Thank you for using the Scite website at https://scite.ai (the “Site”) and using Scite, Inc.’s (“Company” or “we” or “our” or “us”) corresponding service that combines natural language processing with a network of experts to evaluate the veracity of works of scientific scholarship (such service and our products and services are collectively, with the Site, referred to as the “Service”). These Terms of Service (this “Agreement”) govern your browsing, viewing and other use of the Service, including your interactions with other users. “You,” “your,” and “user” refer to you as a user of the Service.
Please read this Agreement carefully. If you use the Service or click accept or agree to this Agreement if presented to you in a user interface for the Service, we will understand this as your acceptance of this Agreement and your agreement to all of its terms and conditions. By accepting this Agreement or using any of the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not agree to all of the terms of this Agreement, you are not authorized to use the Service and you must promptly cease using it.
By agreeing to this Agreement, you expressly agree to the arbitration of all Disputes as further described in Section 19. Any controversy, allegation, or claim that arises out of or relates to the Service, this Agreement, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. Company and you agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration provisions will remain in force. Please see Section 19 for more information regarding this agreement to arbitrate and class action waiver.
1.1 Generally. You may access and use the Service in accordance with this Agreement. You agree to comply with this Agreement and all laws, rules, and regulations applicable to your use of the Service.
1.2 How it Works. The Service allows users to perform analyses of the veracity of written works of scientific scholarship (each, an “Article”), by using Scite’s proprietary classifier to view the aggregated results of scientific articles and other commentaries on such works (the “Classifier Results”). The Service allows users to perform analyses of whether a scientific claim made in an Article has been supported or contrasted by subsequent Articles.
1.3 Internet Access. When using the Service on your mobile, desktop, or other device, (your “Device”), you acknowledge and agree that you are responsible for (a) maintaining Internet access for your Device and (b) any Internet connection and telecommunications fees and charges that you incur.
1.4 Your Device. Company is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing or suing the Service, including, but not limited to, screen display operation features of your Device.
1.5 No Guarantee. Access to the Service may be suspended temporarily and without notice (a) in the event of system failure, (b) for maintenance or repair, (c) where we reasonably suspect there has been a breach of this Agreement, (d) for reasons reasonably beyond our control, or (e) as otherwise explained in this Agreement.
2.1 License Grant. You acknowledge and agree that we, or our licensors, own all right, title, and interest in and to the Service and all related technology and intellectual property rights. Subject to this Agreement, Company hereby grants you a limited, revocable, non-exclusive, personal, non-transferrable, non-sublicensable, and non-assignable license to access and use the Service (including updates and upgrades that replace or supplement it or any aspect of it in any respect and which are not distributed with a separate license, and any documentation) solely in accordance with this Agreement. You obtain no rights, including any intellectual property rights, to the Service under this Agreement from us or our licensors.
2.2 License Restrictions. You may not access or use the Service in any way that is not expressly permitted by this Agreement. You may not: (a) cause, permit, or authorize the modification, copying, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Service; (b) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (c) use the Service for any unlawful, prohibited, abnormal, or unusual activity as determined by Company in its sole discretion.
2.3 Eligibility. In order to access and use the Service, you must be an individual at least 18 years of age and able to enter into legally binding contracts. Individuals under the age of 18 are not permitted to use the Service.
2.4 Investigations. We may, but are not obligated to, monitor, or review the Service at any time. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Service pursuant to Section 13 (Termination) below.
2.5 Violations of this Agreement. You must not use (or permit a third-party to use) the Service (a) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (b) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (c) to collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; (d) via use of a robot, spider, or other automated device to monitor, scrape, or copy the Service or any information provided by the Service; (e) to send, knowingly receive, upload, download, use, or re-use any material which does not comply with this Agreement; or (f) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Company has no responsibility or liability to you or any other person or entity, for any breach by you of this Agreement or for the consequences of any such breach.
3.1 It is the ultimate responsibility of each user to determine whether to cite an Article on the basis of analyses performed using the Service, and Scite shall have no liability to any user arising from research performed using the Service. You acknowledge that Scite’s sole involvement in your interactions with Articles is to make available a platform for you to analyze Articles using the Service, so that you may draw your own conclusion as to whether each Article you view is an acceptable source for citation. You are solely responsible for investigating the qualifications, experience, skills, and credentials of any author of any Article you view or analyze using the Service.
3.2 You are solely responsible for determining your legal obligations in relation to any Article you cite after viewing or analyzing such Article using the Service, including as may relate to intellectual property rights. The Company does not provide legal advice.
3.3 While Company does not control the acts or omissions of users, Company does desire for users to have a good experience using the Service and interacting with other users. All users must abide by any community guidelines that may be promulgated by Company and made available at https://scite.ai/guidelines as well as within the Service itself. Without limiting Company’s other rights to terminate this Agreement or your use of the Service, you acknowledge that Company may terminate your use of the Service and this Agreement in the event that Company determines (in its sole discretion) that you have breached any portion of this Section 3.
You represent, warrant, and covenant that, in connection with this Agreement or the Service, you will not and will not attempt to: (a) violate any laws, third party rights or our community guidelines and other policies; (b) offer for sale or rent, sell or rent, purchase or otherwise transfer, deal in or dispose of illegal products or services or products or services that encourage illegal activities, controlled substances, offensive materials, stocks or other securities, pharmaceuticals, medical devices, firearms, weapons, explosives, hazardous materials, any item that has been subject to a recall or that you believe may be unsafe when used in an ordinary manner, alcohol, tobacco products, animals, plants or seeds; (c) re-join or attempt to use the Service if Company has banned or suspended you; (d) defraud Company or another user; or (e) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Service may be referred to the authorities.
5.1 Trademarks. The Scite name and logo are trademarks and services marks of Company. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.
5.2 Ownership. As between you and Company, Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Service (including without limitation the Company’s proprietary classifier technology) and all usage and other data generated or collected in connection with the use thereof (collectively, the “Company Materials”). Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice.
5.3 Articles. For clarity, the Company Materials do not include the content of Articles, which may be subject to third-party copyrights and are made available to you subject in all respects to the terms and conditions of all applicable intellectual property licenses (each, a “License”) granted to Company by its third-party licensors (each, a “Licensor”). Accordingly, the Classifier Results you may use to perform analyses using the Service may be derived from text and data mining of Articles performed subject to the applicable License(s). By your use of the Service, you acknowledge and agree that you will not: (a) use any Classifier Results in violation of any License; (b) create derivative works of any Classifier Results (including translations thereof); (c) remove, obscure, or change an author’s name or affiliation or any Licensor’s copyright notices, policies, disclaimers, or other means of identification as the same are included in any Articles or Classifier Results; (d) knowingly permit anyone other than authorized users of the Service to access or use any Classifier Results; (e) make any use of the Classifier Results that is not for the purpose of analyzing whether a scientific claim made in an Article has been supported or contrasted by subsequent Articles; or (f) use or distribute the Classifier Results in any way that would compete with or substitute any Licensor’s sales, subscriptions, products, services or ability to provide access to Articles (or any part thereof).
7.1 The Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. You acknowledge and agree that Company is not responsible and shall have no liability for the content of such third-party sites and services, products or services made available through them, or your use of or interaction with them.
7.2 These links and content are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or the material contain in any third-party site or service and we have no association with their operators. Your use of these third-party sites and services will be governed by their terms and conditions and privacy policies (if any). It is your responsibility to read and comply with such terms and privacy policies.
8.1 Scite Accounts. To use certain features of the Service, you may be required to create a Scite account (an “Account”) and provide us with a username, password, and certain other information about yourself. We also allow users to create an account by logging in through certain third-party authentication platforms (e.g., MS Azure, ORCiD, Google, Facebook). If you do so, information like your name, email address, language preference and other information may be shared with us through the authentication platform. You are solely responsible for the information associated with your Account and anything that happens related to your Account. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete.
8.2 Account Security. Maintaining Account security is very important. You are solely responsible for maintaining the confidentiality of your account passwords. You agree to notify us immediately if you become aware of any unauthorized use of your password or your Account.
8.3 Account Sharing or Transfers. Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your Account with, or disclose your password to, anyone else.
8.4 Fees. You agree to pay all applicable fees and taxes incurred by you or anyone using your Account. YOU ACKNOWLEDGE YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
8.5 Account Cancellation by You. You may delete your Account with us at any time in the “Account Settings” menu.
8.6 Account Cancellation by Us. We may terminate your Account at any time for any reason or no reason, including if: (a) we determine that you are (i) in breach of or otherwise acting inconsistently with this Agreement or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to us; (b) we determine that we are required by law to terminate your Account; or (c) we decide to stop providing the Service or critical portions of the Service. When terminating your Account, we may cancel your Account and delete the information in it. You have no ownership rights in your Account.
9.1 Subscription Plans. The Service or some parts of the Service are available only with a paid subscription (a “Subscription”). To enroll in a Subscription, you must provide a current, valid, accepted method of payment (“Payment Method”). You authorize us to charge any Payment Method associated with your Account in case your primary Payment Method is declined or no longer available to us for payment. You remain responsible for any uncollected amounts. We use authorized third parties for the purpose of processing your transactions and credit card authorizations. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) us the right to store and process your information with such third parties. You agree that Company will not be responsible for any failures of such third parties to adequately protect your information. If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend the Subscription until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.
9.2 Subscription Fees. If you enroll in a Subscription, you will be charged the subscription fee, plus any applicable taxes and other charges (the “Subscription Fee”) at the beginning of your Subscription and each Subscription period (e.g., monthly or annually, as specified when you purchase the Subscription) thereafter. Your Subscription will renew automatically at the end of the applicable Subscription period until you cancel. Renewal rates are subject to change, but you will be notified of any change in your rate and be provided with the option to cancel in accordance with this Agreement.
WHEN YOU ENROLL IN A SUBSCRIPTION, WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT TO TERMINATE YOUR AUTHORIZATION OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION.
9.3 Subscription Cancellation. You may cancel your Subscription at any time. To cancel, visit the “Subscription” section under Settings in your Account. You may also contact us at the contact details in Section 22 (Contact Us) below. You will continue to have access to the Service through the end of your billing period.
9.4 Changes to the Subscription or Subscription Fee. We reserve the right to change Subscriptions or adjust pricing for Subscriptions in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in this Agreement., any price change or changes to your Subscription will take effect in the next Subscription cycle after notice to you.
9.5 Subscription Refunds. Subscription Fees are nonrefundable and there are no refunds for partially used Subscription periods. Following cany cancellation, however, you will continue to have access to the Subscription portions of the Service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users. The amount and form of such refunds, discounts or other consideration, and the decision to provide them, are at our sole discretion. The provision of refunds, discounts, or other consideration in one instance does not entitle you to refunds, discounts, or other consideration in the future for similar instances, nor does it obligate us to provide refunds, discounts, or other consideration in the future, under any circumstance.
9.6 Free Trials. We may, in our sole discretion, offer a Subscription with a free trial or for a limited period of time (the “Free Trial Period”). To enroll in a Subscription with a Free Trial Period, you may be required to provide a Payment Method. IF YOU DECIDE THAT YOU DO NOT WANT TO BECOME A PAYING USER OF THE SUBSCRIPTION, YOU HAVE TO TERMINATE YOUR SUBSCRIPTION BY THE END OF THE FREE TRIAL PERIOD OR YOUR PAYMENT METHOD WILL BE CHARGED THE SUBSCRIPTION FEE.
10.1 The Service may allow you and other users to upload, post and share text, images, audio, and video, including in a manner such that it may be viewed by other end users of the Service (“Submitted Content”). All Articles and anything else that is not uploaded or posted to the Service by a user are not Submitted Content and are not subject to the licenses granted in Section 10.3 below. You acknowledge that all Submitted Content is stored on and made available through the Service by Company’s servers and not on your device.
10.2 You understand that all Submitted Content is provided to you through the Service only on an “as-available” basis and Company does not guarantee that the availability of Submitted Content will be uninterrupted or bug free. You agree you are responsible for all of your Submitted Content and all activities that occur under your Account.
10.3 Company does not claim ownership of your Submitted Content. With respect to all of your Submitted Content, you hereby grant Company a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, non-terminable, sublicensable, and transferable license to use, reproduce, display, transmit and prepare derivative works of your Submitted Content, and to additionally distribute and publicly perform your Submitted Content in connection with the Service and Company’s (and its successor’s and affiliates’) business, in any media formats and through any media channels, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant to each user of the Service a non-exclusive license to access and view your Submitted Content through the Service while the Submitted Content is made available through the Service. You hereby represent, warrant, and covenant that any Submitted content you provide does not include anything (including, but not limited to, text, images, music, or video) to which you do not have the full right to grant the license specified in this Section.
10.4 In connection with your Submitted Content, you further agree that you will not: (a) use material that violates any third party intellectual property or proprietary rights, including privacy and publicity rights; (b) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate (as determined by Company in its sole discretion); or (c) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. Company may, but has not obligation to, investigate an allegation that any Submitted Content does not conform this to Agreement and may determine in its sole discretion whether to remove such Submitted Content, which it reserves the right to do at any time. If you are a copyright holder or agent of a copyright holder and believe in good faith that your content has been used in connection with the Service in a manner that is not authorized by the copyright owner, its agent, or the law, you may follow the process outlined at https://scite.ai/copyright to notify Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that Company remove such content.
10.5 You hereby acknowledge that you may be exposed to Submitted Content from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Submitted Content posted by users and does not have any obligation to monitor such content for any purpose.
11.1 We welcome feedback from our users and appreciate your comments regarding the Service. However, our policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. This policy is intended to help us and our customers avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.
Under California Civil Code Section 1789.3, California consumers of an electronic commercial service receive the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd. Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.
13.1 We may terminate this Agreement and/or our permission for you to use the Service immediately, without prior notice or liability, if (a) you commit any breach of this Agreement, (b) we discontinue any or all of the Service, or (c) we are prevented from providing any or all of the Service for any reason.
13.2 Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Service and/or your access to it at any time with or without notice to you: (a) if required by law, or (b) due to an event beyond our control.
13.3 On termination of this Agreement for any reason: (a) all rights granted to you under this Agreement will cease immediately, (b) you must immediately cease all activities authorized by this Agreement (including your use of the Service), and (c) you acknowledge that we may restrict you access to the Service. Sections 5, 6, 10.3, 11.2, and 13–20 survive any termination or expiration of this Agreement.
14.1 To You. We may provide any notice to you under this Agreement using commercially reasonable means, including, without limitation: (a) posting a notice on the Service; (b) sending a message to the email address we have on file; or (c) other communication method(s) that we deem reasonable. Notices we provide by posting on the Service will be effective upon posting, and notices we provide by email will be effective when we send the email. You will be deemed to have received any email sent to the email address that we have on file when we send the email, whether or not you actually receive it.
14.2 To Us. To give us notice under this Agreement, you must contact us by email at email@example.com.
THE SERVICE AND ANY CONTENT, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE. ALTHOUGH WE TAKE REASONABLE PRECAUTIONS TO PREVENT THE EXISTENCE OF COMPUTER VIRUSES AND/OR OTHER MALICIOUS PROGRAMS, WE ACCEPT NO LIABILITY FOR THEM. WE ALSO MAKE NO PROMISES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENT INCLUDED ON THE SERVICE IS ACCURATE, COMPLETE, OR UP TO DATE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE AND ALL INFORMATION AND CONTENT INCLUDED ON THE SERVICE. NO INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICE, OR AFFIRMATION BY US, BY WORDS OR ACTIONS, SHALL CONSTITUTE A WARRANTY. BECAUSE CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON OR DISCLAIMER OF IMPLIED WARRANTIES, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold Company and its affiliated companies, and each of their respective officers, directors, employees, and agents harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising out of or relating to: (a) your use or misuse of the Service, (b) your breach or violation of any of the terms of this Agreement, or (c) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide us with such cooperation as is reasonably requested by us.
17.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT), SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE) THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, THIS AGREEMENT, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES SHALL HAVE NO LIABILITY TO YOU FOR DAMAGES ARISING FROM THE AVAILABILITY OF AN ARTICLE FOR ANALYSIS USING THE SERVICE, INCLUDING ANY IMPACT OF SUCH AVAILABILITY ON ACADEMIC HIRING AND TENURE DETERMINATIONS. IN THE EVENT THE FOREGOING EXCLUSION OF LIABILITY IS DETERMINED, IN WHOLE OR IN PART, TO BE INVALID OR UNENFORCEABLE, THEN THE COMPANY PARTIES’ LIABILITY ARISING IN CONNECTION WITH THE SERVICE OR UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE GREATER OF: (A) THE TOTAL AMOUNT PAID FOR GOODS AND/OR SERVICES PURCHASED THROUGH THE SERVICE IN THE PRECEDING 30 DAYS, OR (B) ONE HUNDRED U.S. DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY PARTIES’ LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
17.2 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES; “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
This Agreement and any matter arising out of or relating to this Agreement, and any claim, cause of action, controversy, or matter in dispute between you and us whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of New York in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of New York or any other jurisdiction).
19.1 Arbitration Procedures. You and Company agree that, except as provided in Section 19.4 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Section 19 and the JAMS Rules, the terms in this Section will control and prevail.
Except as otherwise set forth in Section 19.4 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Company will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (a) you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
19.2 Location. The arbitration will take place in the County and City of New York, New York unless the parties agree to video, phone, or internet connection appearances.
19.3 Limitations. You and Company agree that any arbitration shall be limited to the Claim between Company and you individually. YOU AND COMPANY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
19.4 Exceptions to Arbitration. You and Company agree that the following Claims are not subject to the above provisions concerning binding arbitration: (a) any Excluded Dispute; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
19.5 Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
19.6 Severability. You and Company agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 19.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 19.4 is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Claim falling within that portion of Section 19.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County and City of New York, New York, United States of America, and you and Company agree to submit to the personal jurisdiction of that court.
20.1 Assignment. The rights granted to you under this Agreement may not be assigned without Company’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
20.2 Severability. Except as otherwise provided in Section 19.6, if any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect.
20.3 Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with this Agreement, except as otherwise provided in Section 19.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to this Agreement.
20.4 No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Company of any provision, condition, or requirement of this Agreement shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.
20.5 Equitable Remedies. You acknowledge and agree that Company would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
20.6 Entire Agreement. This Agreement, including the documents referenced in this Agreement, constitutes the entire agreement between you and Company with respect to the Service and supersedes any and all prior agreements between you and Company relating to the Service.
20.7 Transfer. We may transfer our rights and obligations under this Agreement to another organization, but this will not affect your rights or our obligations under this Agreement.
We reserve the right, at our sole discretion, to amend this Agreement at any time. In the event of a material change to this Agreement and where required by applicable law, we will provide a conspicuous message informing you of the change through the Service, via an email address associated with your Account, or other communication method(s) that we deem reasonable. We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.
If you have any questions or comments relating to the Service or this Agreement, please contact us at firstname.lastname@example.org. You can also contact us by mail at: