Last updated: January 9, 2018
YOU AND RESEARCH SQUARE LLC, D/B/A AMERICAN JOURNAL EXPERTS, AND JOURNALGUIDE (“WE”, “US”, AND “OUR”) AGREE THAT YOUR ACCESS TO AND USE OF THE WEB SITES LOCATED AT WWW.RESEARCHSQUARE.COM, WWW.AJE.COM, AND WWW.JOURNALGUIDE.COM AND ANY MOBILE APP PROVIDED BY US, IS SUBJECT TO YOUR AGREEMENT TO THESE TERMS OF SERVICE.
The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 13. If you are under 13, then you are not permitted to use the Services. In order to receive the Services, you must pay in advance the applicable fee unless we agree that you may make payment pursuant to another payment plan. We may increase the fees for Services at any time. In certain cases, you must complete a sign-up form in order to use the Services. You will have one Account (as defined below) that is used for Services offered through our Web Sites. We reserve the right to refuse registration of, or cancel, Accounts at any time and for any reason, as we deem appropriate. Upon termination of your registration as a "user", you will no longer be allowed access to the Services or your Account. We also reserve the right to modify, suspend or discontinue the Services or the Web Sites with or without notice at any time.
Use of the Services requires that you register and/or create an account ("Account"). To register and create an Account, you must select an account user ID and password and provide certain personal information. In consideration of the use of the Web Sites and the Services provided by us, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to immediately terminate your access to the Web Sites (or any portion thereof) or Services.
You are responsible for maintaining the confidentiality and security of your Account and password, and you are fully responsible for all activities that occur under your password or Account, and for any other actions taken in connection with the Account or password. You agree to (a) immediately notify us of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b) ensure that you exit from your Account at the end of each session. We will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your Account and/or password.
Additional Terms for Journal, Publisher, Institution, University, or other Organization Accounts
If you are opening up an Account for or in the name of any entity, including a journal, publisher, institution, university, or any other organization, you represent and warrant that: (i) you are duly authorized to act for and on behalf of the entity with respect to the Account; and (ii) all information provided by you with respect to the entity and the Account will be true and accurate. You agree that you will not use the entity account for any purposes other than representation of the entity.
For Journal and Publisher Accounts, you agree that we may use the journal name and logo solely for purposes of identifying the journal in connection with the Video Services (as defined below) and not as an endorsement of our Services. We will not use any journal name or logo for endorsement purposes or in any manner that implies an endorsement by the journal of our Web Sites or Services without the prior written consent of the owner. For the purposes of this Agreement, our Video Abstracts Service and our Video Bytes Service, each as described on the Web Sites are collectively referred to as the “Video Services.”
You may use the Web Sites and the Services solely for your own personal, non-commercial use. You may not modify, copy, distribute, re-publish, transmit, display, perform, reproduce, reuse, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services obtained from the Web Sites or through the Services, except as expressly provided in these Terms of Service. The foregoing shall not apply to (i) the Video Services, as you shall retain ownership of any Video Abstract created for you; and (ii) any output images or reports provided to you in connection with the VerifEye Services (as defined below). We reserve all of our statutory and common law rights against any person or entity who violates this paragraph. Any rights not expressly granted herein are reserved.
You agree that your use of the Web Sites and the Services is subject to all applicable local, state and federal laws and regulations. You also agree:
- not to use the Web Sites or the Services or submit content to the Web Sites if you are under the age of 13;
- not to access the Web Sites using a third-party's account/registration without the express consent of the account holder;
- not to use the Web Sites of the Services for illegal purposes;
- not to use the Web Sites or Services to engage in commercial activities;
- not to copy any content that is not already identified under a creative commons license that allows such distribution from the Web Sites for republication in print or online;
- not to attempt to gain unauthorized access to other computer systems from or through the Web Sites or the Services;
- not to interfere with another person's use and enjoyment of the Web Sites or the Services or another entity's use and enjoyment of the Web Sites or the Services;
- not to upload or transmit viruses or other harmful, disruptive or destructive files; and/or
- not to disrupt, interfere with, or otherwise harm or violate the security of the Web Sites or the Services, or any system resources, accounts, user IDs, passwords, servers or networks connected to or accessible through the Web Sites or affiliated or linked sites (including those of our partners).
User Provided Content
At times, the Web Sites may allow you and others to post, transmit, display, publish, distribute, or otherwise submit material including, but not limited to articles, photos, publications and reviews of the Services offered by us or our partners (collectively, "Contributions"). You agree not to post or publish on the Web Sites, or provide to us in connection with the Services, any Contribution that:
- contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;
- is defamatory, threatening, disparaging, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity;
- unfairly interferes with any third party's uninterrupted use and enjoyment of the Web Sites or the Services;
- is intended primarily to promote a cause or movement, whether political, religious or other;
- contains copyrighted content (copyrighted articles, illustrations, images, text, or other content) without the express permission of the owner of the copyrights in the content;
- constitutes, promotes or encourages illegal acts, the violation of any right of any individual or entity, the violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability;
- discloses any personal identifying information relating to or images of a minor;
- infringes any copyright, trademark, patent, trade secret, or other intellectual property right;
- contains viruses or other harmful, disruptive or destructive files;
- links to any commercial or other website; and/or
- is not otherwise in compliance with these Terms of Service.
Each time you provide a Contribution to the Web Sites, you represent and warrant that you have the right to provide such Contribution, which means:
- you are the author of the Contribution, or
- the Contribution is not protected by copyright law, or
- you have express permission from the copyright owner to use the Contribution in connection with the Web Sites and all Services; and
- you have the right to grant us the license set out in these Terms of Service;
- you attest that you meet the requirements to submit a Contribution; and
- your use of the Web Sites and Contribution(s) do not violate these Terms of Service.
All Contributions submitted with respect to the Videos Services shall only be used as contained in the final Video Abstract; provided, however, that you grant us a royalty-free, perpetual non-exclusive right and license to use, copy, display, archive, store, publish, transmit, perform, distribute and reproduce the final version of the Video Abstracts in any form, media, software or technology of any kind now existing or developed in the future solely on our Web Sites and associated social media for the purposes of promoting the final version of the Video Abstract only. Without limiting the generality of the previous sentence, you authorize us to include the Video Abstracts in a searchable format that may be accessed by users of the Web Sites. You also grant us the right to use the name and any other identifiable information included with any Contribution solely in connection with the use, reproduction or distribution of such Contribution and our provision of Services to you. You grant all rights described in this paragraph in consideration of your use of the Web Sites, without compensation of any sort to you. We do not claim ownership of Contributions.
Contributions are not endorsed by us, and do not represent the views of us or our subsidiaries and affiliates, agents, officers or directors. You acknowledge and agree that we do not control Contributions, and disclaim any responsibility for Contributions with the exception of Third Party Content that may be provided by us, as set forth below. We specifically disclaim any duty, obligation, or responsibility, to review, screen, refuse to post, remove, or edit any Contribution. In addition, we do not represent or warrant that any other content or information accessible via the Web Sites is accurate, complete, reliable, current or error-free. Prices are subject to change without notice. We assume no responsibility or liability for any errors or omissions in the content provided via the Web Sites.
We reserve the right (but disclaim any duty, obligation or responsibility) to review, screen, refuse to post or remove in their entirety (at any time and without prior notice) any Contribution for any reason or no reason whatsoever, in our absolute and sole discretion.
You acknowledge and agree that the Web Sites contain proprietary information and content that is protected by intellectual property and other laws, and may not be used except as provided in these Terms of Service without advance, written permission of us. All designs, text, graphics, interfaces, and images (and the selection and arrangements thereof), and software, hypertext markup language ("HTML"), scripts, active server pages, and other content and software used in the Web Sites are reserved.
Additional Terms for Contributions to be used for Video Services and VerifEye Service
If you are providing Contributions to be used in connection with the Video Services (i.e., the creation by us of a video representation or summary of your paper or article (referred to herein as a “Video Abstract video”)) or the VerifEye Service (our analysis of a photo or image provided by you), you represent and warrant to us that you have obtained all rights necessary in the Contributions in order for us to use and incorporate all or any part of the Contributions provided by you in the Video Abstracts video (with respect to the Video Services), or our output images and reports (with respect to the VerifEye Service).
Termination of access to the Web Sites and Services
We reserve the right, in our sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Services or the availability of the Web Sites (or any part thereof). We may refuse to provide one or more of the Services to you or a group of users, at any time and for any reason in our sole discretion. We may refuse to provide the Video Services to you if we are unable or unwilling to create a Video Abstracts video pursuant to your request. We may refuse to provide the VerifEye Service to you if we are unable or unwilling to use a photo or image provided by you to create an output image or related report pursuant to your request. In the event that we have accepted payment for any Services, including without limitation payment for the Video Services or the VerifEye Service, and subsequently refuse to provide the Service, we will promptly refund to you the applicable payment we received for which Service is not provided.
Your intellectual property rights
We make no claims on any work submitted to us for review. Any documents, content, material, photos, images, Contributions, works or other intellectual property submitted by you (collectively, “Documents”) for our use in connection with providing the Services to you, will remain your intellectual property. Our reviewers have signed a confidentiality agreement to waive their claim to any intellectual property and Documents submitted though the Services. For certain Services (e.g., JournalGuide services), our reviews may remain anonymous. You agree that you will not use any efforts to identify our reviewers who are anonymous. You represent and warrant that: (i) you have obtained all necessary third party rights, including, without limitation, copyrights, for any Documents or portions thereof that belong to third parties, which are necessary for us to provide Services in connection with the Documents: (ii) the Documents will not contain, any illegal, sexually explicit, threatening, abusive, harassing, defamatory, or otherwise objectionable material, including, without limitation, any material that could give rise to any liability to us or which might adversely affect our public image, reputation or goodwill; and (iii) the Documents do not include any infringing, misappropriated or plagiarized content that you do not have the rights to use. It is your responsibility to determine if it is necessary for you to obtain, and for obtaining, any licenses required to use third party content that is part of the Documents. You will be responsible for making back-up and archival copies of your Documents. In no event will we be responsible to you or any other person for any loss, corruption or alteration of Documents.
Additional Terms for Documents to be used for Video Services
If you are providing a Document to be used in connection with the Video Services (i.e., the creation by us of a video representation or summary of your paper or article), you represent and warrant to us that you have obtained all rights necessary in the Document in order for: (1) us to use and incorporate all or any part of the Document provided by you in the Video Abstracts video; and (2) for you to be able to use the Video Abstract video for your noncommercial use. Note that if you have assigned any rights to your Document to a journal or other publication, it is your sole responsibility to ensure that you have either retained sufficient rights in the Document in order for you to engage us to provide the Video Services and create a Video Abstracts video or you have obtained permission from the applicable journal or publication to allow us to make a Video Abstracts video. If you are a journal, publisher, institution, university, or any other organization, it is your sole responsibility to ensure that you own the Document provided to us, and/or you have obtained all necessary rights from the Document author in order to allow us to create the video for you and for you to own the video.
Additional Terms for Images to be used for VerifEye Service
If you are providing a photo or image to be used in connection with the VerifEye Service, you represent and warrant to us that you have obtained all rights necessary in the photo or image in order for us to analyze and create derivative works of the photo or image. Note that if you have assigned any rights to your photo or image to a journal or other publication, it is your sole responsibility to ensure that you have either retained sufficient rights in the photo or image in order for you to engage us to provide the VerifEye Service or you have obtained permission from the applicable journal or publication to allow us to create derivative works of the photo or image. If you are a journal, publisher, institution, university, or any other organization, it is your sole responsibility to ensure that you own the photo or image provided to us, and/or you have obtained all necessary rights from the owner of the photo or image in order to allow us to provide the VerifEye Services.
You agree to indemnify, defend and hold us and our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement; (ii) your use of the Services or the Web Sites in violation of this Agreement; or (iii) your Contributions and Documents and/or your violation of any law or the rights of a third party.
Additional Terms for Video Services
If you have purchased the Video Services, you agree to indemnify, defend and hold us and our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to (1) claims that any Contributions or Documents provided by you for use in a Video Abstracts video infringe the rights of a third party; (2) claims by an author, a journal or publication that we do not have the rights or license to create a Video Abstracts video; (3) any violation by you of these Terms of Service, including without limitation the terms in the Section “Our intellectual property rights” below as they relate to your use of a Video Abstracts video and the Third Party Content included therein.
Additional Terms for VerifEye Service
If you have purchased the VerifEye Service, you agree to indemnify, defend and hold us and our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to (1) claims that any images or photos provided by you, or our use of the same, infringe the rights of a third party; (2) claims by an owner of any photos or images that we do not have the rights or license to use the photos or images in connection with the VerifEye Services; (3) your use of any output images or reports that we provide to you connection with the VerifEye Services; and any violation by you of these Terms of Service; and (4) any violation by you of these Terms of Service.
Our intellectual property rights
You acknowledge that we own all right, title and interest in and to the Web Sites and the Services (the "Intellectual Property"), and such Intellectual Property is protected by U.S. and international intellectual property laws. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Web Sites.
Additional Terms for Video Services
If you have purchased the Video Services, we will provide you with a Video Abstracts video. You will own the Video Abstracts video, and we hereby assign all rights in the Video Abstracts video to you subject to the following limitations. The Video Abstracts video may include images, music or other content that we have licensed from a third party (hereinafter referred to as the “Images” or the “Third Party Content”). The ownership of all Third Party Content is retained by the applicable Third Party. Because we may have included Third Party Content in the Video Abstracts video that we create for you, your use of the Video Abstracts video is subject in all respect to the following:
- You may not make more than 500,000 physical copies of the Video Abstracts video and distribute same;
- As you retain ownership of any Video Abstracts video created for you, except with regard to Third Party Content, you may publish the Video Abstracts video in any form, media, software or technology of any kind now existing or developed in the future including but not limited to social media web sites such as Facebook, Youtube, etc.
- You may not edit the Video Abstracts video or create any derivative works thereof; the Video Abstracts video may be performed, displayed, copied, distributed and used only in its entirety;
- You may not incorporate any part of the Video Abstracts video into any other work;
- You may not use the Video Abstracts video in any manner that implies the endorsement of a product or service, or would otherwise give rise to a claim of deceptive advertising or unfair competition;
- You may not sell copies of the Video Abstracts video;
- You may not falsely represent that any content that we include in a Video Abstracts video (other than Documents or Contributions provided by you) was created by you; and
- The Video Abstracts video may not be sold, licensed, transferred or assigned by you to a third party.
In addition to providing you with the Video Abstracts video, we may also provide you with a slide deck of the Images that are incorporated into the Video Abstracts video. These Images may be used by you subject to the following conditions:
- The Images may be reproduced by you solely in connection with your promotion of the Video Abstracts video and for no other purpose;
- The Images may not be sold, licensed, transferred or assigned by you to a third party;
- You may not print more than 500,000 copies of an Image;
- You may not use the Images in any manner that implies the endorsement of a product or service, or would otherwise give rise to a claim of deceptive advertising or unfair competition;
- You may not falsely represent that any Image was created by you or is owned by you.
Your ownership of the Video Abstracts video does not extend to any Images that are incorporated therein. All such Images remain the property of us or our licensors. We agree to indemnify, defend and hold you and your directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to any claim or alleged claim that the Third Party Content or other material incorporated by us into a Video Abstract video violates the rights of a third party, provided that you are in compliance with these Terms of Service regarding the use of such Third Party Content.
Additional Terms for VerifEye Service
If you have purchased the VerifEye Service, we will provide you with one or more output images and in certain instances a .pdf report. You will own the output images and the report, and we hereby assign all rights in the output images and report to you.
Disclaimer of warranties
We are not responsible for the conduct, whether online or offline, of any user of the Web Sites. The Web Sites and the Services may be temporarily unavailable from time to time for various reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Sites. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person's computer related to or resulting from participating or downloading materials or Documents in connection with the Web Sites or the Services. THE WEB SITES, THE SERVICES, AND AS APPLICABLE THE VIDEO ABSTRACTS VIDEOS AND THE OUTPUT IMAGES AND REPORTS PROVIDED IN CONNECTION WITH THE VERIFEYE SERVICE, ARE PROVIDED "AS-IS", AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEB SITES, THE SERVICES AND AS APPLICABLE THE VIDEO ABSTRACTS VIDEOS AND THE OUTPUT IMAGES AND REPORTS PROVIDED IN CONNECTION WITH THE VERIFEYE SERVICE.
Without limiting the generality of the foregoing, you acknowledge and agree that we do not guarantee: (i) the quality, accuracy or results of the Services; (ii) that any article or work by you will get published or receive favorable reviews; (iii) any video created by us in connection with the Video Services will receive favorable reviews; or any output image or report provided in connection with the VerifEye Services is accurate or correct. No refunds shall be provided except as set expressly agreed to by us.
Limitation of liability
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITES OR THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE WEB SITES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR BREACHES OF CONFIDENTIALITY AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S LIABILITY TO THE OTHER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE AMOUNT PAID BY YOU TO US FOR THE SERVICES AND (B) $10,000. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND SHALL SURVIVE ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Links and Third Party Services
As a courtesy to you, the Web Sites may offer links to other websites. We are not responsible for the contents of any website pages created and maintained by organizations independent of us. Visiting any such third-party website pages is at your own risk. We have no control of these third-party website pages, nor can we guarantee the accuracy, completeness, or timeliness of information in third-party website pages. Your use of such information is voluntary, and your reliance on such information should be made only after independent review. References to commercial products or services within any such third-party website pages do not constitute or imply an endorsement by us. If you receive any products or services from a third party web site, such as iThenticate, your use of such services or receipt of such products will be subject to the terms and conditions of the applicable third party web site. By using the Web Sites and Services you acknowledge that we are responsible neither for the availability of, nor the content located on or through any third-party website pages.
The user grants Research Square, and any and all payment processors which may process payment transactions on behalf of Research Square, the right to close the FX contract and to transfer the funds relating to payments executed via Oxxo, boleto bancario, Alipay, credit cards or PAYPAL. Any and all payment processors which may process transactions on behalf of a merchant do not account for collecting taxes, which might originate in relation to this operation.
In the case of overpayment, we will provide a credit to your Account, which is not redeemable for cash. The credit can be used to submit future Documents, manuscripts and obtain future Services.
Credits, Holds and Offsets
Please be advised that if we receive any claim or threat of a claim, which is related to your use of the Services, we may put a “hold” on any Account you have with us, including any monies held on your behalf. Furthermore, to the extent that you owe us any amounts as a consequence of your use of the Services or our settlement of any claim made against you, we may, in our sole discretion, deduct all or a portion of such amounts from any amounts held by us in your Account. Any such deduction will not relieve you of any obligation to pay the remainder of any amounts due from you to us.
We will treat all Documents you provide to us in confidence and will disclose the Documents only to our employees and agents that are providing the Services. Your Documents will not be provided to any other third party and will not be used for any purpose other than to provide Services to you. With respect to certain Services, we have a policy of providing copies of the Scorecards that are created through a unique verification code. You maintain responsibility and control of this verification code and therefore access to your Scorecards.
AJE®, American Journal Experts®, Research Square™ and JournalGuide™ are our trademarks. Such trademarks and other marks, logos, and names used on or in connection with the Web Sites may not be used in connection with any product or service that is not under our ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits us. All other trademarks not owned by us or our affiliates, which appear on the Web Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
You acknowledge that these Terms of Service are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Web Sites and receipt or use of data, content, products and/or Services through the Web Sites.
Jurisdiction, Arbitration, Applicable Law and Limitations
The Web Sites are created and controlled by Research Square LLC in the State of North Carolina, U.S.A.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. You agree that this Agreement will be governed by and construed in accordance with the laws of the United States of America and the State of North Carolina, without regard to its conflicts of law provisions. You agree that any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
Use of the Web Sites is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. We make no claims or assurances that the Web Sites are appropriate or may be downloaded outside of the United States. In the event that the arbitration or class action terms are determined to be unenforceable or invalid for any reason, you agree that all legal proceedings arising out of or in connection with this Agreement, or Services available on or through the Web Sites must be filed in a federal or state court located in Raleigh, North Carolina within one year of the time in which the events giving rise to such claim began, or your claim will be forever waived and barred. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process.
a. Enforceability. If any provision in this Agreement is found to be void, invalid or otherwise unenforceable, then that provision shall be deemed to be superseded by a valid, enforceable provision or that matches the intent of the original provision as closely as possible. The remainder of the Agreement shall continue to be enforceable and valid according to terms contained herein.
b. Entire Agreement. This Agreement sets forth the entire agreement between you and us pertaining to your use of the Web Sites and the Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date (i.e., the LAST UPDATED date). Your continued use of the Services or the Web Sites after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Web Sites. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.
c. No Waiver. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of said right or provision. Neither party hereto shall be deemed to be in default of any provision of this Agreement or for failure in performance resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes.
d. Headings & Construction. The section titles in this Agreement are for your convenience only and carry no contractual or legal effect whatsoever. The language in this Agreement shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.
e. Contact Us. For questions regarding the terms of this Agreement, contact us at firstname.lastname@example.org, or Research Square LLC, 601 W. Main Street, Ste. 102, Durham, NC 27701.
Copyright © 2018 Research Square LLC. All Rights Reserved.