Terms of Service

Updated: March 7, 2024

Overview:

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DEEPDYVE INC. ("DEEPDYVE") STATING THE TERMS THAT GOVERN YOUR USE OF THE DEEPDYVE SERVICE. THIS AGREEMENT - TOGETHER WITH ALL ANNEXES, SCHEDULES AND OTHER EXHIBITS HERETO, DEEPDYVE’S PRIVACY POLICY AVAILABLE AT https://www.deepdyve.com/corp/privacy-policy, DEEPDYVE'S COOKIE POLICY AVAILABLE AT https://www.deepdyve.com/corp/cookie-policy AND ALL OTHER DOCUMENTS, RULES AND POLICIES AND ADDITIONAL TERMS INCORPORATED BY REFERENCE HEREIN OR POSTED THROUGH THE SERVICE OR OTHERWISE NOTIFIED BY US TO USERS AS PART OF THIS AGREEMENT - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND DEEPDYVE. BY USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SERVICE, OR BY CLICKING “ACCEPT” OR “AGREE” TO THIS AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. DEEPDYVE MAY REFUSE ACCESS TO THE DEEPDYVE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

"You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including without limitation enterprises that purchase Membership Options (as defined below) for use by their employees or other authorized representatives (each such enterprise an “Enterprise Purchaser”) or individuals purchasing Membership Options for their own use (each an “Individual Purchaser”, and together with Enterprise Purchasers, “Purchasers”), as well as all users of the Service (“users”), whether such user is (i) using portions of the Service available at no charge in their individual capacity, (ii) using a Membership Option they purchased as an Individual Purchaser, (iii) using portions of the Service available at no charge on behalf of an enterprise, (iv) using a Membership Option that was purchased by or on behalf of an enterprise for whom they are an authorized user (an “Enterprise User”), in each case whether such user has registered or created an account with DeepDyve, or whether such user is using a portion of the Service available to such user without being registered or creating an account or purchasing a Membership Option. If a particular term of this Agreement applies only to you as a Purchaser or only to you as a user, this Agreement will so specify. Except as so specified, if you are a Purchaser and a user, all terms of this Agreement apply to you in both capacities. For the avoidance of doubt, if you participate in a free trial for a Membership Option, you will be deemed to have “purchased” that Membership Option for the free trial period for purposes of this Agreement, whether or not you have paid anything for participation.

In addition to the terms and conditions set forth in these Terms of Service, specific terms and conditions regarding a Membership Option purchased by you, such as the fees associated with the Membership Option, the subscription term (if applicable), and other terms and conditions specific to that Membership Option (“Membership Option Terms”) will be presented to you in a DeepDyve invoice and/or other offline or online purchasing document presented to you by DeepDyve for your purchase of such Membership Option (each an “Ordering Document”) or otherwise posted on or made available to you by DeepDyve through the Service or the applicable Membership Option, and such Membership Option Terms are expressly incorporated into this Agreement. Without limiting the foregoing, the Membership Option Terms applicable to the DeepDyve Digital Library Service, as more specifically defined and discussed in Section 4.2 below, will apply to any purchase of, access to or use of a subscription to the DeepDyve Digital Library Service, and are expressly incorporated into this Agreement. If you are a Purchaser who has entered into a separate written agreement (which may be through an Ordering Document) that covers any purchases of Membership Options or other use of the Service, or the Enterprise User of any such Enterprise Purchaser, the terms and conditions of such separate agreement (“Purchaser Terms”) shall further apply to such purchases or use and are expressly incorporated into this Agreement. Finally, your access to and use of certain Works, sub-sets of Works or other Content through the Service generally or through one or more Membership Options may also be subject to additional terms and conditions, which may be required by the party from whom DeepDyve licenses such Content or otherwise imposed by us (“Content Specific Terms”). Content Specific Terms may be included as an annex, schedule or other exhibit to this Agreement or otherwise posted on or made available to you through the Service or the applicable Membership Option (such as presenting an additional use restriction to you at the time of purchase) and are expressly incorporated into this Agreement. Membership Option Terms, Purchaser Terms and Content Specific Terms collectively are referred to herein as “Additional Terms”.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 13 (ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER) BELOW.

1. THE SERVICE

DeepDyve, Inc. (“DeepDyve”) operates an online service through its website with a homepage at www.deepdyve.com, its subdomains and/or other websites and any mobile or other applications designated by DeepDyve for use with such service from time to time, including all features, content, tools, application program interfaces, widgets and other tools and services included thereon and all Membership Options (collectively the “Service” or “DeepDyve Service”), which service enables the online indexing, search, retrieval, organization, display and other use of journals, magazines, books, articles, databases, abstracts and other materials made available by DeepDyve in its discretion (“Works”).

2. ELIGIBILITY

You represent and warrant that:

(a) you have the legal capacity and authority to agree to this Agreement; and if you are agreeing to this Agreement on behalf of an entity rather than an individual, you have the authority to bind the entity (including without limitation if you are a procurement agent or an employee purchasing on behalf of an entity, in which case such entity shall be considered the Purchaser hereunder);

(b) if you are a Purchaser, you have the authority to purchase any Membership Options purchased by you hereunder on your own behalf or on behalf of any entity for which you are purchasing such Membership Options (including without limitation of you are a procurement agent or an employee purchasing on behalf of an entity, in which case such entity shall be considered the Purchaser hereunder);

(c) if you are a user, your use of the Service does not violate any applicable law or regulation.

3. MODIFICATIONS TO THIS AGREEMENT

DeepDyve reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Service. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective upon first posting or notification, and your access and use of the Service by you following such posting or notification or your clicking of “accept” or “agree” to the Agreement as modified constitutes your acceptance of the terms and conditions of this Agreement as modified. You agree to review this Agreement regularly to ensure that you are updated as to any changes.

4. MEMBERSHIP AND BILLING

In order to access and use certain portions of the Service, including the portion that permits you to purchase Membership Options as a Purchaser or to access Membership Options that have been purchased for your use as the Enterprise User of Enterprise Purchaser, you will need to register as a DeepDyve member and create an account.

4.1 Registration

As part of the process of registration as a member with DeepDyve and creating an account, you will be required to provide certain information to DeepDyve, such as your name, email address and payment information. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DeepDyve has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DeepDyve has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4.2 Membership Options

DeepDyve may make a variety of paid membership options available for purchase by Purchasers from time to time (“Membership Options”). Membership Options currently include the ability to purchase rentals of certain documents included in the Works on a per document basis for viewing through the Service for a period of time (“Per Document Stream”), subscription rental plans permitting you to view through the Service certain documents included in the Works or specified numbers of documents within the Works for a subscription term (“Subscription Stream Plans”), and the right to download a PDF of certain documents included in the Works from the Service on a per document basis (“PDF Downloads”). Available Membership Options also include subscriptions to DeepDyve’s digital library service platform (the “DeepDyve Digital Library Service”), which provides Purchasers (and in the case of Enterprise Purchasers, their Enterprise Users) with access to and use of additional functionality, such as a client-centric DeepDyve library in the cloud, which may be used, among other things, to host purchased research journal PDFs. A Purchaser’s (and in the case of an Enterprise Purchaser, its Enterprise Users’) rights and obligations with respect to the DeepDyve Digital Library are subject the DeepDyve Digital Library Service - Additional Terms of Service posted at https://www.deepdyve.com/corp/ddl-terms-of-service, which are hereby incorporated into this Agreement by reference. Any termination of a Purchaser’s subscription to the DeepDyve Digital Library Service will automatically terminate any purchased Membership Options, including any Per Document Streams or Subscription Stream Plans purchased by such Purchaser or through such Purchaser’s account, and will terminate such Purchaser’s (and in the case of an Enterprise Purchaser, its Enterprise User’s) rights to purchase PDF Downloads on an ongoing basis. DeepDyve may further offer subscriptions to an enhanced search tool powered by generative artificial intelligence “GenAI”, which permits Purchasers (and in the case of Enterprise Purchasers, their Enterprise Users) to input queries (“Input”) and receive GenAI-powered responses (“Output”) about documents they have rented pursuant to our Per Document Stream or Subscription Stream Plans or that they have stored through the DeepDyve Digital Library Service (the “Research Assistant Service”).

Some Membership Options may not be available for purchase or use by all Purchasers or users. For example, DeepDyve may elect to make certain Membership Options available only to Enterprise Purchasers, or to Purchasers invited to participate in the Membership Option by DeepDyve in its discretion. DeepDyve may further require that certain Membership Options be purchased in order to purchase or use other Membership Options. For example, DeepDyve may require that you subscribe to the DeepDyve Digital Library Service in order to purchase Per Document Streams, Subscription Stream Plans, or PDF Downloads. And DeepDyve may determine to bundle certain Membership Options with other Membership Options and may not make all Membership Options available for separate purchase. For example, DeepDyve may determine to bundle its Research Assistant Service with the DeepDyve Digital Library Service and therefore you may not be able to subscribe to the Research Assistant Service without also subscribing to DeepDyve Digital Library Service or vice versa.

In addition, not all Works are available for all Membership Options (for example some Works may be available only through PDF Downloads or only through Subscription Stream Plans, and use of the Research Assistant Service is not available for all Works). We may offer a number of Membership Options, including special promotional plans or memberships with different limitations. We reserve the right to add Membership Options or to discontinue, terminate or otherwise modify our offered Membership Options. Individual users can further find specific details regarding their account with DeepDyve and their then-current Membership Options at any time by visiting the Service and accessing their account.

4.3 Free Services

DeepDyve may make portions of the Service available to you at no charge, which may include the ability to view portions of documents included in the Works for a limited period of time in order for you to determine whether to purchase a Per Document Stream or PDF Download, free trials for Subscription Stream Plans or the Research Assistant Service, or the ability to download certain documents that DeepDyve makes available for download at no cost under an open access license (“Open Access Materials”), which documents are subject to applicable open access license terms (“Open Access License Terms”). Free portions of the Service may further be made accessible to you through a free trial to the DeepDyve Digital Library Services. Any free portions of the Service are offered at DeepDyve’s discretion, and DeepDyve reserves the right to discontinue, modify, change the terms of, or impose further limitations on access to or use of any free portion of the Service at any time without notice or liability. You agree that DeepDyve will not be liable to you or any third party for disabling access to or discontinuing, modifying, removing, or changing the terms of any free portion of the Service.

4.4 Subscription Stream Plans

DeepDyve Subscription Stream Plans may start with a free trial. The free trial period for a Subscription Stream Plan membership lasts for the period specified during sign-up or if a time period is not specified, as determined by DeepDyve in its discretion. Free trials may not be combined with any other offers and may be made available by DeepDyve only upon request or otherwise in its discretion.

A free trial offer may provide that the free trial automatically converts to a paying subscription of a specified length upon expiration of the free trial period unless you cancel prior to the end of the free trial period. In such event, unless you cancel prior to the end of the free trial period, your Subscription Stream Plan free trial will automatically convert to a paying subscription for the initial term specified in the free trial offer, and we will begin billing your Payment Method (as defined below) for subscription fees for a Subscription Stream Plan at the end of the free trial period. You will not receive notice from us that your free trial period has ended or that the paying portion of your Subscription Stream Plan has begun. If YOU CANCEL PRIOR TO THE END OF YOUR FREE TRIAL, THERE WILL BE NO CHARGES TO YOUR PAYMENT METHOD. FOR INDIVIDUAL PURCHASERS, CLICK THE "ACCOUNT SETTINGS" UNDER YOUR ACCOUNT FOR CANCELLATION INSTRUCTIONS. FOR ENTERPRISE PURCHASERS, PLEASE CONTACT YOUR DEEPDYVE ACCOUNT MANAGER USING THE CONTACT INFORMATION PROVIDED TO YOU.

Your Subscription Stream Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial paying subscription term unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews for a renewal subscription period in order to avoid billing of subscription fees for the renewal subscription period to your Payment Method. If during registration or pursuant to your initial order (or pursuant to a change in your account information) you have provided us with a credit card or debit card or similar Payment Method, we will not invoice you and will charge that Payment Method for the subscription fees for the renewal subscription period. In other circumstances or if we are unable to charge your credit card, debit card or similar Payment Method for any reason, we will invoice you for the subscription fees for the renewal subscription period, and you agree to pay such invoice within 30 days of invoice using an accepted Payment Method. Subscription fees are fully earned upon payment.

You may cancel your Subscription Stream Plan at any time; however, DEEPDYVE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Subscription Stream Plan, if you are an Individual Purchaser, access your account through the Service and under "Account Settings" follow the instructions for cancellation under the applicable heading and if you are an Enterprise Purchaser, please contact your DeepDyve account manager using the contact information provided to you. If your Subscription Stream Plan is bundled with one or more Membership Options, cancellation of your Subscription Stream Plan will also cancel such other Membership Options.

4.5 Research Assistant Service.

We anticipate that the Research Assistant Service will initially be offered only on a free trial basis to certain Enterprise Purchasers invited by us to participate in our discretion. Such initial free trials will be for the time period and on the other terms and conditions described in that invitation, in addition to the terms and conditions of this Agreement. These initial free trials will end on expiration or termination of the free trial and will not continue. After these initial free trials, we may elect to discontinue the Research Assistant Service, to change the Research Assistant Service, or to make the Research Assistant Service generally available to all or a subset of Purchasers.

If we elect to make the Research Assistant Service generally available to all or a subset of Purchasers, your Research Assistant Service subscription may start with a free trial. In such case, the free trial period for the Research Assistant Service will be as specified during sign-up or if a time period is not specified, as determined by DeepDyve in its discretion. Free trials may not be combined with any other offers and may be made available by DeepDyve only upon request or otherwise in its discretion.

A free trial offer may provide that the free trial automatically converts to a paying subscription of a specified length upon expiration of the fee trial period unless you cancel prior to the end of the free trial period. In such event, unless you cancel prior to the end of the free trial period, your Research Assistant Service free trial will automatically convert to a paying subscription for the initial term specified in the free trial offer, and we will begin billing your Payment Method (as defined below) for subscription fees for such Research Assistant Service subscription. You will not receive notice from us that your free trial period has ended or that the paying portion of your Research Assistant Service subscription has begun. If YOU CANCEL PRIOR TO THE END OF YOUR FREE TRIAL, THERE WILL BE NO CHARGES TO YOUR PAYMENT METHOD. FOR INDIVIDUAL PURCHASERS, CLICK THE "ACCOUNT SETTINGS" UNDER YOUR ACCOUNT FOR CANCELLATION INSTRUCTIONS. FOR ENTERPRISE PURCHASERS, PLEASE CONTACT YOUR DEEPDYVE ACCOUNT MANAGER USING THE CONTACT INFORMATION PROVIDED TO YOU.

Your Research Assistant Service subscription will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews for a renewal subscription period in order to avoid billing of subscription fees for the renewal subscription period to your Payment Method. If during registration or pursuant to your initial order (or pursuant to a change in your account information) you have provided us with a credit card or debit card or similar Payment Method), we will not invoice you and will charge that Payment Method for the subscription fees for the renewal subscription period. In other circumstances or if we are unable to charge your credit card, debit card or similar Payment Method for any reason, we will invoice you for the subscription fees for the renewal subscription period, and you agree to pay such invoice within 30 days of invoice using an accepted Payment Method Subscription fees are fully earned upon payment.

You may cancel your Research Assistant Service subscription at any time; however, DEEPDYVE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Research Assistant Service subscription, if you are an Individual Purchaser, access your account through the Service and under "Account Settings" and follow the instructions for cancellation under the applicable heading, and if you are an Enterprise Purchaser, please contact your DeepDyve account manager using the contact information provided to you. If your Research Assistant Service subscription is bundled with one or more Membership Options, cancellation of your Research Assistant Service subscription will also cancel such other Membership Options.

4.6 Fees and Billing

You must have a current valid credit card or debit card, or other payment method (such as check or EFT) acceptable to DeepDyve for the applicable Membership Option (“Payment Method”) to purchase any Membership Option. DeepDyve may not make all Payment Methods available to all Purchasers or for all Membership Options. For example, DeepDyve may require that all Individual Purchasers and/or certain subsets of Enterprise Purchasers purchase only through a current valid credit card or that all PDF Downloads be purchased only through a current valid credit card. By establishing an account and providing your Payment Method during the registration process, you are expressly agreeing that we are authorized to charge any purchases you make in connection with your use of the Service to the Payment Method you provided during registration (or to a different Payment Method if you change your Payment Method information in your account or provide us with a different Payment Method in connection with a purchase), including without limitation the periodic subscription fee for any Subscription Stream Plan purchased by you at the then current rate. Please note that prices and charges are subject to change with notice. As used in this Agreement, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. All fees for purchases you make in connection with your use of the Service are exclusive of any applicable federal, state and local taxes, duties or excises other than taxes based on DeepDyve’s net income.

All amounts payable for Membership Options not sold on a subscription basis are due in advance at the time of purchase. For a Membership Option sold on a subscription basis, the applicable subscription fee is due in advance for your paid subscription term, and your subscription for such Membership Option will automatically renew for additional subscription terms of the same length (for example monthly or annually), and the subscription fees for each renewal subscription term are due in advance for each such renewal subscription term unless and until you cancel your subscription to the Membership Option. If during registration or pursuant to your initial order (or pursuant to a change in your account information) you have provided us with a credit card or debit card or similar Payment Method), we will not invoice you and will charge that Payment Method for the subscription fees for the renewal subscription period. In other circumstances or if we are unable to charge your credit card, debit card or similar Payment Method for any reasons, we will invoice you for the subscription fees for the renewal subscription period, and you agree to pay such invoice within 30 days of invoice using an accepted Payment Method Charges for Subscription Stream Plans are fully earned upon payment. You acknowledge that the amount billed may vary from subscription term to subscription term for reasons that may include differing amounts due to promotional offers or increases or decreases in applicable subscription fees, and you authorize us to charge your Payment Method for such varying amounts. For certain Payment Methods, the issuer of your Payment Method may charge fees for certain transactions, such as foreign transaction fees or related charges. Check with your bank and credit card issuers for details.

PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY- USED SUBSCRIPTION TERMS. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. We may change the fees and charges in effect or add new fees and charges from time to time, but we will give you advance notice of these changes by email or otherwise through the Service or your account. If you have provided a credit card, debit card or similar Payment Method and want to use a different credit card, debit card or similar Payment Method, or if there is a change in any such Payment Method, such as your credit card validity or expiration date, you may edit your Payment Method information by visiting the Service and accessing your account. If your Payment Method such as a credit card, debit card or similar Payment Method reaches its expiration date and you do not edit your Payment Method information or cancel your account (see, “Term and Termination” below), you authorize us to continue billing that Payment Method or we may separately invoice you and in either case you remain responsible for any uncollected amounts.

Notwithstanding the foregoing, the billing method and timing of payment for Membership Options purchased by you may differ from the foregoing if Additional Terms apply to the Membership Option. In such case the agreed billing method and timing for payment may be set forth in the applicable Additional Terms.

4.7 Passwords

You may have a DeepDyve account for access to the Service generally, and/or for access to and use of specific Membership Options for which you are an authorized user. DeepDyve accounts associated with Individual Purchasers may be used only by the individual who created the account and whose Payment Method is charged. DeepDyve accounts associated with Enterprise Purchasers may be used only by individuals who are authorized Enterprise Users of the applicable Enterprise Purchaser. You have access and control over your DeepDyve account(s). Your control is exercised through use of your username and password (“Account Credentials”) for such account. You are responsible for maintaining the confidentiality of your Account Credentials and are responsible for all activities that occur under your Account Credentials, and Enterprise Purchasers are responsible for maintaining the the confidentiality of and for all activities that occur under the Account Credentials of their Enterprise Users. You agree that your account(s) and your Account Credentials may be used only by you. You may not share your Account Credentials with anyone else or set up a shared account or assign your account to anyone else; provided that the user account of an Enterprise User for the DeepDyve Digital Library, generally, or for a Membership Option purchased by an Enterprise Purchaser may be reassigned to a new individual who is replacing one who will no longer use the user account. In addition, if you wish to prohibit others from contacting DeepDyve Customer Service and potentially altering control of your account, you should not reveal the Payment Method details (e.g., last four digits of your credit or debit card, or your email address if you use PayPal) associated with your account. You agree to immediately notify DeepDyve of any unauthorized use of your Account Credentials or any other breach of security. You also agree to ensure that you exit at the end of any session where you have logged in to your account or any portion of the Service under your Account Credentials. DeepDyve will not be liable for loss or damage arising as a result of your breach of this Section.

4.8 Changes to Service

You understand that DeepDyve is continually developing the Service and may deliver and provide ongoing innovation to the Service in the form of the addition, change or removal of features, functionality, capabilities and services. Accordingly, DeepDyve reserves the right to modify the Service from time to time. Some modifications may be provided to all users at no charge or to users of the applicable Membership Option at no charge. For other modifications, DeepDyve may condition access to such modifications on your payment of additional fees. In addition, the Content available through the Service is continually changing, and DeepDyve may, in its sole discretion, withdraw any Work or other Content from the Service or add additional Works or other Content to the Service at any time.

5. PERMITTED USE AND RESTRICTIONS

Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, DeepDyve hereby grants you a limited, non-exclusive, non-sub-licensable, non-transferable license to use the applicable portions of the Service and access and use the applicable Content which DeepDyve has made available to all users at no charge at its discretion through the normal configuration of the Service or for which you have purchased rights to access and use pursuant to a Membership Option (or that you are accessing and using as an Enterprise User pursuant to a Membership Option purchased by an Enterprise Purchaser for your use), in each case solely for your Internal Use, and subject to any applicable Additional Terms and Conditions. “Internal Use” means (a) for an Individual User of the Service or any portion thereof, including without limitation the free portions of the Service or a Membership Option purchased by an Individual Purchaser, the personal, non-commercial use of such individual user (“Personal Use”), and (b) for an Enterprise User of the Services or any portion thereof, including without limitation the free portions of the Service or a Membership Option purchased by an Enterprise Purchaser, the internal use and reuse of the enterprise (“Enterprise Use”), in each case subject to any applicable Additional Terms. For example, we may notify you through Content Specific Terms presented to you at the time of purchase that the PDF Download you are purchasing is only available for Personal Use (i.e. only available for purchase as an Individual Purchaser), in which case the term “Internal Use” as it is used herein is would be limited to your personal, non-commercial use as an individual user and would not include Enterprise Use, notwithstanding that you may be an eligible Enterprise User of an Enterprise Purchaser.

Your access to and use of Content which DeepDyve has made available to all users at no charge at its discretion through the normal configuration of the Service is limited to viewing such Content through the Service unless otherwise expressly permitted by DeepDyve.

Your access to and use of documents within the Works for which you have purchased a Per Document Stream (or for which an Enterprise Purchaser has purchased a Per Document Stream for your use) is limited to viewing such documents through the Service and storage of such documents in your account with the Service for the period of time for which DeepDyve makes such documents available on a Per Document Stream basis and, if you have an applicable subscription to the Research Assistant Service or the DeepDyve Digital Library Service, to using the Research Assistant Service or the DeepDyve Digital Library Service, as applicable, with respect to such documents during the applicable subscription term, in each case for your Internal Use. Your access to and use of documents within the Works that are included within a Subscription Stream Plan you have purchased (or that an Enterprise Purchaser has purchased for your use) is limited to viewing such documents through the Service and storage of such documents in your account with the Service for the subscription period you have purchased during the applicable subscription term and, if you have purchased an applicable subscription to the Research Assistant Service or the DeepDyve Digital Library Service, to using the Research Assistant Service or the DeepDyve Digital Library Service, as applicable, with respect to such documents during the applicable subscription term, in each case for your Internal Use.

If you purchase a PDF Download of a document within the Works (or an Enterprise Purchaser purchased such PDF Download for your use as an Enterprise User) DeepDyve hereby grants you a limited, non-exclusive, non-sub-licensable, non-transferable license to (i) download a PDF of such document through the Service and (ii) use and print the document, And, if you have purchased an applicable subscription to the Research Assistant Service or the DeepDyve Digital Library Service, to using the Research Assistant Service or the DeepDyve Digital Library Service, as applicable, with respect to such documents, in each case for your Internal Use. All reproduction and distribution of such printouts shall be for your Internal Use and as otherwise allowed under the doctrines of “fair use” and “fair dealing”, if applicable. Entitlement to use Content other than as otherwise expressly permitted hereunder, including without limitation for promotional materials in any medium, is not provided by DeepDyve or its licensors. Any saving or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any Content or grant you any license to use such content beyond the licenses expressly granted hereunder. The delivery of documents to you through PDF Download does not transfer to you any use rights in the documents not expressly granted hereunder, including without limitation any promotional rights or rights of resale.

You may not access or use Content except as expressly provided above and as permitted by the normal functionality of the Service. For example, the functionality of the Service may restrict or prohibit you from printing, copying or downloading all or any portion of documents covered by Per Document Streams or Subscription Stream Plans.

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations and tax obligations that may apply to your use of the Services and Content. As a condition of use, you promise not to use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by DeepDyve.

By way of example, and not as a limitation, you agree that you will not do (or allow others to do) any of the following:

(a) You will not copy, download, print or reproduce, whether for commercial or non-profit use or free of charge any of the Service or any Content in whole or in part, except as expressly permitted under this Agreement;

(b) You will not sell, participate in the transfer or sale of, distribute or sublicense any of the Service or any Content in whole or in part in any manner to any other person (provided that the foregoing shall not restrict Enterprise Users from use or reuse of Content for Internal Use as expressly permitted hereunder);

(c) You will not publish, transmit, perform, display, post or distribute any of the Service or any Content on any electronic network or through any other medium (whether personal, commercial or institutional) other than the Service as permitted by the functionality of the Service (provided that the foregoing shall not restrict Enterprise Users from use or reuse of Content for Internal Use as expressly permitted under this Agreement);

(d) You will not update, change, adapt, translate, modify, revise, transform, or create new or derivative works from any of the Service or Content in whole or in part;

(e) You will not reverse engineer any part of the Service, provided that restrictions on reverse engineering do not apply to the extent prohibited by law;

(f) You will not circumvent, disable, violate or attempt to violate, or otherwise interfere with the security or integrity of the Service, the proper operation of the Service, any digital rights management technology or content protection system or other features that detect, inhibit, prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, or interfere with any activity being conducted on the Service;

(g) You will not link to the Service without DeepDyve’s prior written consent;

(h) You will not post content or items in an inappropriate category or areas on the Site;

(i) You will not violate any laws, third party rights, or our policies;

(j) You will not distribute or post spam, chain letters, pyramid schemes, viruses or any other technologies that may harm DeepDyve, or the interests or property of DeepDyve users;

(k) You will not use or launch any automated system, including without limitation, “robots”, “spiders”, “offline readers”, etc. that accesses the Services in any manner;

(l) You will not use any part of the Content to train, directly or indirectly, any artificial intelligence system or tool;

(m) You will not include in your Input to the Research Assistant Service any information of a sensitive nature, including personally identifiable data or information, protected health information or credit, debit, or other payment cardholder information, including as those terms are defined under applicable data protection laws, or any other information subject to similar protections under applicable laws, or any information that is subject to confidentiality obligations (“Sensitive Information”);

(n) You will not harvest or otherwise collect information about Content or users, including personally identifiable information such as account names or email addresses;

(o) You will not use the Service or any portion thereof for any commercial solicitation purposes; and

(p) You will not remove, obscure or modify any copyright notices, trademarks, proprietary notices, legends, author attributions, disclaimers or other notices as they appear in any Content.

For the avoidance of doubt, the foregoing restrictions extend to doing any of the foregoing with the use of artificial intelligence systems or tools.

If you are an Enterprise Purchaser purchasing a Subscription Stream Plan for Enterprise Use, you agree that you are not purchasing such Subscription Stream Plan for the purpose of replacing a then-existing subscription for content comparable to the Content included in such Subscription Stream Plan between you and one of the parties from whom DeepDyve licenses such Content.

DeepDyve reserves the right in its sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in DeepDyve’s sole discretion, violates this provision or any other provision of this Agreement, including without limitation, reporting you to law enforcement authorities.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 DeepDyve Intellectual Property Rights

The content on the Service, including without limitation, the Works and text, abstracts, metadata, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like and any Output from your use of the Research Assistant Service as described below (but expressly excluding materials you access through or purchase from third party websites or services and any Annotations (as defined below)) (collectively “Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to DeepDyve, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. DeepDyve reserves all rights not expressly granted in and to the Service and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, Marks, or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any right of any third party. If you download or print a copy of the Content for personal use, you may do so only to the extent permitted by the Service and the terms of this Agreement and you must retain all copyright and other proprietary notices contained therein.

6.2 User Annotations and Input and Output of Research Assistant Service

Certain Membership Options may allow users to include notes, comments, or other annotations on Works accessed through the applicable Membership Option (“Annotations”). In addition, the Research Assistant Service will allow users to provide Input to the Research Assistant Service in order to generate Output. As noted above, Output remains the property of DeepDyve, and you are permitted to use the Output solely in connection with your use of the Content to which it applies and solely as permitted hereunder with respect to such Content and subject to all applicable restrictions. You will retain your rights in any Input and Annotations, subject to DeepDyve’s right to access, use and disclose your Input and Annotations as permitted hereunder.

As between you and DeepDyve, you are solely responsible for all of your Input and Annotations, including for the accuracy, quality, integrity, legality, reliability, and appropriateness of the same. Without limiting the generality of the foregoing, you shall not (and if you are an Enterprise Purchaser, you shall ensure that your Enterprise Users do not) upload, input or post to the Service any Input or Annotations that (i) infringe the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violate any applicable law, or (iii) are, or are likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors. Except as otherwise required by applicable law, rule or regulation, DeepDyve will, at all times during and after the term hereof, only access, use, and disclose your Input and Annotations for purposes of providing the Service as contemplated hereunder, to comply with applicable law, and enforce our policies and the policies of our third party service providers (such as the third party who provides the GenAI tool and services we use to provide the Research Assistant Service) and, in the case of Input, to develop or improve the Service; provided that we will not disclose or provide your Input to third parties for their use in developing or improving third party tools or services, including without limitation any third-party tools or services we use in providing the Service, such as the AI systems or tools used in our Research Assistant Service.

DeepDyve reserves the right to, but shall not be required to, delete any Input at any time for any reason.

DeepDyve agrees that it will, within a reasonable period following receipt of a written request from a Purchaser, delete all Input or Annotations of such Purchaser stored on DeepDyve’s systems to the extent commercially practical (for example, we will be unable to delete Input or Annotations included in archival databases).

You agree and acknowledge that DeepDyve is not a provider of data back-up or archiving services. As between you and DeepDyve, you are solely and exclusively responsible for backing up and archiving all Annotations. DeepDyve reserves the right to delete all Annotations, including upon any termination of your right to access or use the Service or the specific Work to which an Annotation relates. Notwithstanding the foregoing, DeepDyve will use reasonable efforts to make any then-current applicable Annotations available for download or export by the applicable Purchaser for a period of 10 days following any such termination; provided, however, that DeepDyve will not be liable to you, any Purchaser, or any third party for compensation, reimbursement, damages, or other costs in connection with DeepDyve’s deletion of any Annotations.

7. TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Service. DeepDyve may terminate or restrict your access to any or all of the Service, any Membership Option, or your account at any time, for any reason, and without warning and DeepDyve reserves the right to discontinue any aspect of the Service or any Membership Option at any time. Notwithstanding the foregoing, in the event that DeepDyve terminates your access to any or all of the Service or any Membership Option for any reason other than for Cause, DeepDyve agrees to refund to you a portion of any subscription fees prepaid by you with respect to the impacted Membership Option, prorated to the portion of the applicable paid-up subscription term affected by the termination. For purposes of this Agreement, “Cause” shall mean any of the following circumstances that DeepDyve determines, in its reasonable discretion, has occurred or is likely to occur: (i) failure by you to pay any subscription fees or other amounts due hereunder when due; (ii) violation by you (or if you are an Enterprise Purchaser, any of your Enterprise Users) of (a) any of the terms or conditions of this Agreement or (b) any law, rule, or regulation, or the rights of privacy or publicity of any third party; or (iii) any circumstance that poses a risk of damage, liability, or loss to DeepDyve, its service providers, suppliers (including Content providers and other licensors), technologies, or systems, or to any other user of the Service. Termination of a Membership Option that is bundled with one or more other Membership Options will also terminate such other Membership Options.

8. DMCA POLICY

If you are a copyright owner or an agent thereof and believe that anything on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA” by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512I(3) for further detail):

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DeepDyve's designated Copyright Agent to receive notifications of claimed infringement is: William Park  (legal@deepdyve.com). You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

You hereby agree that you shall not assert any claim against DeepDyve or its officers or directors with respect to such content unless and until: (1) you have fully completed the process set forth above; and (2) DeepDyve has failed to remove the offending content within thirty (30) days after such notification without a reasonable explanation for its failure to do so.

It is DeepDyve's policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied, displayed or distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue services to repeat offenders.

9. THIRD PARTY SERVICES AND PROVIDERS

The Service may contain links to or otherwise allow you to access (such as through APIs) third party websites and services that are not owned or controlled by DeepDyve. When you access third party websites or services, you do so at your own risk. For example, DeepDyve may provide you with the ability through the Service generally or a Membership Option to access a third party website or service to purchase rights to journal article PDFs, which may not be available for purchase as PDF Downloads through the Service or may be available for purchase as PDF Downloads only for a specific category of Purchaser (such as Enterprise Purchasers or Individual Purchasers). In some cases, DeepDyve may even collect payment from you on behalf of the third party, or provide integration with the third party website or service, such as the right to view, store or otherwise use a journal article PDF purchased from a third party as described above within the Service or applicable Membership Option. Nevertheless, such purchases are between you and the third party website or service. DeepDyve encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or service (“Third Party Terms”) that you visit or from which you purchase any product or service. DeepDyve has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of, or opinions expressed in any third-party website or service. In addition, DeepDyve will not and cannot monitor, verify, censor or edit the content of any third-party website or service. When you visit or use a third party’s website or service or purchase a product or service from any such third party, you acknowledge that such website or service and the purchase of any such product or service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or services. You acknowledge that we are not responsible for such third parties or their products or services, nor are we a party in any such transaction with such third party. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

10. WARRANTY DISCLAIMER

DeepDyve has no special relationship with or fiduciary duty to you. You acknowledge that DeepDyve has no control over, and no duty to take any action regarding: which users gain access to the Service; what content you access via the Service and its affiliated services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release DeepDyve from all liability for you having acquired or not acquired content through the Service. The Service may contain or direct you to sites containing information that some people may find offensive or inappropriate. DeepDyve makes no representations concerning any content contained in or accessed through the Service, and DeepDyve will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

TO THE FULLEST EXTENT PERMITTED BY LAW, DEEPDYVE, ITS SUPPLIERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE, ITS CONTENT AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER DEEPDYVE NOR ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR YOUR REGISTRATION DATA, INCLUDING ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED IN YOUR ACCOUNT; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. DEEPDYVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND DEEPDYVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

THE SERVICE IS CONTROLLED AND OFFERED BY DEEPDYVE IN THE UNITED STATES OF AMERICA. DEEPDYVE MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW. DEEPDYVE EXPLICITLY DISCLAIMS ALL LIABILITY FOR CONTENT OR FOR ANY ACT OR OMISSION OF THE OWNER OR AUTHORIZED PUBLISHER OF SUCH CONTENT OR ANY OTHER THIRD PARTY.

Some jurisdictions do not allow the disclaimer or limitation of certain implied warranties, so the foregoing disclaimers or limitations may not apply to you. To the extent that in a particular circumstance any disclaimer or limitation set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, DeepDyve shall be entitled to the maximum disclaimers and/or limitations available at law and equity in that particular circumstance.

11. INDEMNITY

You agree to defend, indemnify and hold harmless DeepDyve, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including but not limited to attorneys' fees) arising from your (or in the case of Enterprise Purchasers, any of your Enterprise User’s): (i) use of and access to the Service, including Content; (ii) violation of any term of this Agreement or representations and warranties set forth in this Agreement; or (iii) violation of any third party right, including without limitation any copyright, property, or privacy right.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL DEEPDYVE, ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEEPDYVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING,’DEEPDYVE'S LIABILITY TO YOU FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DEEPDYVE FOR THE MEMBERSHIP OPTION OR PORTION OF THE SERVICE GIVING RISE TO SUCH LIABILITY (LIMITED IN THE CASE OF SUBSCRIPTION STREAM PLANS, THE DEEPDYVE DIGITAL LIBRARY SERVICE, RESEARCH ASSISTANT SERVICE OR OTHER MEMBERSHIP OPTIONS PROVIDED ON A SUBSCRIPTION OR TERM BASIS, TO AMOUNTS PAID FOR SUCH MEMBERSHIP OPTION DURING THE THREE (3) MONTH PERIOD PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED).

YOU SPECIFICALLY ACKNOWLEDGE THAT DEEPDYVE SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OR OTHER ACTS OR OMISSIONS OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, DeepDyve shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and DeepDyve understand and agree that the disclaimers, exclusions, and limitations in this Section 12 and in Section 10 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that DeepDyve would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS THE RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF TRIAL COURTS AND CLASS ACTIONS. THIS “ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER” SECTION SURVIVES ANY EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and DeepDyve agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this Section, notices must be sent in accordance with Section 14 below.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and DeepDyve each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to DeepDyve sent as provided above. You agree that the arbitration will be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and DeepDyve each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor DeepDyve may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or DeepDyve may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or DeepDyve from seeking a temporary injunction or other interim equitable relief in a court of competent jurisdiction pending resolution of the dispute as set forth herein.

Class Action and Jury Waiver. You and DeepDyve each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and DeepDyve that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. MISCELLANEOUS

Notices. Any notice to be given to a party under or in connection with this Agreement shall be in writing and (a) if to DeepDyve, shall be delivered (i) personally, (ii) by a globally recognized overnight courier or (iii) by U.S. certified mail, postage prepaid, return receipt requested, or if applicable, its foreign equivalent to DeepDyve at 633 Menlo Ave., Suite 210, Menlo Park, CA 94025 USA, Attn: Legal Department and (b) if to you, by email to the email address associated with your DeepDyve account (or if you are an Enterprise Purchaser, to the email address associated with the designated point of contact for your DeepDyve account).

Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under this Agreement if the delay or failure is due to any cause outside of our reasonable control.

Assignment. You may not assign or transfer any rights or obligations under this Agreement to any other person without DeepDyve’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. DeepDyve may assign its rights or its obligations under this Agreement without restriction. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.

Governing Law and Venue. This Agreement and any dispute or claim arising out of or related to this Agreement, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in the State of California.

No Agency; Authority. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind DeepDyve in any respect whatsoever.

Severability and Waiver. If any provision of this Agreement is deemed invalid, unenforceable or in conflict with the law by a court of competent jurisdiction, that provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision, and the remaining provisions of this Agreement shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and DeepDyve's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Cumulative Remedies. Except as otherwise expressly provided, all rights and remedies of each party to this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or in law or equity.

Entire Agreement. This Agreement, including our Privacy Policy and Cookie Policy, any applicable Additional Terms, and all other documents, rules, policies and terms incorporated by reference herein or posted through the Service or otherwise notified by us to users as part of this Agreement, , constitute the sole and entire agreement between you and DeepDyve with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.