Updated: Feb 17, 2020
"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 or PDF Downloads (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 using portions of the Service available at no charge in their individual capacity or a is using a Membership Option they purchased as an Individual Purchaser or is using portions of the Service available at no charge on behalf of an enterprise or is using a Membership Option that was purchased by an enterprise for whom they are an authorized user (an “Enterprise User”), whether such user has registered or created an account with DeepDyve, or whether such user is using the portion of the Service available to you 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. If you are an Enterprise Purchaser, or the Enterprise User of an Enterprise Purchaser, who has entered into a separate written agreement that covers any purchases of Membership Options or other use of the Service, such separate agreement shall further apply to such purchases or use.
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 (collectively “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”).
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;
(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;
(c) if you are a user, your use of the Service does not violate any applicable law or regulation.
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.
In order to access and use certain portions of the Service, including the portion that permits you to purchase Membership Options as an Individual Purchaser or to access Membership Options that have been purchased for your use by an Enterprise Purchaser, you will need to register as a DeepDyve member and create an account.
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).
DeepDyve may make a variety of paid membership options available for purchase by Purchasers from time to time (“Membership Options”), which may include the ability to purchase rentals of certain documents included the Works on a per document basis for viewing through the Service for a period of time (“Per Document Rentals”), 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 Rental Plans”) and/or the right to download a PDF of certain documents included in the Works from the Service (“PDF Downloads”). Not all Works are available for all Membership Options (for example some Works may be available only through PDF Downloads, while other Works may be available only through Subscription Rental Plans, and others may be available through multiple Membership Options. We may offer a number of Membership Options, including special promotional plans or memberships with different limitations. We reserve the right to modify, terminate or otherwise amend our offered Membership Options. 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 will be presented to you in the 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 made available to you by DeepDyve through the Service, and such terms and conditions are expressly incorporated into this Agreement. You can further find specific details regarding your account with DeepDyve and then current Membership Options for which you are a User at any time by visiting the Service and accessing your account.
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 Rental or PDF Download, or free trials for Subscription Rental Plans or 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 the applicable open access license terms (“Open Access License Terms”). Such 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.
DeepDyve Subscription Rental Plans may start with a free trial. The free trial period for a Subscription Rental Plan membership lasts for 14 Days, or as otherwise specified during sign-up. Free trials may not be combined with any other offers.
We will begin billing your Payment Method (as defined below) for subscription fees for a Subscription Rental Plan at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period. You will not receive a notice from us that your free trial period has ended or that the paying portion of your Subscription Rental Plan has begun. If YOU CANCEL PRIOR TO THE END OF YOUR FREE TRIAL, THERE WILL BE NO CHARGES TO YOUR PAYMENT METHOD. CLICK THE "ACCOUNT SETTINGS" UNDER YOUR ACCOUNT FOR CANCELLATION INSTRUCTIONS.
Your Subscription Rental Plan, which may start with a free trial portion, will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your membership or we terminate it. You must cancel your membership 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. We will bill the subscription fees to the Payment Method you provide to us during registration or pursuant to your initial order (or to a different Payment Method if you change your account information). Membership fees are fully earned upon payment.
You may cancel your Subscription Rental Plan at any time; however DEEPDYVE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Subscription Rental Plan, access your account through the Service and under "Account Settings" follow the instructions for cancellation under the heading "Cancel Plan."
You must have a current valid credit card or debit card, or other payment method acceptable to DeepDyve ("Payment Method") to purchase any Membership Option. 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), including without limitation the periodic subscription fee for any Subscription Rental 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.
Unless otherwise specifically provided in the applicable Ordering Document, all amounts payable for Membership Options other than Subscription Rental Plans are billed in advance at the time of purchase. For a Subscription Rental Plan, the applicable subscription fee will be billed at the beginning of your paid subscription term, and your subscription for such Subscription Rental Plan will automatically renew for additional subscription terms of the same length (for example monthly or annually), and you will be billed at the beginning of each renewal subscription term unless and until you cancel your membership in the Subscription Rental Plan. If you have purchased a Subscription Rental Plan, you may access your account through the Service to see the next payment date for your next renewal subscription term. We automatically bill your Payment Method for renewal subscription terms on the calendar day corresponding to the commencement of the paid subscription term for your Subscription Rental Plan. For example, if you purchased a Subscription Rental Plan for a monthly subscription term, which commenced on April 3rd, you would be billed on the 3rd of each month thereafter until you cancelled your membership in the Subscription Rental Plan. Charges for Subscription Rental Plans are fully earned upon payment. You acknowledge that the amount billed each month may vary from subscription term to subscription term for reasons that may include differing amounts due to promotional offers, 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. If you want to use a different Payment Method or if there is a change in 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 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 and you remain responsible for any uncollected amounts.
Notwithstanding the foregoing, the billing method and timing of payment for Membership Options purchased by Enterprise Purchasers may differ from the foregoing. In such case, the agreed billing method and timing for payment will be set forth in the applicable Ordering Document or, if the Enterprise Purchase has entered into a separate agreement with us, they may be set forth in that agreement.
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. Your control is exercised through use of your user name and password (“Account Credentials”). You are responsible for maintaining the confidentiality of your Account Credentials and are responsible for all activities that occur under your Account Credentials. You agree that your account 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 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.
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.
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 Service and access and use 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 pursuant to a Membership Option purchased by an Enterprise Purchaser for your use), in each case solely for your Internal Purposes, and subject to the further terms and conditions applicable to such Membership Option. “Internal Purposes” 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, 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.
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 Rental (or for which an Enterprise Purchaser has purchased a Per Document Rental 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 Rental basis. Your access to and use of documents within the Works that are included within a Subscription Rental 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.
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, in each case for your Internal Purposes. All reproduction and distribution of such printouts shall be for your Internal Purposes 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.
Your access to and use of certain Content may also be subject to additional terms and conditions imposed by the party from whom DeepDyve licenses such Content, which additional terms and conditions 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, and in each case are expressly incorporated into this Agreement.
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 Rentals or Subscription Rental 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 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 Purposes 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 Purposes as expressly permitted under this Agreement);
(d) You will not adapt, translate, modify, revise, transform, or create new 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 harvest or otherwise collect information about Content or users, including personally identifiable information such as account names or email addresses;
(m) You will not use the Service or any portion thereof for any commercial solicitation purposes; and
(n) 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.
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.
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 (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.
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 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.
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: William Park (). 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.
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.
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 authorized 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.
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 DEEPVYE SERVICE GIVING RISE TO SUCH LIABILITY UP 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.
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.
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 law’s 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.