Terms of Service
BY USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SERVICE, YOU OR THE ENTITY THAT YOU REPRESENT (“You”) AGREE TO BE BOUND BY THIS AGREEMENT.
1. THE SERVICE
DeepDyve, Inc. (“DeepDyve”) operates the website with a homepage at www.deepdyve.com and all features, content, and application services (including content indexing, searching, display, and use of widgets) offered from time to time thereon (collectively "Service").
IF A SEPARATE WRITTEN OR ONLINE AGREEMENT (E.G. A TERMS OF SERVICE GOVERNING A SUB-AREA OF THE SITE) WITH RESPECT TO THE SERVICE EXISTS BETWEEN YOU AND DeepDyve, THE TERMS OF THAT WRITTEN OR ONLINE AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT, WHICH WILL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY DeepDyve) SHALL TAKE PRECEDENCE OVER THIS AGREEMENT TO THE EXTENT IT IS APPLICABLE AND IS IN CONFLICT WITH THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS OF THAT WRITTEN OR ONLINE AGREEMENT. UNLESS OTHERWISE AGREED BETWEEN DeepDyve AND USER, THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO MAY ALSO CONTRIBUTE CONTENT, INFORMATION, AND OTHER MATERIALS ON THE SERVICE.
PROVISION OF THE SERVICE IS CONDITIONED ON, AND YOUR USE OF THE SERVICE SHALL CONSTITUTE, YOUR ASSENT TO THE TERMS OF THIS AGREEMENT (INCLUDING, FOR PURPOSES OF THIS AGREEMENT, THE TERMS OF ANY EXISTING SEPARATE WRITTEN AGREEMENT REFERRED TO ABOVE) TO THE EXCLUSION OF ALL OTHER TERMS. DEEPDYVE’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY DeepDyve, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
2. ELIGIBILITY
By using the Service, You represent and warrant that:
(a) You have the legal capacity and authority to agree to this Agreement; and if You are an entity rather than an individual, the individual using the service has the authority to bind the entity;
(b) your use of the Service does not violate any applicable law or regulation.
your profile and all associated Content may be deleted and your membership
may be terminated without warning if DeepDyve believes that You are
in breach of any of the foregoing representations and warranties.
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 use of the Service by You following such posting or notification 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. Prior to you registering for a either basic or premium service, this Agreement, together with the DeepDyve Privacy Policy constitutes the agreement between You and DeepDyve concerning your use of the Service. After completing registration and signing up for either basic, or a premium service the end user agreement and the DeepDyve Privacy Policy will constitute our agreement with You.
4. SERVICE ACCESS
4.1 Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, DeepDyve hereby grants You permission to use the Service only as set forth in this Agreement, and provided that:
(a) You will not copy, download, print or distribute any part of the Service in any medium without DeepDyve's prior written authorization;
(b) You will not alter or modify any part of the Service other than as expressly authorized and then only for such express purpose;
(c) 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;
(d) 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, the features that prevent or restrict use or copying of any Content (as the term is defined below) or enforce limitations on use of the Service or the Content therein, or interfere with any activity being conducted on the Service;
(e) You will not link to the Service without DeepDyve's prior written consent;
(f) You will not post content or items in an inappropriate category or areas on the Site;
(g) You will not violate any laws, third party rights, or our policies;
(h) You understand that DeepDyve may, in its sole discretion, discontinue
the posting, indexing or searching of any Content in the Service at any
time;
(i) You will not post false, inaccurate, misleading, defamatory,
or libelous content (including search or content descriptions and personal
information);
(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 harvest or otherwise collect information about Content
or users, including email addresses, without their consent.
4.2 You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in any manner. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree that your User Submissions both will not contain restricted or password only access pages or hidden pages or images. 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, including without limitation, reporting You to law enforcement authorities.
5. INTELLECTUAL PROPERTY RIGHTS
The content on the Service, except any and all User Submissions, including without limitation, the text, abstracts, metadata, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (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, third party User Submissions, 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 must retain all copyright and other proprietary notices contained therein.
6. TERM
This Agreement shall remain in full force and effect while You use the Service. You may terminate your use of the Service or your membership at any time by following the instructions on the Service. DeepDyve may terminate your access to any or all of the Service or your membership at any time, for any reason, and without warning and DeepDyve reserves the right to discontinue any aspect of the Service at any time.
7. 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 512(c)(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: Joan Cummings (). 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.
8. THIRD PARTY SERVICES
The Service may contain links to third party websites that are not owned or controlled by DeepDyve. When You access third party websites, You do so at your own risk. 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 that You visit. DeepDyve has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party website. In addition, DeepDyve will not and cannot monitor, verify, censor or edit the content of any third party website. By using the Service, You expressly relieve DeepDyve from any and all liability arising from your use of any third party website.
9. 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 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 ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (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.
10. 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: (i) your use of and access to the Service, including Content, and any User Submissions that You post thereon; (ii) your violation of any term of this Agreement or your representations and warranties set forth above; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.
11. 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.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 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 DeepDyve SERVICES IN CONNECTION WITH
THE SERVICE DURING THE TERM THAT YOUR ACCOUNT IS ACTIVATED.
YOU SPECIFICALLY ACKNOWLEDGE THAT DeepDyve SHALL NOT BE LIABLE FOR
USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT
OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING
RESTS SOLELY AND ENTIRELY WITH YOU.
12. ASSIGNMENT
You may not transfer or assign this Agreement or any rights and licenses granted hereunder without DeepDyve's prior written consent. DeepDyve may freely transfer, assign, or delegate this Agreement, and any of its rights or obligations hereunder.
13. MISCELLANEOUS
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. If there is any dispute about or involving the Service, You agree that the dispute shall be governed by the laws of the State of California, without regard to conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which 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. YOU AND DeepDyve AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.