a) We provide the Service and Support.
We will make the Service available and provide basic technical support.
b) Updates to the Service.
Reprints Desk may enhance, refine and perform scheduled maintenance to update the servers and software that are used to provide You the Service. You acknowledge that Reprints Desk may, in certain situations, need to perform emergency maintenance of a Service without providing advance notice to You.
Fees for the Service are set out in Your purchase terms and are non-refundable and payment obligations are non-cancelable, except as provided in Your purchase terms.
a) Acceptable Use.
You may use the Service during the applicable term and are responsible for the accuracy, quality and legality of Your Customer Data. You will not (i) interfere with the Service, other customers’ access to the Service, or with the security of the Service; (ii) sell, resell, or distribute the Service; (iii) make the Service available to third parties as a managed or network provisioned service; or (iv) attack or disrupt the Service, including denial of service (DoS), unauthorized access, monitoring or crawling, or distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots).
b) You are responsible for Your users.
Authorized Users may submit Customer Data to the Service. Reprints Desk does not endorse and has no control over what Your Authorized Users submit through the Service. You are responsible for all content and Customer Data submitted to, or created in the Service. You will inform Your Authorized Users of Your policies and practices that are relevant to their use of the Service and of any settings that may impact the processing of Customer Data.
c) Your account must be accurate and up-to-date.
You represent that all account information You provide is accurate and will be kept up-to-date. In addition, You will use reasonable means to protect Your account information, passwords and other login credentials for the Service, and promptly notify Reprints Desk of any known unauthorized use of or access to Your account.
d) Third-party products.
a) How we use Your data.
d) Confidential Information.
The parties will protect each other’s Confidential Information. Your Confidential Information includes Your Customer Data. The party receiving Confidential Information will exercise at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care to (i) restrict dissemination of Confidential Information only to individuals or third parties with a need to know and who are under a substantially similar duty of confidentiality, and (ii) not use any Confidential Information for any purpose other than to perform its obligations under this Agreement. The receiving party’s obligations will not apply to information that is rightfully in its possession prior to receipt from the disclosing party, is or becomes publicly available other than as a result of a breach of this Agreement, is rightfully obtained by the receiving party from a third party under no obligation of confidentiality with respect to the information, or is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent required by law or regulation.
a) What You Own.
You retain all right, title and interest in and to Your Customer Data. We may use Your Customer Data in order to (i) provide the Service, and (ii) derive Statistical Data.
b) What We Own.
Reprints Desk and its licensors retain ownership in all intellectual property rights to the Service and its underlying technology, software, patents, know-how and associated documentation, in whole or in part, including all improvements, enhancements, modifications, and derivative works (together, “Materials”). Reprints Desk reserves all rights to the Service, Software and Materials that are not expressly granted under this Agreement.
c) Software License & Restrictions.
To use the Service, You may be required to download and install a Reprints Desk proprietary agent, plug-in or similar software (“Software”). Reprints Desk grants you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software solely as required to use the Service. The Software may contain open source code that is subject to its own license terms. With respect to Your use of the Software, You may not and may not allow a third party to modify, reverse engineer, decompile, or otherwise attempt to derive the source code for the Software, or create derivative works of the Software except as legally required for interoperability purposes.
e) Beta and Trial Versions.
If we provide beta versions of the Service for You to evaluate, they are not yet generally released and may contain bugs, errors, or other issues so they may not be used in Your production environments. We may also give You trial access to the Service. Beta and trial Services are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues. Reprints Desk may end the beta or trial at any time and any related data, information, and files would be lost and no longer accessible by You.
f) Article Delivery Service.
We deliver Documents through our article delivery service that are protected by third-party copyright. The Documents are the intellectual property of authors, publishers, and other parties. We pay royalty fees directly to publishers, or to Reproduction Rights Organizations like the Copyright Clearance Center and others. We may purchase some Documents from publishers or from other copyright compliant Document vendors.
When purchasing a Document You are granted the right to print and/or download the Document only as specified in the order placed by You. No license for further use of the Document is expressed or implied, whether delivered by paper or electronic means. License to make additional copies of the Document in any medium is not provided by Reprints Desk under this Agreement.
You agree that You are fully responsible for compliance with all appropriate copyright laws regarding the subsequent use of any Document delivered by Reprints Desk. Such use includes, but is not limited to, the printing of PDF Documents, sharing, forwarding or copying PDF Documents, copying or scanning paper Documents, and use of Documents in sales or promotional materials.
You hereby agree to indemnify and hold Reprints Desk, its directors, officers, shareholders, predecessors, successors in interest, employees, agents, suppliers and licensors harmless from and against any and all third-party claims of liability, losses, damages and costs, including, without limitation, reasonable attorneys' or legal fees, arising out of or in connection with your violation of these Terms and Conditions, your use of or inability to use the Service, or Your use of purchased Documents beyond the rights expressly granted to You under this Agreement.
We provide the Service using a commercially reasonable and technologically sound level of skill and care.
However, neither Reprints Desk nor its suppliers or licensors make any specific promises about the Service. We don’t make any commitment that the operation of the Services will be uninterrupted or error-free; that any defects will be corrected; that the Services; or as to the accuracy, completeness, reliability, availability, suitability, quality, operation or result obtained from the use of the Service.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL REPRINTS DESK OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, PERSONAL INJURY (INCLUDING DEATH), LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICE, OR SHALL THE LIABILITY OF REPRINTS DESK OR ITS SUPPLIERS AND LICENSORS EXCEED A SUM EQUAL TO THE FEES PAID BY YOU HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If a party materially breaches this Agreement and does not cure that breach within thirty (30) days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Reprints Desk also has the right to immediately suspend or terminate Your use of the Services if You breach Section 3(a) above. Upon termination or expiration of this Agreement, You must cease any further use of the Service and destroy any copies of Software within Your control. Upon any termination by You for Reprints Desk’s material breach of the Agreement, we will refund to You or Your Approved Source any prepaid fees covering the remainder of the then-current term after the effective date of termination. Upon any termination by Reprints Desk for Your material breach of the Agreement, You will pay any unpaid fees covering the remainder of the then-current term.
Reprints Desk reserves the right to end-of-life (EOL) the Service. If You prepaid the fee for the Service which is subject to EOL, Reprints Desk will use commercially reasonable efforts to transition You to a substantially similar Service. If Reprints Desk does not have a substantially similar Service, then Reprints Desk will credit You any unused portion of the prepaid fee for such Service, calculated from the last date the Service is available. Such credit can be applied towards the future purchase of Reprints Desk products.
The following sections survive the expiration or termination of this Agreement: 2, 3, 4, 5a, 5b, 7, and 9.
a) Assignment and Subcontracting.
We may assign any of our rights or delegate any of our obligations under this Agreement in our sole discretion. We may also subcontract the performance of the Service to third parties. Any such subcontract will not relieve Reprints Desk of any of its obligations under this Agreement. You may not assign this Agreement without the prior written consent of Reprints Desk.
As our business evolves, we may modify this Agreement.
c) Compliance with Laws.
Reprints Desk will comply with all applicable laws when providing the Service. We may restrict the availability of the Service in any particular location or modify or discontinue Service features to comply with applicable laws and regulations. You will comply with all applicable laws and regulations related to Your receipt and use of the Service. You must ensure You have the right to use all features of the Service in Your jurisdiction.
d) Governing Law and Venue.
This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration conducted in the State of California before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.
Reprints Desk may provide You with notice via email, regular mail and/or postings on the Reprints Desk.com website or any other website used as part of the Service. Notices to Reprints Desk should be sent to Reprints Desk, 15821 Ventura Blvd., Suite 165, Encino, CA 91436.
f) Force Majeure.
Except for payment obligations, neither of us will be responsible for failure of performance due to a Force Majeure Event.
g) Reservation of Rights.
Failure to enforce any right under this Agreement will not waive that right.
If any term of this Agreement is not enforceable, this will not affect any other terms.
i) Complete Agreement.
This Agreement together with the applicable Offer Description(s) is the complete agreement between the parties concerning the Service and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral) regarding this subject matter. In the event of any conflict the order of precedence is: i) Offer Description; ii) this Agreement; then iii) any applicable policies referenced in this Agreement.