TERMS OF USE AND SERVICE
Last Updated: July 16th, 2023
IF YOU DO NOT AGREE THESE TERMS, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT ACCESS, USE OR PURCHASE ANY PRODUCTS, APPLICATIONS OR SERVICES.
1. ACCEPTANCE OF TERMS
These Terms of Use and Service (“Terms”) constitute a binding contract between you and PROCUREMENT SCIENCES, INC. (“us”, “we” or “PSci”) governing the use of and access to the products and/or services, including application programming interface, software, tools, developer services, data, documentation, and websites we or our affiliates offer in connection with open access, membership, enrolment, certification, subscription, services or one-time purchases (“Services”) to you and any authorized individuals engaged by you to use the Services on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Services, or authorizing or permitting any User to use or access the Services, you accept and agree to be bound by these Terms. The term “using” includes any person or entity who accesses or uses the site with crawlers, robots, browsers, data mining, or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party.
If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to PSci that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” shall refer to such Entity and its affiliates. You may not make your access credentials or account available to others outside your Entity, and you are responsible for all activities that occur using your credentials. If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Services. You represent and warrant that the information you provide in registering for the Services is accurate, complete, and rightfully yours to use.
2. SERVICES
We may deliver our Services through our website www.procurementsciences.com (“Site”), web applications, and mobile applications (each, an “Application,” and collectively, “Applications”). The features and services available to you will be based on the content, products, subscription plan, level or other services you purchase or subscribe to from PSci (“Plan”), as detailed in the purchase and registration details and/or terms provided to you by PSci and/or the “Registration” page within the Application. The Services specifically exclude any third-party database or Third-Party Services (as defined in Section 5).
We reserve the right to modify content, features and functionality of our Services from time to time in our sole discretion. We will determine in our sole discretion whether any new content or features require additional fees. We may decide to add new content or features to the Services. We may or may not provide notice to you of changes to the Services. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Services.
Any additional product add-ons, including but not limited to additional content, features or services you later add to an existing Plan (the “Add-Ons”) shall be subject to these Terms. Any time-and-materials or other consulting services provided to you shall also be subject to these Terms.
3. REGISTRATION
You agree that you will only access our Applications for your personal or internal business purposes and subject to these Terms. You will be required to register for our Application and may pay a fee for the use of certain Services. You must pay such subscription fees on the first day of your subscription term unless otherwise specified.
If you, as a User, add additional Users to your account, you must bind each of the Users to these Terms. You are responsible for all information, data, content, messages or other materials that you or your Users input, upload, post or otherwise transmit via the Applications (collectively, “Content”). You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under or in connection with your login or account. You agree that you will not trade, transfer, or sell access to your login or account to another party unless otherwise agreed to in writing by PSci.
As a User, you represent and warrant that you are: (i) 18 years or older, (ii) not prohibited or restricted from having a PSci account, and (iii) not a competitor of or using the Services for purposes that are competitive with PSci. You agree to use reasonable efforts to prevent unauthorized use of the Services and notify us immediately if you discover any unauthorized use through your account. You will take all necessary steps to terminate the unauthorized use and agree to cooperate with us in preventing or terminating such unauthorized use of the Services.
4. AVAILABILITY OF SERVICE
While we will use commercially reasonable efforts to keep our Applications available and accessible, the Applications may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of Third-Party Services (as defined in Section 5) or any related application programming interface and integrations. Interruptions of our Applications shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.
5. THIRD PARTY INTEGRATIONS AND SERVICES
Our Applications may utilize, access or connect to certain external third-party products, services, software, websites, artificial intelligence tools or other machine learning service providers in conjunction with your use of our Applications and Services or the collection of data for use and integration in our Applications and Services (“Third Party Services,” and each, a “Third Party Service”), including certain social media networks, websites and other integration partners. To take advantage of these features, you may be required to sign up or log into such Third Party Service on their respective websites or applications. By enabling the Applications to access such Third Party Service, you are permitting PSci to pass on your login information to the Third Party Service and granting the Third Party Service permission to access or otherwise process your data. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of such Third Party Service, and that PSci does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third Party Service. Certain features of our Services may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by PSci in our sole discretion, we may stop providing access to certain features and functionality of our Services. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Services. You irrevocably waive any claim against PSci with respect to such Third Party Services.
PSci is not responsible for any false or inaccurate information generated by such Third Party Services and is not obligated, nor does it intend, to take any steps to independently verify the accuracy or authenticity of such information. All information should be reviewed and verified by the user of any information generated by the Application and Third Party Services. PSci is not liable for and expressly disclaims any damages suffered by the User, including any loss of business, due to the use of our service, including due to any inaccurate text generations.
You acknowledge that the Application may, at times, make use of data scraped from third-party websites. The Company disclaims all liability for any losses or damages incurred by the user, as a result of any legal prohibitions, restrictions, or penalties enforced by such third-party websites in relation to data scraping.
6. PAYMENT TERMS
We will charge you pursuant to the terms as provided at the time of purchase, subscription and/or enrollment. We will continue to charge you for your Plan, including any Add-Ons if and as applicable. PSci reserves the right to increase fees at the time of any subscription term renewal. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You authorize PSci and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. All Payments are nonrefundable except as provided in this Agreement or the terms at the time of purchase. If you want to dispute any Fees you must do so within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due shall be subject to a finance charge of 1.5% of the unpaid balance per month.
7. CANCELLATION; TERMINATION
Termination by You. You may terminate your account at any time without cause, If you elect to cancel during the subscription term, you will not be issued any refunds or credits for the remainder of the subscription term and you will continue to have access to the Services until the end of the current term of plan.
Termination by Us. We may restrict functionality of the Services or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions. We may terminate your account and use of the Services for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under your Plan, (iii) at the expiration of the subscription period of your Plan if we provide prior written notice to you, (iv) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (v) if we reasonably determine you are acting or have acted in a way that could present substantial reputational harm to PSci or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Service and may be referred to law enforcement authorities.
Post Termination. If your account is terminated, you must cease using the Services and PSci reserves the right to delete your account settings and Content with no liability or notice to you. Once your account settings and Content are deleted, you will not be able to recover such account settings and Content, except any Content that remains on Third Party Services pursuant to the terms and conditions of such Third-Party Services.
8. YOUR USE OF THE PRODUCTS AND SERVICES
You agree not to, nor authorize or permit any User or third party to: (a) license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Services; (b) circumvent or disable any security or other technological features or measures of the Services; (c) reverse engineer any element of the Services, or use the Services to compete with the PSci, (d) modify, adapt or present the Services to falsely imply any sponsorship or association with PSci; (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services; (f) use the Services to post, upload, link to, send or store any Content that is defamatory, libelous, fraudulent, derogatory, abusive, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, (g) use the Services to post, upload, link to, send, distribute, or store any Content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (h) use the Services to post, upload, link to, send, distribute, or store any Content that is material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such Content available on or through the Services and to grant PSci the limited right to use Content as set forth in these Terms, (i) attempt to use any method to gain unauthorized access to any paid or restricted features of the Sites or to the Services and its related systems or networks, (j) use automated scripts to collect information from or otherwise interact with Third Party Services or the Services; (k) deep-link to the Sites (other than PSci s home page) for any purpose, unless expressly authorized in writing by PSci; (l) impersonate any other user of the Services; (m) use the Services in violation of applicable law or any acceptable use policy, terms of use or any similar policy or terms of Third-Party Services; (n) use the Services in a way that infringes, misappropriates or violates any person’s rights; or (o) except as permitted through the Services, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction.
You agree not to use, and not to knowingly display, distribute, or otherwise make content or information derived from the Services available to any entity for the purpose of: (i) conducting or providing surveillance or gathering intelligence, including but not limited to, investigating or tracking individual social media users or their content, or to obtain information on social media users or their content, in a manner that would require a subpoena, court order, or other valid legal process; (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; (iv) violating the Universal Declaration of Human Rights; or (v) targeting, segmenting, or profiling individuals based on sensitive personal information, including health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
By accessing or using the Services, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Services. Our Services are not intended to hold any Sensitive Information. You represent and warrant that you will not use our Services to transmit, upload, collect, manage, or otherwise process any Sensitive Information. WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR SERVICES IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. “Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.
Although we do not monitor content published through our Services and are not responsible for any content published through our Services, we reserve the right to delete, edit, or move messages or materials that we deem necessary to be removed, including, but not limited to, public postings, advertisements, and messages.
9. CONFIDENTIAL INFORMATION
For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or to which the other party may have access, which (i) a reasonable person would consider confidential, or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms, and shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations under these Terms.
10. DATA PRIVACY
We access your data to enable us to respond to your service requests and as necessary to provide you with the Application and Services. We share your data with third parties if required by law, permitted by you, or pursuant to our PSci Privacy Policy (“Privacy Policy”), which is available here [insert privacy policy link] and incorporated into these Terms. You agree to all actions that are taken with respect to your data that are consistent with our Privacy Policy.
11. INTELLECTUAL PROPERTY
Services. We own and retain all rights, title, and interest in and to the Services along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”) related to the Services. Your use of the Services under these Terms does not give you additional rights in the Services or ownership of any Intellectual Property Rights associated with the Services. Subject to your compliance with and limitations set forth in these Terms and upon your subscription to the Services, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services, Deliverables and Applications.
Content. So long as you are in compliance with these Terms, You shall be assigned a license in and to all content generated and delivered to you by the Services (“Deliverables”). Notwithstanding, we may use any portion of the Deliverables to provide and maintain the Services, comply with applicable law, and enforce our policies. Due to the nature of the Services and the evolving technology used therewith, Deliverables may not be unique across users and the Services may generate the same or similar Deliverables for multiple users. PSci expressly disclaims any and all liability for any content generated or synthesized by its service that may be deemed or alleged to infringe upon any copyright, trademark, or other intellectual property rights, or that may be construed as plagiarism under any applicable laws, regulations, or rules.
Feedback and Suggestions. Although you are not required to provide feedback or suggestions, you assign to us all of your worldwide right, title and interest in and to any and all feedback, suggestions, requests, recommendations, or other comments that you provide to us regarding our Services, including all Intellectual Property Rights therein. You shall, upon the request of PSci, its successors or assigns, execute any and all documents that may be deemed necessary to effectuate this assignment. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any feedback, suggestions, or other comments, even if it is altered or changed in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. Our receipt of your feedback, suggestions, and other comments is not an admission of their novelty, priority, or originality, and it does not impair our right to any existing or future Intellectual Property Rights.
Use of PSci Marks. You may not use PSci or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
Statistical Data. You acknowledge and agree that we have a right to own and complete statistical analyses on your data and information resulting from your or your Users’ use of the Services (other than any personally identifiable data). We collect such data pursuant to PSci Privacy Policy for any lawful purpose and without a duty of accounting to you.
DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on the Services, the Applications or Site or any of its web properties hosted on the Site infringes a copyright owned by you, you (or your agent) may send PSci DMCA agent a notice requesting that the material be removed, or access to it blocked. This request should be sent to: christian@procurementsciences.com or, alternatively to: Procurement Sciences, Inc., Attn: DMCA Registered Agent, 362 River St. Dunstable, MA 01827 USA. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.
12. WARRANTY
THE APPLICATIONS AND PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND PRODUCTS WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE. PSCI DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN PSCI’S REASONABLE CONTROL.
We make no representations or warranties regarding the applicability, suitability or accuracy of the Deliverables, and You should evaluate the accuracy of any Deliverables as appropriate for your use case, including by using human review of the Deliverables.
Procurement Sciences, Inc. expressly disclaims any and all liability for any Deliverables that may be deemed or alleged to infringe upon any copyright, trademark, or other intellectual property rights, or that may be construed as plagiarism under any applicable laws, regulations, or rules. The User acknowledges that the service utilizes AI technology, and thus, any similarities with existing works, information, or content are unintentional and coincidental.
13. INDEMNIFICATION
Your failure to comply with any of your obligations set forth in these Terms shall be considered a breach of these Terms. You agree to defend, indemnify, and hold harmless PSci and its officers, directors, employees, agents, successors, and assigns from any and all third party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), arising from, in connection with, or based on allegations of, your or your Users’ breach of these Terms, use of Third-Party Services, or for any action arising from the Excluded Claims. Further, You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your use of the Deliverables, products or services you develop or offer in connection with the Services.
14. LIMITATION OF LIABILITY
In no event shall PSci liability exceed or extend beyond subscription and/or membership fees paid by you. You hereby assume all risk as a result the use of the Services. NEITHER PARTY NOR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
15. MISCELLANEOUS
Updates To Terms. We may revise and update these Terms from time to time, in our sole discretion. Any changes we make to these Terms are effective immediately when we post them. Continued use of our Services after we provide you notice of the updated Terms shall constitute acceptance of the updated Terms.
Export Compliance and Anti-Corruption. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Users or any other third party to access or use the Services subject to a U.S. government embargo or in violation of any U.S. export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
Assignability. Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that PSci may assign these Terms, and the licenses granted to PSci under these Terms, without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of PSci’s obligations under these Terms.
Notices. Except as otherwise specified in these terms, any notices under these Terms must be sent to PSci by email to christian@procurementsciences.com, with a duplicate copy sent via registered mail (return receipt requested) to: Procurement Sciences, Inc., 362 River St. Dunstable, MA 01827 USA. Any notices under these Terms that are sent to you shall be sent via email to the named account owner of your PSci account. You are responsible for maintaining the accuracy of the email address and other contact information of your named account owner on the “Personal Settings” page within the Application.
Force Majeure. PSci will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove the causes of non-performance.
Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the Commonwealth of Massachusetts, U.S.A.
Venue. In circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. Under such limited circumstances, each party hereby expressly and irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts located in the Commonwealth of Massachusetts in connection with such an action.
Agreement to Arbitrate Disputes. You and PSci agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate PSci’s Intellectual Property Rights or Payment Terms. In all other cases, both parties hereby agree to submit to arbitration administered by JAMS under its Commercial Arbitration Rule with one (1) arbitrator. You agree that an arbitrator cannot award punitive damages to either party and to abide by and perform any award rendered by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
No Class Actions. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
Waiver and Severability. The waiver by PSci of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of PSci to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Entire Agreement. Except for any separate Service Agreement, these Terms are the final and complete expression of the agreement between these parties regarding your use of the Services, Site and Application. These Terms supersede, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms.
Independent Contractor. Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
