Scholarcy Library Terms of Service

The Scholarcy Library is a service operated by Scholarcy Limited, a company registered in England and Wales under company number 11779938 and with its registered address at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ.

These Terms of Service may be amended by us from time to time. We will notify you if there have been any material changes and it is your responsibility to review these Terms of Service and to keep yourself informed of any changes implemented.  You agree that the continued use of the Service after such changes to the Terms of Services have been published will constitute your acceptance of such revised terms.

Our Contract with You

By registering at https://app.scholarcy.com or by using the Scholarcy Library you acknowledge that you have read, understood and agreed to the entirety of these Terms of Service. Scholarcy strongly advises you to print and/or save a copy of the Terms of Service.

The purpose of these Terms of Service is to set out the conditions under which Scholarcy provides the Service to you. In exchange, you agree to pay the Subscription and to comply with all requirements set out in the Agreement.

You agree that your use of the Service constitutes your acceptance of these Terms of Service and any revisions.

1.    Definitions

In the Agreement the following terms shall have the meanings ascribed to them below:

Account: your account with us which enables you to access and use of the Service.

Agreement: the agreement constituted by these Terms of Service, the Subscription, our Privacy Policy and any other policies and documentation relevant to our provision of the Service which we bring to your attention from time to time (and as amended from time to time).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer Data: the data inputted by you or on your behalf for the purpose of using the Services.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Processed Documents: the documents uploaded by you through your Account which are to be processed through the Service.

Scholarcy (or ‘us’ or ‘we’) : Scholarcy, a brand name of Scholarcy Limited, a company registered in England and Wales;

Scholarcy Library: the Software as a Service (SaaS) subscription-based products available at https://app.scholarcy.com;

Scholarcy Website: the web pages and applications hosted under https://www.scholarcy.com and associated Services hosted at any scholarcy.com sub-domain;

Service​: the grant to you of access to the Scholarcy Library by us and your use of the Scholarcy Library under the terms and conditions set out in the Agreement;

Software: our proprietary software which is used in the delivery of the Service;

Structured Content​​: the data generated or extracted from Processed Documents through the use of the Service;

Subscription:  your monthly access to the Service (and “Subscription” and “Subscribed” shall be interpreted accordingly);

Subscription Term: the term of the Subscription;

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

You” (or “user”, ‘client‘, ‘customer‘) : the person applying for an Account for use of the Service.

2.    The Service

2.1 The Scholarcy Library is a software product made available by Scholarcy through your Subscription to the Service.

2.2 The Service is not transferable or assignable by you to anyone else.

2.3 The Scholarcy Library is cloud-hosted SaaS software, which enables you to extract Structured Content from your Processed Documents. Scholarcy uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.

2.4 The Structured Content created by the Scholarcy Library can be saved by you on our servers until your Subscription is terminated and/or your Account deleted.

2.5 You have the sole responsibility to ensure that all data contained in the Processed Documents and Structured Content are saved. Scholarcy excludes any liability in the event of a loss of Processed Documents or Structured Content.

3. Service access

3.1 Access to the Service is through your Account. Your Account may only be used by the person who is the registered user. It is not permitted for a single Account to be shared by other people and breach of this requirement may result in termination of the Service and/or the imposition of additional fees.

3.2 In order to set up your Account you must provide:

(a) your full name;

(b) a valid email address;

(c) the details of a current and valid credit or debit card. Your card will not be debited until your 14 day cancelation period (see below) has expired;

(d) such other information as we may reasonably require.

3.3 You are responsible for all aspects of the access to and the use of the Account.

3.4 You shall not use the Service to access, store, distribute or transmit any Viruses, or any other material that:

(a)        is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)        facilitates illegal activity;

(c)        depicts sexually explicit images;

(d)        promotes unlawful violence;

(e)        is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)         is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

3.5 You shall not:

(a)        except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i)         attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or associated documentation (as applicable) in any form or media or by any means; or

(ii)        attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b)        access all or any part of the Services in order to build a product or service which competes with the Services; or

(c)        use the Services to provide services to third parties; or

(d)        license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services to any third party; or

(e)        attempt to obtain, or assist third parties in obtaining, access to the Services; or

(f)         introduce or permit the introduction of, any Virus into our network and information systems.

3.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

4. Service availability and support

4.1 We shall, during the Subscription Term, provide the Services to you on and subject to the terms of the Agreement.

4.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a)        planned maintenance will normally be carried out on Sundays; and

(b)        for unscheduled maintenance we shall use reasonable endeavours to give as much notice as possible.

4.3 We will, as part of the Services, provide you with our standard customer support services during Normal Business Hours and in accordance with any support services policy of ours in effect at the time.  We may amend the support services policy from time to time.

4.4 Support for the Services is only available in English, via email (support@scholarcy.com) or via our website at https://www.scholarcy.com/support. Responses to FAQs are also available at : https://www.scholarcy.com/faq/.

5. Subscription Pricing and invoicing

5.1 Details of the pricing that applies to the monthly Subscription are provided at the Scholarcy Pricing page on the Scholarcy Website https://www.scholarcy.com/pricing/.

5.2 You have a limited period of 14 days from the acceptance of your application for an Account during which you can trial the Service. If you so wish you can cancel the Subscription at any time during this period at no charge. We will not accept multiple applications which create an extended trial period.

5.3 Prices are in sterling, euros or dollars and exclusive of any relevant tax, levies, duties or any other imposition unless expressly stated otherwise. You shall be responsible for the payment of any taxes, levies, or duties which may be due.

5.4 At the end of the 14 day period, if you have not cancelled your Subscription it shall take effect on a monthly basis renewing automatically month on month. At this point your card will be charged for the Subscription for the first month. Following this you may cancel at any time before the end of the current month in order to avoid the Subscription and the monthly fee being automatically applied for the subsequent month.

5.5 The Service is billed in advance on a monthly basis. The monthly Subscription is charged irrespective of the use or lack of use of the Service made by you.

5.6 All Subscriptions shall be paid in full through the payment service provider notified to you by us using the credit or debit card you have registered with us (or such other payment methods as we may in our absolute discretion agree to accept) and we shall automatically send you an email receipt for each payment.

6. Modification of Service and Pricing

6.1 Scholarcy reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time.

6.2 Subscription charges are subject to change at any time. We may provide notice of such changes by posting on the Scholarcy Website, or through your Account pages. Such changes shall not apply to your current Subscription and you will only be subject to any amended charge should you cancel you current Subscription and reapply at a later date.

7. Term and Termination

7.1 The Agreement will be effective after you create an Account and will remain in effect until its termination by either Party in accordance with the provisions of this clause.

7.2 The minimal duration of the Agreement is one (1) month from the date which is 14 days from the date when your application if it is accepted.

7.3 All Subscriptions will automatically renew for successive periods of the same duration unless terminated by either Party. You may cancel your Subscription at any time by selecting Cancel Subscription in your Account subscription page at https://app.scholarcy.com/#/subscription. On cancellation your Subscription shall remain active until the end of the current month. No amount received in advance by Scholarcy for the Subscription will be refunded.

7.4 In relation to the Scholarcy Library you cancelling your Subscription will not result in loss of Structured Content unless you have also deleted your Account. Otherwise saved Structured Content will be available should you restart your Subscription at any time unless your account has been deleted. We will notify you at the email address you provide to us before we delete your Account.

7.5 Scholarcy reserves the right to terminate this Agreement if you breach any of its terms or conditions.

7.6 On termination of the Agreement for any reason:

(a) You may close your Account by selecting “Delete Account” in your Account profile page at https://app.scholarcy.com/#/profile and thereafter confirming via email;

(b) we may delete your Account if we have terminated the Agreement because of your breach or in line with our then current retention and back up procedures in which case all Structured Content will be automatically deleted from the Scholarcy Library. We will notify you in writing before we do this;

(c) no amount received in advance by us for your Subscription will be refunded and you shall not be entitled to any compensation whatsoever.

7.7 Our suspension of the Service and/or termination of the Agreement shall not prevent or otherwise impede any claim we may have as a result of any breach by you.

8. Refunds

No Subscription amount is fully or partially refundable. Your lack of use or the temporary discontinuance of the Service during the duration of any month of your Subscription shall not qualify for a refund or any compensation. Scholarcy will provide no refunds or credits for partial months of Service or for days or months where the Service is unused.

9.Our obligations under this Agreement

9.1 We undertake that the Service will be performed with reasonable skill and care.

9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us or our duly authorised contractors or agents.

9.3 We do not warrant that:

(a)        your use of the Service will be uninterrupted or error-free; or

(b)        that the Service and/or the information obtained by you through your use of the Service will meet your requirements.

9.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

9.6 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

9.7 The Service is provided on an “as is” basis and “as available” basis. The information given by Scholarcy is provided solely for the use of the Service. Scholarcy does not provide any implicit or explicit warranty as to the use of the Service.

9.8 The use of the Service is provided at your sole risk. The technical processing and transmission of the Service, including the Processed Documents and the Structured Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

10. Your obligations under this Agreement

10.1 You shall:

(a)        provide us with:

(i)         all necessary co-operation in relation to the Agreement; and

(ii)        all necessary access to such information as may be required by us;

in order to provide the Service, including but not limited to Data, security access information and configuration services;

(b)        without affecting your other obligations under the Agreement, comply with all applicable laws and regulations with respect to your activities under the Agreement;

(c)        carry out all your responsibilities in relation to the Agreement in a timely and efficient manner;

(d)        obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under the Agreement, including without limitation the Service; and

(f)         ensure that your network and systems comply with the relevant specifications provided by us from time to time.

10.2 You understand that you are responsible for ensuring that you have obtained the appropriate licences and authorities to use the Processed Documents and that any damage the Processed Documents or your Data could cause to Scholarcy, to a third party or to the Service is your responsibility and you will hold us harmless against any claims that may be brought against us by a third party because of your use of the Service and the Processed Documents.

10.3 We may remove Processed Documents, Structured Content and Accounts that we consider in our sole discretion as unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party’s intellectual property right(s) or the Agreement.

10.4 Use of the Service by anyone under the age of 13 is prohibited. In making your application and using the Service you warrant that you are at least 13 years of age.

11. Liability

11.1 Except as expressly and specifically provided in these Terms of Service or in the Agreement:

(a)        you assume sole responsibility for results obtained from the use of the Service and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service;

(b)        all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

(c)        the Service is provided to the you on an “as is” basis.

11.2 Nothing in this agreement excludes our liability:

(a)        for death or personal injury caused by our negligence; or

(b)        for fraud or fraudulent misrepresentation.

11.3 Subject to clause 11.1 and clause 11.2:

(a)        we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

(b)        our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Service shall be limited to the total Subscription fees paid during the 6 months immediately preceding the date on which the claim arose.

12. Intellectual property rights

12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and associated documentation. Except as expressly stated herein, the Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or such documentation.

12.2 We hereby grant you a perpetual, non-assignable and free licence over the Structured Content for your personal use. You shall not copy, distribute or make available Structured Content for commercial purposes.

12.3 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service provided that:

(a)        we give you prompt notice of any such claim; and

(b)        we provide reasonable co-operation in the defence and settlement of such claim (at your expense).

13. Customer Data

13.1     You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

13.2     We shall follow our archiving procedures for the Customer Data we control as set out in our Back-Up Policy available at https://www.scholarcy.com/data-backup-policy. In the event of any loss or damage to this Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by us.

13.3 Certain Customer Data is processed by and stored by our service partners (such as your credit or debit card transaction data). We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

13.4     Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

13.5     The parties acknowledge that:

(a)        if we process any personal data on your behalf when performing our obligations under the Agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation.

(b)        personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Service and our other obligations under the Agreement.

13.6     Without prejudice to the generality of clause 13.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Agreement so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf.

13.7     Without prejudice to the generality of clause 13.4, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under the Agreement:

(a)        process that personal data only on your instructions unless required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b)        not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(i)         you or we has provided appropriate safeguards in relation to the transfer;

(ii)        the data subject has enforceable rights and effective legal remedies;

(iii)       we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)       we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

(c)        assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d)        notify you without undue delay on becoming aware of a personal data breach;

(e)        at your direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

(f)         maintain complete and accurate records and information to demonstrate our compliance with this clause 13.

13.8     Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

14. Force majeure

We shall have no liability to you under the Agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

15. Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

Except as expressly provided in the Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

18. Assignment

18.1     You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.

18.2     We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement.

19. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the us, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

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