institutional reference, provided that you do not alter them or present them as your own.
We may suspend access to the website for maintenance or security reasons without notice. We are not liable for a temporary interruption that does not affect a paid service.
We warrant that our services will be performed in a professional and workmanlike manner by personnel with suitable experience, and that deliverables will materially conform to the statement of work at the time of acceptance. If a deliverable does not conform, the client should notify us within thirty days and we will correct it at no additional charge.
Except for the warranty above, the website and services are provided as available, and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose. We do not warrant that a system will be free from every defect, that data will never be lost, or that a research outcome will be achieved.
This section does not limit any warranty that cannot be excluded under applicable law.
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, including lost profits, lost research opportunity, or loss of reputation, even if the possibility of such damages was known.
Our total liability arising from a project is limited to the fees paid by the client for the services giving rise to the claim during the twelve months before the claim arose. This limit does not apply to fraud, wilful misconduct, or liability that cannot be limited by law.
The client agrees to indemnify Mesozoic Research Center against claims arising from Client Data supplied without authority, from unsafe site conditions controlled by the client, and from the client use of a deliverable outside the scope described in the statement of work. We agree to indemnify the client against claims that our original software infringes a third party intellectual property right.
An engagement begins on acceptance of a statement of work and continues until the deliverables are accepted or the engagement is terminated under this section. Either party may terminate for convenience with thirty days written notice, provided that the client pays for work performed and costs committed up to the termination date.
Either party may terminate immediately if the other commits a material breach and does not cure it within fifteen days of written notice, or if the other becomes insolvent or ceases to operate. We may suspend work if an invoice remains unpaid beyond the due date and the client has not raised a good faith dispute.
On termination, we deliver the work completed to that date and any Client Data in our possession, the client pays outstanding invoices, and the confidentiality and liability provisions of these terms continue to apply.
Neither party is liable for a delay or failure caused by an event beyond its reasonable control. Examples include severe weather, wildfire, earthquake, flood, epidemic, civil unrest, labour action, war, failure of a public utility, and a government order that prevents performance.
The affected party will notify the other promptly, describe the expected effect, and make reasonable efforts to resume performance. If the event continues for more than sixty days, either party may terminate the affected part of the engagement without liability, after paying for work already performed.
Field seasons are especially exposed to weather and land access changes. We will work with a client to reschedule affected days within the same calendar year where capacity allows.
These terms are governed by the laws of the State of Utah, without regard to conflict of law rules. The parties will first attempt to resolve any dispute through good faith discussion between senior representatives within thirty days of written notice.
If discussion does not resolve the matter, the parties agree to mediation in Salt Lake City, Utah, before pursuing litigation. Any legal action must be brought in the state or federal courts located in Salt Lake County, Utah, and each party consents to the jurisdiction of those courts.
Nothing in this section prevents either party from seeking urgent injunctive relief to protect confidential information or intellectual property.
We may revise these terms from time to time to reflect changes in our services, our suppliers, or the law. The revised version will be posted on this page with an updated effective date. Where a change materially affects an active engagement, we will notify the client in writing and give an opportunity to discuss the effect.
A signed statement of work controls over these terms for the project it covers, so a revision does not retroactively change agreed project terms unless both parties sign an amendment.
Questions about these terms, requests for a variation, and notices under this agreement should be sent in writing to the address below. Invoices and project correspondence may be sent to the same address unless a statement of work names a different contact.
Mesozoic Research Center
142 S 1200 E, Salt Lake City - 84102-1643, United States (US)
Email: research@mesozoicresearch.autos
Phone: +18025756837
If any provision of these terms is found to be unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions will stay in force. A failure to enforce a provision on one occasion is not a waiver of that provision.