TERMS OF USE AGREEMENT

Last Updated February 2021

1. INTRODUCTION

TypeCite, including contractors, all data sources and suppliers, (collectively “TypeCite”, “we”, “us” or “our”) welcomes you to TypeCite (the “Website”). These terms and conditions of service (collectively, with TypeCite’s Privacy Policy, the “Terms of Use” or “Agreement”) govern your use of the Website and the services, features, content or applications operated by TypeCite (together with the Website, the “Services”), and provided to the user (“user”, “users”, “you” or “your”). Our Data Processing Agreement under the European General Data Protection Regulation (GDPR) forms underpins these Terms of Use.

Please read these Terms of Use carefully before using the Services. These Terms of Use apply to all users of the Services. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Use and you agree to be bound by these Terms of Use on behalf of such organization. Agreeing to use the Services by clicking “Sign up” or “Sign In” constitutes your acceptance and agreement to be bound by these Terms of Use, and all other operating rules, policies and procedures that maybe published from time to time on the Website by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you.

You acknowledge receipt of our Privacy Policy. If you ordered the Services on the Website, use the Website, or otherwise engage in any electronic transaction with respect to the Services, then you agree to receive any updates to our Privacy Policy by accessing the Website. By using our Website or purchasing our services, you agree that we may use and share your personal information in accordance with the terms of our Privacy Policy.

TypeCite reserves the right, at any time and from time to time, to amend or to modify these Terms of Use without prior notice to you, provided that if any such alterations constitute a material change to these Terms of Use, TypeCite will notify you by posting an announcement on the Website and/or sending you an email if you have consented to be contacted by such method. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Use. For this reason, we encourage you to review the Terms of Use whenever you use the Services. If you do not agree to any change to these Terms of Uses, then you must immediately stop using the Services.

Some jurisdictions have consumer protection and other legislation which may apply to the services and which do not allow certain provisions. To the extent that a limitation, exclusion, restriction or other provision set out below is specifically prohibited by applicable law, such limitation, exclusion, restriction or provision may not apply to you.

2. TYPECITE’S SERVICES

a) Services Overview

TypeCite’s Services are technology solutions offered through a single platform that users can automate the citation process through our proprietary tool which is hosted on our site. TypeCite also provides content. The Services are designed to enable users to automate citations through the use of the automated tool.

b) Provision of Services

Each service is provided on a subscription basis for a set term (typical on a monthly recurring basis). TypeCite may also offer Professional Services.

c) General Restrictions

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all activity in connection with the services of your Account.

You will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate these services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to TypeCite); (d) copy or modify the Services or any documentation, or create any derivative work from any of the foregoing.

d) Trial Subscriptions

If you avail of a free trial or evaluation subscription to the Service, then you may use the Services in accordance with the terms and conditions of this Agreement for a period granted by TypeCite (the “Trial Period”). Trial Subscriptions includes all functionality and features accessible as part of a paid Subscription Term. After the free Trial period ends, you will be charged on a monthly recurring basis. You can cancel your subscription at any time. TypeCite has the right to terminate a Trial Subscription at any time for any reason. Notwithstanding anything to the contrary in this agreement, TypeCite will have no warranty, indemnity, support, or other obligations with respect to trial subscriptions.

e) Lawful use of the Services

In using the Services, you must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including without limitation the laws of the United Kingdom and the European Union, and including without limitation those laws forbidding: (a) distribution of child pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy, (d) unlawful sending of commercial electronic messages or other marketing or electronic communications, (e) collection of excessive user data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. You will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards.

h) Remedial Action

You shall notify TypeCite if and when you learn of any security breaches regarding the Services, and shall aid in any investigation or legal action that is taken by authorities and/or TypeCite to cure the security breach.

3. USER’S DATA

a) Rights to the User’s Data

As between the parties, you retain all right, title and interest (including any and all intellectual property rights). Subject to the terms of this Agreement, you hereby grant to TypeCite a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display your Data solely to the extent necessary to provide the Services to you.

b) Storage of the User’s Data

TypeCite does not provide an archiving service. TypeCite agrees only that it will not intentionally delete any User Data from any Service prior to termination of the User’s applicable Subscription Term. TypeCite expressly disclaims all other obligations with respect to storage.

Users are solely responsible for the preservation of their data which is saved onto TypeCite’s virtual server. To the extent permitted by applicable law, TypeCite shall have no responsibility to preserve data. TypeCite shall have no liability for any data that may be lost, or unrecoverable, by reason of a user’s failure to backup their data or for any other reason.

c) User Obligations

3C.1 – The User is solely responsible for the accuracy, content and legality of all their User Data. The User represents and warrants to TypeCite that the User has all necessary rights, consents and permissions to collect, share and use all the User’s Customer Data as contemplated in this Agreement (including granting TypeCite the rights in Section 3.A and that none of the User’s Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any Terms of Use, privacy policies or other agreements governing the User’s accounts with any Third-Party Platforms. The User will be fully responsible for any User Customer Data submitted to the Services by any Person as if it was submitted by the User.

3C.2 – The User agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email) in violation of applicable Law, or any other activity or purpose that may be identified as prohibited by TypeCite from time to time.

3C.3 – Notwithstanding anything to the contrary herein, the User agrees that TypeCite may obtain and aggregate technical and other data about the User’s use of the Services that is non-personally identifiable with respect to User (“Aggregated Anonymous Data”), and TypeCite may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by the User and other TypeCite customers.

4. ELIGIBILITY & REGISTRATION

4.1 The Services are not targeted towards, nor intended for use by, anyone under the age of 13. By using the Services, you represent and warrant that you are 13 years of age or older. If you are under the age of 13 ,you may not, under any circumstances or for any reason, use the Services unless gained consent from a relevant parent or guardian. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

4.2 To sign up for the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including revocation of any licenses from state, provincial, territorial or other authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees. You agree to provide accurate information in your registration and not to share your password with third parties. You agree not to impersonate another person or to select or use a username or password of another person. You agree to notify TypeCite promptly of any unauthorized use of your account and of any loss, theft or disclosure of your password. Failure to comply with these requirements shall constitute a breach of these Terms of Use and shall constitute grounds for immediate termination of your account and your right to use the Website. TypeCite will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your account secure.

5. SECURITY

5.1 TypeCite agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or User Data. However, TypeCite will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond TypeCite’s control.

5.2 Users shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information.

6. CONTENT

6.1 For purposes of these Terms of Use, the term “Content” includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

6.2 All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

6.3 The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

7. THIRD PARTY SERVICES

7.1 The Services maybe linked to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such resources does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. It is your responsibility to protect your system from such items as viruses, worms, Trojan horses and other items of a destructive nature.

8. PAYMENTS & BILLING

a) Acceptable Payment Methods

8A.1 TypeCite processes payment through Stripe. Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.

8A.2 We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

b) Billing and Terms

8B.1 The term of this Agreement shall be monthly, to commence on the date that the User signs up electronically for the Services by creating an Account with an email address. All invoices are denominated, and User can pay through various currencies approved by the website. Users are billed monthly on an assign day each month Users are entirely responsible for the payment of all taxes. For specific pricing ranges, please refer to the Pricing Page on https://www.typecite.com. Monthly fees and renewal fees will be billed at the rate agreed to at purchase. You may cancel the Services at any time, subject to contract, through Stripe. At cancellation, your Account will be deactivated and you will no longer be able to log into our site and/or have any access to the Services.

8B.2 Users must provide current, complete and accurate information for your billing account. Users must promptly update all information to keep their billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and they must promptly notify us or our payment processors if their payment method is cancelled (e.g. for loss or theft) or if they become aware of a potential breach of security, such as the unauthorized disclosure or use of their username or password. Changes to such information can be made in the Account section of the TypeCite backend. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.

8B.3 Users are restricted from registering multiple Accounts with the same billing details without first notifying TypeCite of that intent. Otherwise, TypeCite shall have the right to automatically flag such Accounts as fraudulent or abusive, and TypeCite may, without notification to the User of such Account, suspend the service of such Account or any other Account used by such User. The use of referral codes by multiple Accounts having the same billing profile is not allowed. TypeCite also reserves the right to terminate a User’s Account if it is targeted by malicious activity from other parties.

c) Arrears

8C.1 Payments not made on Billing day will be deemed in arrears. For accounts in arrears, if any amount is overdue, without the requirement of providing notice of such arrears, TypeCite may suspend service to such account and bring legal action to collect the full amount due, including any solicitors’ fees and costs.

9. TERMINATION AND ACCESS

9.1. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

9.2 TypeCite reserves the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately, including but not limited to as a result of your violation of any of these Terms of Use or any law, or if you misuse system resources. Any such termination may result in the forfeiture and destruction of information associated with your Account. TypeCite may provide prior notice of the intent to terminate Services to you. Except as otherwise set forth hereunder, any and all fees paid hereunder are non-refundable and any and all fees owed to TypeCite before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as TypeCite’s costs for collection (including solicitor’s fees) of any such charges or other liabilities. Upon termination, any and all rights granted to Users by this Agreement will immediately be terminated, and Users shall promptly discontinue all use of the Services. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. CONFIDENTIALITY

10.1 Users shall keep confidential any confidential information to which it is given access, and shall cooperate with TypeCite efforts to maintain the confidentiality thereof. Users shall not publish to third parties or distribute information or documentation that TypeCite provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, or other such materials.

11. WARRANTY DISCLAIMER

11.1. TypeCite warrants, for the User’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. TypeCite’s sole liability (and the User’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to the User, for TypeCite to use commercially reasonable efforts to correct the reported on-conformity, or if TypeCite determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and the User will receive as its sole remedy a refund of any fees the User has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 11.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the User first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

11.2. Except for the limited warranty in section 11.1, all services and professional services are provided “as is”. Neither TypeCite nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. TypeCite does not warrant that the User’s use of the services will be uninterrupted or error-free, nor does TypeCite warrant that it will review the User’s data for accuracy or that it will preserve or maintain the User’s data without loss or corruption. TypeCite shall not be liable for the results of any communications sent or any communications that were failed to be sent using the Services. TypeCite shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of TypeCite. The User may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.

12. LIMITATION OF REMEDIES AND DAMAGES

12.1 In no event shall we, nor our directors, employees, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) of fees paid to us for the particular services during the immediately previous one month period, even if TypeCite had been advised of, knew, or should have known, of the possibility thereof. Users acknowledge that the fees paid by him or her reflect the allocation of risk set forth in this agreement and that TypeCite would not enter into this agreement without these limitations. Users hereby waive any and all claims against TypeCite arising out of user’s purchase or use of the services, or any conduct of TypeCite’s directors, officers, employees or representatives. Your sole and exclusive right and remedy in case of dissatisfaction with the services or any other grievance shall be your termination and discontinuation of access to or use of the services.

In addition, you agree that TypeCite is not responsible for any data compiled by our services and that TypeCite will not be liable, in any manner, as a result of your exposure to any defamatory, threatening, unlawfully harassing, obscene or otherwise unlawful content or data. In no event shall TypeCite, or any third party provider of any component of the services or of any information delivered as part of the services, be liable to you and/or any party for any damages of any kind, including but not limited to direct, indirect, special, exemplary, punitive, consequential or similar damages arising out of or related to the services, content, products, the use or inability to use this website, or any linked website, including without limitation, lost profits, loss of use, business interruption, or other economic losses, loss of programs or other data, whether in an action of contract, negligence or other tortious action, even if TypeCite is advised of the possibility of such damages, including liability associated with any viruses which may infect your computer equipment. Some jurisdictions limit or prohibit the foregoing limitations, and in such jurisdictions the foregoing limitations shall be applied to the maximum extent permitted by law.

13. INDEMNIFICATION

13.1 You shall defend, indemnify, and absolve, our affiliates, or any related companies, partners, and each of our and their respective employees, directors, contractors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable solicitors fees, that arise from or relate to your (or any third party using your account or identity in the services) use or misuse of, or access to, the services, content, or otherwise from your user content, violation of these Terms of Use of any law, or infringement of any intellectual property or other right of a person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

14. DISPUTE RESOLUTION

14.1 Mindful of the high cost of litigation, you and TypeCite agree, where permissible by the applicable laws, to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement;(iii) the Services; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and TypeCite (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by email or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) if to TypeCite at: info@typecite.com or (2) if to you at: your last-used billing address in your Account information. Both you and TypeCite agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.

15. GENERAL TERMS

15.1 Neither you nor TypeCite shall be liable for on-performance of the terms herein to the extent that either you or TypeCite are prevented from performing as a result of any act or event which occurs and is beyond your or TypeCite’s reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, or any unforeseen change in circumstances, or any other causes beyond either party’s reasonable control. The party experiencing the force majeure shall provide the other party with prompt written notice thereof and shall use reasonable efforts to remedy effects of such force majeure.

15.2 The Website contains many proprietary materials owned (e.g. logos, graphics and images), registered and used by TypeCite. Any unauthorized use of proprietary materials of TypeCite is strictly prohibited and all rights in same are reserved by TypeCite. No use of any TypeCite proprietary materials may be made by any third party without express written consent of TypeCite. Other products and company names mentioned in the Website may be the trademarks of their respective owners.

15.3 Elements of TypeCite’s Website are protected proprietary material and other laws and may not, unless otherwise permitted hereunder, be copied in whole or in part. You may copy such images, text, screens, web pages, materials, data, Content and other information used and displayed on the Website for your personal or educational use only, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear on the pages copied. Except as provided in the preceding sentence, none of such images, text, screens, web pages, materials, data, Content and other information used and displayed on the Website may be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written permission of TypeCite.

15.4 This Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between the parties related to the subject matter hereof and supersedes any prior or contemporaneous agreement between the parties relating to the Services. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. If any provision of this Agreement is prohibited by law or held to be unenforceable, that provision will be severed and the remaining provisions hereof shall not be affected such that this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement may be signed electronically or, as set out above, your access and use of the Services will manifest your consent to this Agreement. These Terms of Use are personal to you, and are not assignable, transferable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation. All references to “laws,” rules,” or “regulations” references any and all applicable laws, rules and regulations, whether domestic or foreign. Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service. Electronic notices should be sent to info@typecite.com.

Contact

You may contact us at the following email address:

Email: info@typecite.com

Effective Date: February 22, 2021