Effective date: 09/24/2020
Welcome to SciMatch, operated by SciMatch Inc. (“us,” “we,” the “Company” or “SciMatch”).
Notice to California subscribers: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. If you subscribed using your Apple ID, refunds are handled by Apple, not SciMatch If you wish to request a refund, please visit https://getsupport.apple.com .
We may make changes to this Agreement and to the Service from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on the Service under Settings, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Service or via email. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement. You agree that this Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with SciMatch, including but not limited to events, agreements, and conduct preceding your acceptance of this Agreement. Because the Service is evolving over time we may change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.
You must be at least 18 years of age to create an account on SciMatch and use the Service. By creating an account and using the Service, you represent and warrant that:
- you can form a binding contract with SciMatch,
- you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction–meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition,
- you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and
- you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.
- you must be unattached and available. You may only use the Service if you are willing and capable of entering into a new romantic relationship and do not have an established monogamous romantic partner (“Unattached”).
3. Your Account.
You are responsible for maintaining the confidentiality of your login credentials you use to sign up for SciMatch, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately by emailing us at firstname.lastname@example.org or via the functionality of the Service.
4. Modifying the Service and Termination.
SciMatch is always striving to improve the Service and bring you additional functionality that you will find engaging and useful. This means we may add new product features or enhancements from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, we may not provide you with notice before taking them. We may even suspend the Service entirely, in which event we will notify you in advance unless extenuating circumstances, such as safety or security concerns, prevent us from doing so.
You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service, however if you use a third party payment account, you will need to manage in app purchases through such account (e.g., iTunes, Google Play) to avoid additional billing.
We may terminate your access to and use of the Service, at our sole discretion, at any time and without notice to you. You may delete your Account, deactivate your membership, or put your Account on hold at any time by sending an email to us at email@example.com or via the functionality of the App; deleting your Account is your sole method of terminating this Agreement.
SciMatch may terminate your account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund for purchases. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and SciMatch: Section 4, Section 5, and Sections 12 through 19.
5. Safety; Your Interactions with Other Users.
SciMatch is not responsible for the conduct of any user on or off of the Service. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Service or meet in person. In addition, you agree to review and follow SciMatch's Safety Tips prior to using the Service. You agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT SCIMATCH DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. SCIMATCH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. SCIMATCH RESERVES THE RIGHT TO CONDUCT – AND YOU AGREE THAT SCIMATCH MAY CONDUCT - ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS.
6. Rights SciMatch Grants You.
SciMatch grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Service. This license is for the sole purpose of letting you use and enjoy the Service’s benefits as intended by SciMatch and permitted by this Agreement. Therefore, you agree not to:
- use the Service or any content contained in the Service for any commercial purposes without our written consent.
- broadcast, publish, transmit, up-load, post or upload content to the Website which is false, misleading or contains sexually explicit material, references or innuendos
- copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Service without SciMatch’s prior written consent.
- express or imply that any statements you make are endorsed by SciMatch.
- use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
- use the Service in any way that could interfere with, disrupt or negatively affect the Service or the servers or networks connected to the Service.
- upload viruses or other malicious code or otherwise compromise the security of the Service.
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service.
- “frame” or “mirror” any part of the Service without SciMatch's prior written authorization.
- use meta tags or code or other devices containing any reference to SciMatch or the Service (or any trademark, trade name, service mark, logo or slogan of SciMatch) to direct any person to any other website for any purpose.
- modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so.
- use or develop any third-party applications that interact with the Service or other users’ Content or information without our written consent.
- use, access, or publish the SciMatch application programming interface without our written consent.
- probe, scan or test the vulnerability of our Service or any system or network.
- encourage or promote any activity that violates this Agreement.
The Company may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including termination of your account.
Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.
7. Rights you Grant SciMatch.
By creating an account, you grant to SciMatch a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information you authorize us to access from Facebook, as well as any information you post, upload, display or otherwise make available (collectively, “post”) on the Service or transmit to other users (collectively, “Content”). SciMatch’s license to your Content shall be non-exclusive, except that SciMatch’s license shall be exclusive with respect to derivative works created through use of the Service. For example, SciMatch would have an exclusive license to screenshots of the Service that include your Content. In addition, so that SciMatch can prevent the use of your Content outside of the Service, you authorize SciMatch to act on your behalf with respect to infringing uses of your Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your Content is taken and used by third parties outside of the Service. Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other SciMatch users). If you delete your User Content, you understand that removed User Content may persist in backup copies for a reasonable period of time (but will not be available to others).
You agree that if you use the Service from outside of the United States, you are fully responsible for complying with the laws and regulations of the territory from which you access or use the Service. Using the Service may be prohibited or restricted in certain countries.
You agree not to post any contact information such as your phone number and email address in the body of your profile.
You agree that all information that you submit upon creation of your account, including information submitted from your Facebook account, is accurate and truthful and you have the right to post the Content on the Service and grant the license to SciMatch above.
You understand and agree that we may monitor or review any Content you post as part of a Service. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement or may harm the reputation of the Service.
When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.
In consideration for SciMatch allowing you to use the Service, you agree that we, our affiliates, and our third-party partners may place advertising on the Service. By submitting suggestions or feedback to SciMatch regarding our Service, you agree that SciMatch may use and share such feedback for any purpose without compensating you.
You agree that SciMatch may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person.
8. Community Rules.
By using the Service, you agree that you will not:
- use the Service for any purpose that is illegal or prohibited by this Agreement.
- use the Service for any harmful or nefarious purpose.
- use the Service in order to damage SciMatch.
- violate our Community Guidelines, as updated from time to time.
- spam, solicit money from or defraud any users.
- impersonate any person or entity or post any images of another person without his or her permission.
- bully, “stalk,” intimidate, assault, harass, mistreat or defame any person.
- post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right.
- post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
- solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission.
- use another user’s account, share an account with another user, or maintain more than one account.
- create another account if we have already terminated your account, unless you have our permission.
SciMatch reserves the right to investigate and/ or terminate your account without a refund of any purchases if you have violated this Agreement, misused the Service or behaved in a way that SciMatch regards as inappropriate or unlawful, including actions or communications that occur on or off the Service.
9. Other Users’ Content.
Although SciMatch reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the user who posts it, and SciMatch cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it by emailing us at firstname.lastname@example.org or via the functionality of the Services.
Generally. From time to time, SciMatch may offer products and services for purchase (“in app purchases”) through iTunes. If you choose to make an in app purchase, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (be it your card or a third party account such as Google Play or iTunes) (your “Payment Method”) will be charged at the prices displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize SciMatch or the third party account, as applicable, to charge you.
Auto-Renewal. If you purchase an auto-recurring periodic subscription, your Payment Method will continue to be billed for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your third party account (or Account Settings on SciMatch) and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the SciMatch application from your device. Deleting your account on SciMatch or deleting the SciMatch application from your device does not cancel your subscription; SciMatch will retain all funds charged to your Payment Method until you cancel your subscription on SciMatch or the third party account, as applicable. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.
Additional Terms that apply if you pay SciMatch directly with your Payment Method. If you pay SciMatch directly, SciMatch may correct any billing errors or mistakes that it makes even if it has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, SciMatch may terminate your account immediately in its sole discretion.
You may edit your Payment Method information by visiting SciMatch and going to “My Profile. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your subscription, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
Virtual Items. From time to time, you may be able to purchase, a limited, personal, non-transferable, non-sublicensable, revocable license to use “virtual items.” Any Virtual Item balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license. Items do not incur fees for non-use, however, the license granted to you in Virtual Items will terminate in accordance with the terms of this Agreement, when SciMatch ceases providing the Service or your account is otherwise closed or terminated. SciMatch, in its sole discretion, reserves the right to charge fees for the right to access or use Virtual Items and/ or may distribute Virtual Items with or without charge. SciMatch may manage, regulate, control, modify or eliminate Virtual Items at any time. SciMatch shall have no liability to you or any third party in the event that SciMatch exercises any such rights. Virtual Items may only be redeemed through the Service. ALL PURCHASES AND REDEMPTIONS OF VIRTUAL ITEMS MADE THROUGH THE SERVICE ARE FINAL AND NON-REFUNDABLE. The provision of Virtual Items for use in the Service is a service that commences immediately upon the acceptance of your purchase of such Virtual Items. YOU ACKNOWLEDGE THAT SCIMATCH IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
Refunds. Generally, all charges for purchases are nonrefundable, and there are no refunds or credits for partially used periods. We may make an exception if a refund for a subscription offering is requested within fourteen days of the transaction date, or if the laws applicable in your jurisdiction provide for refunds.
For subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio and Wisconsin, the terms below apply:
You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed.
To cancel this Agreement, mail or deliver a signed and dated notice which states that you, the buyer, are canceling this Agreement, or words of similar effect. This notice shall be sent to:
561 10th ave, Room 18D
New York, NY 10036
(in addition, California and Ohio users may email us at email@example.com).
Please include your SciMatch email address in any correspondence or your refund may be delayed. If you cancel, SciMatch will return, within ten days of the date on which you give notice of cancellation, any payments you have made. If you send or deliver the notice to cancel your subscription agreement within such a three day period, we will refund the full amount of your subscription.
In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use the services of SciMatch) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the company notice in the same manner as you request a refund as described below.
To request a refund:
If you subscribed using your Apple ID, refunds are handled by Apple, not SciMatch. To request a refund, go to iTunes, click on your Apple ID, select “Purchase history,” find the transaction and hit “Report Problem”. You can also submit a request at https://getsupport.apple.com.
11. Notice and Procedure for Making Claims of Copyright Infringement.
If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
- your contact information, including address, telephone number and email address;
- a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent via email to firstname.lastname@example.org or via mail to the following address:
Attn: Copyright Compliance Department
561 10th ave, Room 18D
New York, NY 10036
SciMatch will terminate the accounts of repeat infringers.
SCIMATCH PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SCIMATCH DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICE WILL BE ACCURATE.
SCIMATCH TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.
SCIMATCH DISCLAIMS AND TAKES NO RESPONSIBILITY FOR ANY CONDUCT OF YOU OR ANY OTHER USER, ON OR OFF THE SERVICE.
13. No guarantees
You understand that SciMatch does not guarantee you any matches, does not guarantee any number or frequency of matches, or the accuracy, availability, or other attributes of any User. You understand that SciMatch makes no guarantees about the Services, either explicit or implied, including your compatibility with any other User. Any descriptions/explanations given by SciMatch about the personality of any User or your relationship with any User are not guaranteed to be accurate and should be used as a general guide rather than the rule. Any compatibility rating stated here should be used as a general guide rather than the rule, and a low rating doesn't mean two people are not meant to be together, just as much as a high rating doesn't automatically mean they are.
14. Third Party Services.
Certain App Providers require us to pass one certain term to you. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
- This Agreement is concluded between you and SciMatch, and not with the App Provider, and SciMatch (not the App Provider), is solely responsible for the App.
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of SciMatch.
- The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
- In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, SciMatch will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
- The App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as related to your license to the App, and that, upon your acceptance of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- You must also comply with all applicable third party terms of service when using the App.
The Service may contain advertisements and promotions offered by third parties and links to other web sites or resources. SciMatch is not responsible for the availability (or lack of availability) of such external websites or resources. If you choose to interact with the third parties made available through our Service, such party’s terms will govern their relationship with you. SciMatch is not responsible or liable for such third parties’ terms or actions.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCIMATCH, ITS AFFILIATES, EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH OR FOLLOWING USE OF THE SERVICE; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, EVEN IF SCIMATCH HAS BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SCIMATCH’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO SCIMATCH DURING THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST SCIMATCH, WHETHER IN LAW OR IN EQUITY, IN ANY TRIBUNAL. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICE, AND THIS AGREEMENT.
THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 14 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
16. Dispute Resolution.
Except where prohibited by applicable law:
- The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach, termination, enforcement, interpretation or validity thereof or the use of the Service), or the Service, regardless of the date of accrual and including past, pending, and future claims, shall be BINDING ARBITRATION administered by the American Arbitration Association under the Consumer Arbitration Rules. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against SCIMATCH in a small claims court of competent jurisdiction in the county in which you reside, or in Kings County, New York. Such arbitration shall be conducted by written submissions only, unless either you or SciMatch elect to invoke the right to an oral hearing before the Arbitrator. But whether you choose arbitration or small claims court, you agree that you will not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against SciMatch.
- By accepting this Agreement, you agree to the Arbitration Agreement in this Section 16. In doing so, BOTH YOU AND SCIMATCH GIVE UP THE RIGHT TO GO TO COURT to assert or defend any claims between you and SCIMATCH (except for matters that may be properly taken to a small claims court and are within such court’s jurisdiction). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING, including, without limitation, any past, pending or future class actions, including those existing as of the date of this Agreement.
- If you assert a claim against SciMatch outside of small claims court, your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all claims and all issues regarding the arbitrability of the dispute. The same is true for SciMatch. Both you and SciMatch are entitled to a fair hearing before the arbitrator. The arbitrator can generally grant the relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
- The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
- If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- With the exception of any of the provisions in Section 19(2) of this Agreement, if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
- The Jurisdiction and Venue provisions in Sections 16 and 17 are incorporated and are applicable to this Arbitration Agreement.
17. Governing Law.
Except where our arbitration agreement is prohibited by law, the laws of the State of New York, U.S.A., without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with SciMatch. Notwithstanding the foregoing, the Arbitration Agreement in Section 16 above shall be governed by the Federal Arbitration Act.
Except for claims that may be properly brought in a small claims court of competent jurisdiction in the county in which you reside or in Kings County, New York, all claims arising out of or relating to this Agreement, to the Service, or to your relationship with SciMatch that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Kings County, New York, U.S.A. You and SciMatch consent to the exercise of personal jurisdiction of courts in the State of New York and waive any claim that such courts constitute an inconvenient forum.
19. Indemnity by You.
You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless SciMatch, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Service, your Content, or your breach of this Agreement.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com or via the functionality of the Services. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
21. Entire Agreement; Other.