Agreement between You and CiteGuru
These Terms and Conditions are an agreement ("Agreement") between you and CiteGuru regarding your use of the services made available (collectively the "Services") as set forth below. These Terms and Conditions, which covers your use of the information, products, and services contained in or available through CiteGuru, constitute a legal agreement between you and CiteGuru regarding your access to, or use of the Services. Services are offered to you conditioned on your acceptance of the terms, conditions, and notices contained herein. Your purchase of any Service constitutes your acceptance and agreement to all such terms, conditions, and notices. These Terms and Conditions contain a dispute resolution provision that includes arbitration and that may affect your rights. Please read this entire Agreement carefully.
Research Services are subject to the following terms:
You acknowledge that the services provided will be limited to your specific request and based on the information you provide. Further, you understand that any information or advice provided by CiteGuru or any third-party on CiteGuru does not constitute a guarantee of accuracy for your specific research project.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with these Terms and Conditions, you may not sign up for or use Services. If CiteGuru discovers that you do not have authority to bind the entity for which you have purchased the Service, you will be personally responsible for the obligations in this Agreement, including without limitation, any payment obligations. CiteGuru is not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication, reasonably believed by us to be genuine and delivered by an authorized representative of your company. If there is reasonable doubt regarding the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you. You must immediately alert CiteGuru of any fraudulent, unauthorized, illegal, or suspicious use of Services, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
You acknowledge and agree that CiteGuru may establish general guidelines regarding Services, including without limitation, the maximum amount of information you may receive in a given period of time for your research project. In addition, you are responsible for all expenses incurred or other actions that may occur through your use of Services. You also acknowledge and agree that CiteGuru reserves the right to modify or amend these general guidelines at any time, in its sole discretion, with or without notice. The details or availability of Services in any state is subject to change without notice.
Exclusions and Prohibitions
The following items are specifically excluded from the Services, and are not benefits of Services:
You may not use Services for any inappropriate or otherwise objectionable purpose as determined in CiteGuru's sole discretion, including without limitation, transmitting communications deemed to be offensive, obscene, indecent, abusive or frivolous in nature. In the event any such communications are properly brought to our attention, CiteGuru reserves the right to terminate your membership and/or access to Services immediately without prior notice.
CiteGuru is not a legal provider. CiteGuru does not provide legal advice. CiteGuru operates the website as an online venue to facilitate communication between potential users of research needs and researchers.
By using CiteGuru Services, you acknowledge that such use does not create or constitute an attorney-client relationship between you and CiteGuru, any CiteGuru affiliates, or any CiteGuru Researcher. Any such use is intended for general informational purposes only and should be used only as a starting point for addressing your legal issues. Any communication with CiteGuru is not subject to an attorney's duty of confidentiality and is not protected by the attorney-client privilege or work product doctrine. For the avoidance of doubt, by using CiteGuru.com, you hereby expressly waive any duty of confidentiality that may be implied to all of your communications on or through CiteGuru.com.
Citeguru has no affiliation whatsoever with Slack or slack.com except with respect to Slack and slack.com terms of service and use in relation to https://citeguru.slack.com
Dispute Resolution By Binding Arbitration
These Terms and Conditions shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Pennsylvania as applied to contracts made and to be performed entirely within Pennsylvania, without giving effect to the state's conflicts of law statute. Any controversy, dispute or claim arising out of or related to these Terms and Conditions or your use of the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of Pennsylvania, City of Pittsburgh and County of Allegheny, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
You agree that CiteGuru is not responsible for any harm that this service may cause. Upon a request by us, you agree to indemnify, defend and hold us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, suppliers, successors, and assigns harmless from and against any and all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of these Terms and Conditions, or any intellectual property or other right of any person or entity, by you or any third party using your credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
Communication and other data
CiteGuru is not responsible for any loss of data resulting from accidental or deliberate deletion, network or system outages, file corruption, or any other reasons. CiteGuru also reserves the right to release current or past user information in the event CiteGuru believes that accounts are in violation of the Terms and Conditions or page content guidelines, used to commit unlawful acts, if the information is subpoenaed, and/or if CiteGuru deems it necessary and/or appropriate. We also reserve the right to deny service to offenders of these guidelines and to terminate or deny service to anyone for any reason or no reason.
Electronic contracting and notices
Changes to these Terms and Conditions
We may change these Terms and Conditions at any time, as we reasonably deem appropriate. Upon any change in these Terms and Conditions, we will post the amended agreement on CiteGuru.com; we may also attempt to notify you in some other way. Your continued use of the site and/or the Services following such posting shall constitute your affirmative acknowledgement of the Terms and Conditions, the modification, and agreement to abide and be bound by the Terms and Conditions, as amended. If at any time you choose not to accept these Terms and Conditions, including following any such modifications hereto, then please do not use the site.
Changes to the services
We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on CiteGuru.com, and the use of new services will be governed by these Terms and Conditions. You agree that CiteGuru will not be liable to you or any third party for any suspension or discontinuation of any of the Services.
Disclaimer of warranties
CiteGuru provides the Website and the Service "as is," without warranty of any kind. Without limiting the foregoing, CiteGuru expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Specifically, CiteGuru makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. We will use reasonable efforts to notify you regarding any change of ownership. You may not assign, transfer or sublicense these Terms and Conditions to anyone else and any attempt to do so in violation of this section shall be null and void.
You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Site and the Services. If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Site or Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms and Conditions. If you are under the age of 13, you may not use the Site or Services, in compliance with the Children's Online Privacy Protection Act. If you are the parent or legal guardian of a child under the age of 18, you may use the Site or Services on behalf of such minor child. By using the Site or Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child and that all references in these Terms and Conditions to "you" shall refer to such child or such other individual for whom you have authorization to enter into these Terms and Conditions on their behalf, and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual. If you do not qualify under these terms, do not use the Site or Services. Membership in the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and Conditions and to abide by all of the terms and conditions set forth herein. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the users own risk and users are responsible for compliance with any local laws.
Limitation of liability
To the extent permitted by applicable law, in no event will CiteGuru be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (a) the use, disclosure, or display of your User-Generated Content; (b) your use or inability to use the Service; (c) the Service generally or the software or systems that make the Service available; or (d) any other interactions with CiteGuru or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not CiteGuru has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. CiteGuru will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
Further, notwithstanding anything to the contrary, in the case of any conflict between any other terms and conditions of your use of any CiteGuru website or service, the terms and conditions of this Agreement shall prevail.