Scholarcy

Terms of service

Overview

Important please read carefully:

Scholarcy is a service operated by Everway Opco Limited, a company registered in Northern Ireland under company number NI031186.

By using, or registering to use, the Service, you acknowledge that you have read, understood and agreed to the entirety of these Terms of Service.

These Terms of Service may be amended from time to time. It is your responsibility to review these Terms of Service frequently and to remain 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.

By creating an account, subscribing, or otherwise using Everway’s Products or Services, you confirm that you have the authority to bind your organization (if applicable), and you accept these Terms. Execution of a subscription or acceptance of these Terms binds the Customer to all provision herein.

1. Definitions

In the following text:

‘Business Day’ means a day other than Saturday, Sunday, or a public holiday in England, when banks in London are open for business.
‘Commencement Date’ means the earlier of (i) the subscription start date specified in your order or (ii) the first date on which you are granted access to the Services.
‘Authorized Users’ means your employees, agents, contractors, or other individuals who are permitted by you to use the Services under this Agreement.
‘Confidential Information’ means all information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that should reasonably be understood as confidential given the nature of the information and circumstances of disclosure.
‘Account’ means your account after entering into this Agreement, which enables your to use the Service.
‘Agreement’ means the agreement constituted by these Terms of Service, the Subscription, the Privacy policy and any potential subsequent amendments of those as well as any separate agreement entered into between Scholarcy and you for the performance of the Service.
‘Article Metadata’ refers to the data points related to or describing an article or research paper within the Processed Documents, including the following: title, author(s), source, copyright year and publication date, affiliations, abstract, figures, tables and their captions, keywords and bibliography/references either in plain text or BibTeX/RIS format
‘Processed Documents’ refers to the documents sent by you, through your Account, to be processed through the Service.
‘Everway’ or ‘us’ or ‘we’ refer to Everway, a brand name operated by Everway Opco Limited, a company registered in Northern Ireland. Our company address is Lucas Exchange, 1 Orchard Way, Antrim, Antrim, BT41 2RU. Our company registration number is NI031186;
‘Scholarcy Extension’ refers to the Chrome browser extension available from the Google Chrome Store, or extensions for other browsers as may become available in future;
‘Scholarcy Library’ refers to the Software as a Service (SaaS) subscription-based product available at https://library.scholarcy.com;
‘Scholarcy API’ refers to the application programming interface previously provided by Everway. The Scholarcy API is no longer commercially available and is not included as part of the current Services, but remains the intellectual property of Everway.
‘Everway Results’ refers to the classification and organisation of the Verbatim Content that is the result of the application of the Services.
‘Scholarcy Website’ refers to web pages and applications hosted under https://www.scholarcy.com and associated Services hosted at any scholarcy.com sub-domain;
‘Service’ refers to the grant of access to the Scholarcy Extension, Scholarcy Library by Everway and the use of the Scholarcy Extension, Scholarcy Library by the User, under the terms and conditions set out in the Agreement.
‘Structured Content’ refers to the total output of the Service, comprising the Verbatim Content and the Scholarcy Results.
‘Subscription’ refers to the fee based plan subscribed by the User for a fixed monthly or an annual period. The Service is provided through separate offers, which functionalities are described on the Scholarcy Website, or through specific tailored offer(s).
‘User’, ‘client‘, ‘customer‘, or ‘you’ refers to the user of the Scholarcy Website, Scholarcy Extension, or Service.
‘Verbatim Content’ means the written content contained in the Processed Documents which is processed through the Service without alteration, including the Article Metadata.

If you continue to use the Scholarcy Website, Scholarcy Extension, and/or Service, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern the relationship between you and Scholarcy in relation to the Scholarcy Website, Scholarcy Extension and Service. If you disagree with any part of these terms and conditions, please do not use the Scholarcy Website, Scholarcy Extension or the Service.

2. Scholarcy Website and the Scholarcy Extension

Use of the Scholarcy Website and the Scholarcy Extension is subject to the following general terms:

The content of the pages of the Scholarcy Website is for your general information and use only. It is subject to change without notice;
The Scholarcy Website and Scholarcy Extension uses cookies;
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Scholarcy Website and via the Scholarcy Extension for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law;
Your use of any information or materials from the Scholarcy Website or obtained via the Scholarcy Extension is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available from the Scholarcy Website or obtained via the Scholarcy Extension meet your specific requirements;
The Scholarcy Website and the Scholarcy Extension contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions;
Unauthorised use of the Scholarcy Website or the Scholarcy Extension may give rise to a claim for damages and/or be a criminal offence;
The Scholarcy Website or Scholarcy Extension may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s);
We reserve the right to terminate any account should we believe that the user is using the Scholarcy Website and/or Scholarcy Extension inappropriately or excessively;
Access to the Scholarcy Website and/or Scholarcy Extension may be limited to a maximum number of times and/or duration in a given period of time;
Everway and/or third party providers may make improvements and/or changes in products, support, services, utilities, and/or other Scholarcy Website and/or Scholarcy Extension content at any time with or without notice;
Everway may provide notice of changes to these Terms (or other Scholarcy Website and/or Scholarcy Extension content) by displaying notices on this site or other communication means. If you are a subscriber you will be notified by email of any changes to these Terms.

All Scholarcy Website and/or Scholarcy Extension content and services are provided “as is” and “as available” and Scholarcy expressly disclaims, to the maximum extent permitted by applicable law, any warranties and representations of any kind (Warranties) with respect to Scholarcy Website and/or Scholarcy Extension content and services, either expressed or implied, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement of third party intellectual property rights;
Customer shall indemnify, defend and hold harmless Everway against all claims, damages, costs and expenses arising from: (a) Customer’s misuse of the Service, (b) any breach of this Agreement, or (c) Customer Data provided by the Customer that infringes third party rights. Conversely, Everway shall indemnify Customer against claims that the Service infringes UK intellectual property rights, subject to the conditions in Section 11.
The User is responsible for ensuring that their use of the Scholarcy Website and/or Scholarcy Extension does not conflict with contractual agreements between the User and any institutions to which they may be affiliated, between the User and their employer, or between the User and any other relevant third-parties;
If any provision of these Terms is held to be unenforceable, the unenforceable provision shall be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision. This shall not affect the validity or enforceability of the remaining provisions;
Your use of the Scholarcy Website and/or Scholarcy Extension and any dispute arising out of such use of the Scholarcy Website and/or Scholarcy Extension is subject to the laws of England and Wales, Northern Ireland and Scotland.

3. Scholarcy Library

Scholarcy Library are Services operated by Everway Opco Limited.

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

The purpose of this Agreement is to set out the conditions under which Everway provides the Service to you, who accepts it, a non-exclusive and non-transferable right to use the Service in SaaS mode. In exchange, you agree to pay the contractual fee and to comply with all requirements set out in the Terms of Service.

3.1 Service description

Scholarcy Library is cloud-hosted SaaS software, which enables you to extract Structured Content from your Processed Documents.Everway does not include any storage service. You have the sole responsibility to ensure that all data contained in the Processed Documents and Structured Content are saved and registered. Everway excludes any liability in the event of a loss of Processed Documents or Structured Content.

Scholarcy Library provides storage for Structured Content only. Everway provides limited liability to the User in the event of a loss of Processed Documents or Structured Content.

3.2. Service access

You access the Service through your personal Account. Your Account may only be used by one person. A single Account shared by multiple people is not permitted. You bear all liability as to the access and the use of the Account. The Account requires you to provide your full name, a valid email address, and any other information requested in order to complete the registration process.

3.3. Service availability and support

The Service is available to you 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement. Support for the Services is only available in English, via email (support@scholarcy.com) or via our website at https://www.scholarcy.com/support.

4. Pricing and invoicing

A specific pricing applies to any monthly or annual subscription plan, which are detailed under Scholarcy Pricing page. This excludes the free trial Account for a limited period. Prices are in sterling, euros or dollars and all tax excluded, except when expressed otherwise. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties in your jurisdiction.

You may have access to a free Account for a trial period, during which you may use the Service free of charge. You may subscribe only once to a free Account and shall not maintain more than one free Account. At the end of the the trial period, you may opt for a Subscription, which will be charged automatically. For any upgrade or downgrade of the Subscription, the new price will apply as of the day following the date of the change in the Subscription. The billing cycle remains unchanged and the invoicing will include the details as to the pro rata. In the event of an amendment of your Subscription or a change from the Subscription to a free Account, you shall not be entitled to a refund.

All Subscriptions must be paid, through Everway's payment service provider (Stripe Payments Europe Ltd), in full using a credit card. You must enter valid credit card information. Alternatively, you may contact us to arrange alternative payment arrangements (such as PayPal or separate invoicing).

The Service is billed in advance on a monthly or annual basis, irrespective of the use of the Service made by you. The amount already paid is neither fully or partially refundable. The lack of use or the temporary discontinuance of the Service during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor qualify for a refund or any compensation whatsoever. Scholarcy will provide no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

Everway shall automatically send you an email receipt for each payment.

4.1. Modification of Service and Pricing

Everway reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.

Prices of all Services, for the monthly or annual subscription plan to the Service, are subject to changes at any time. Such notice may be provided at any time by posting the changes on our Website, or the Service itself. Such changes shall not apply for the ongoing Subscriptions and shall only apply for the Subscriptions entered after the modification of pricing.

5. Terms

This Agreement shall commence on the Commencement Date and continue for the Initial Term specified in your Subscription. Unless otherwise stated, the Agreement shall automatically renew for successive periods of the same duration (each a Renewal Term), unless either Party provides at least thirty (30) days’ written notice of non-renewal before the end of the Initial Term or Renewal Term.

Without prejudice to any other rights or remedies, either Party may terminate this Agreement immediately by written notice if:

the other Party commits a material breach which is not remedied within thirty (30) days of written notice; or
the other Party becomes insolvent, enters into liquidation, or is otherwise unable to pay its debts the other party suffers an Insolvency event.

Subscriptions are sold in prepaid monthly or annual increments. No refunds or prorated credits will be issued for early termination. Subscriptions will automatically renew for successive periods of the same duration unless terminated in accordance with Section 9.

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5.1 Account closure

You may close your Account and terminate this Agreement at any time by selecting Delete account in your Account profile page at https://library.scholarcy.com/profile and thereafter confirming via email. All Structured Content will be automatically deleted from the Service at the termination date of the Agreement. You will not be able to recover your Structured Content after the termination date of the Agreement. Everway reserves the right to terminate this Agreement and close your Account if you breach the terms of this Agreement.

6. Our obligations under this Agreement

Everway undertakes to use all reasonable and human resources to provide the Service, subject to (i) your full payment of the contractual fees and (ii) interruptions, suspension or discontinuance of all or any portion of the Service due to maintenance, service disruption or failure external to Everway. For maintenance operations, Everway will endeavour to inform you in advance by email, via our Website or the Service application. The temporary interruptions of the Service, of any kind, will under no circumstances give rise to our liability or indemnification of any kind. Any service not expressly provided for in the Agreement, such as training, support, etc., shall be subject to a separate agreement, based on a quotation established according to our applicable rates.

7. Your obligations under this Agreement

You enter into this Agreement as an individual or on behalf of a company or other legal entity, and you grants that you have the authority to bind such entity and its affiliates. Accounts registered by ‘bots’ or other automated methods are not permitted.

You undertake to:

Acquire the necessary hardware and software, and to subscribe to telecommunications services (internet access) required to remotely use the Service. The costs for such equipment and for Internet access services are exclusively borne by you.
Ensure that you maintain the security of the Account and the related password.
Accurately transmit, under your sole responsibility, all information required for the performance of the Agreement and warrants the accuracy of such information. You commit to report any change to these information.
Pay the contractual fees under the conditions set out in the Agreement.
Respect Everway's intellectual property rights.
You shall not, and shall ensure that your Authorized Users do not:
- copy, modify, or create derivative works of the Services;
- sub-license, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, except as expressly permitted under this Agreement;
- transmit, store, or upload any unlawful, defamatory, obscene, discriminatory, or infringing material; or
- Introduce, or permit the introduction of, any viruses, malware, or malicious code into Everway’s systems or networks.
Refrain from transferring to your Account, documents that may:

Impair the functioning of the Service.
Contain or be likely to contain viruses or any code of a destructive nature.
Be of an illegal nature, contrary to the laws or regulations in force, contrary to morality (pornography, violence, etc.) or infringing third parties’ rights, including (without limitation) intellectual property rights and the right to privacy.

Accordingly, you are responsible for any damages such data could cause to Everway, to a third party, to the Service and will hold Everway harmless against any claims that may be brought against Everway by a third party because of such data and, more generally, your use of the Service. While the Agreement prohibits such conduct on the Service, you understand and agree that Everway cannot be held responsible for the Processed Documents submitted to the Service. You therefore agrees to use the Service at your own risk.

Everway may remove Processed Documents, Structured Content and Accounts containing data that Everway considers in its 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.

8. Confidentiality

Each Party shall keep confidential all Confidential Information disclosed by the other Party and not disclose it to any third party except as required by law. This obligation survives termination of the Agreement.

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8. Liability

9.1 Except as expressly and specifically provided in this Agreement:

the Customer assumes sole responsibility for results obtained from the use of the Service and for conclusions drawn from such use. Everway shall have no liability for any damage caused by errors or omissions in any information, documents, or data provided by the Customer, or for any actions taken by Everway at the Customer’s direction;
the Service is provided to the Customer on an “as is” and “as available” basis; and (c) the Parties agree that the Service is not intended to diagnose, treat, or assess any medical, educational, or workplace condition.

9.2 Exclusion of damages - In no event shall either Party be liable under or in connection with this Agreement (whether in contract, tort, negligence, statutory duty or otherwise) for any:

consequential, incidental, indirect, special, exemplary, or punitive damages;
increased costs, loss of profits, revenue, business, goodwill, or data; or
costs of substitute goods or services, even if such losses were foreseeable or the Party was advised of the possibility of such losses.

9.3 Aggregate liability cap - Subject to clause 8.4 below, each Party’s total aggregate liability arising out of or in connection with this Agreement, under any legal or equitable theory (including breach of contract, tort, negligence or otherwise), shall not exceed the total subscription fees actually paid by the Customer to Everway in the twelve (12) months immediately preceding the event giving rise to the claim.

9.4 Exceptions - Nothing in this Agreement excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any amounts due and payable by the Customer to Everway under this Agreement.

10. Termination for breach

Everway may suspend access immediately if you breach Section 7 (Obligations) or use the

Service unlawfully. If such breach is not remedied within thirty (30) days of written notice, Everway may terminate the Agreement with immediate effect. No refunds or credits will be provided for terminated subscriptions. From the termination date, you will no longer be able to use the Service. Your Structured Content relating to your Account will be deleted without your being entitled to any compensation. You shall be solely responsible for the consequences of the termination of the Agreement, in particular in terms of continuity of its internal management and commercial activities.

No amount received in advance by Everway for the Subscription will be refunded and you shall not be entitled to any compensation whatsoever.

Suspension of the Service and/or termination of this Agreement shall not prevent or otherwise impede the claim(s) Everway may present as a result of any breach(es) by you.

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11. Intellectual property rights

All intellectual property rights on the Scholarcy Website, Scholarcy Extension, Scholarcy

Library ,Scholarcy API (historical Product) or Service and all content available on the Scholarcy Website remain the sole property of Everway. Everway warrants that it has developed the Scholarcy Library and owns the intellectual property rights to the Scholarcy Library .

Subject to Scholarcy Library Terms of Service, Everway undertakes not to claim any ownership on the Verbatim Content.

Everway warrants that it owns or has valid licences to all intellectual property rights in the Service. Everway shall defend, indemnify and hold harmless the Customer, its officers, directors and employees against any claim that the Customer’s lawful use of the Service infringes UK intellectual property rights, provided that the Customer:

promptly notifies Everway in writing of the claim;
does not admit liability or make any settlement; and
grants Everway sole control over the defence and settlement of the claim.

This indemnity shall not apply where the claim arises from Customer’s misuse of the Service, use with unauthorised third-party software, or modification not made by Everway.

12. Your ownership and undertakings

As between you and us, in respect of the Verbatim Content you remain the owner (or licensee under the terms of the licence attached to such Verbatim Content) and we remain the owner of the Everway Results.

You undertake to refrain from any act or behaviour that may directly or indirectly affect the intellectual property rights owned by Everway, such as but not limited to, the intellectual property rights owned on the Service, the related trademark and logo used by Everway.

You grant Everway against any claim, demand, suit or proceedings made or brought against Everway by a third party alleging that the Content, the use of the Service in violation of the Agreement, infringes, misappropriates the intellectual property rights of a third party or violates applicable law and regulation. You undertake to indemnify Everway for any damages awarded against, and for reasonable legal fees (including attorney’s fees) incurred by Everway in connection with any such claim, demand, suit or proceedings, provided that Everway (i) promptly informs you in writing of the claim, demand, suit or proceeding, (ii) gives you the sole control of the defence and settlement of the claim, demand, suit or proceedings (such settlement may be entered to the extend that said settlement releases unconditionally Everway of its liability) and (iii) provides you with all reasonable assistance. All fees incurred will be borne exclusively by you.

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13. Your data and privacy

Each Party shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Where Everway processes personal data on behalf of Customer, Customer acts as controller and Everway acts as processor. The Parties shall enter into a data processing agreement if required by law.

When registering to and while using the Service, Everway collects, on a voluntary basis, from you a limited number of data, including personal data, which is solely for the performance of the Service and used in connection with the Service.

We do not, under any circumstances, sell either your personal data or Processed Documents. Only authorized employees of the Service have access to view your personal data, Processed Documents and Structured Content.

All collected data is treated according to our Privacy Policy which is part of this Agreement.

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14. Force majeure

Neither Party shall be liable for delay or failure to perform due to events beyond reasonable control, including fire, flood, riots, pandemics, governmental intervention, or other Force Majeure Events. If such event continues for forty (40) consecutive days, the unaffected Party may terminate on seven (7) days’ written notice.

15. Miscellaneous

Customer may not assign or transfer this Agreement, in whole or in part, without Everway’s prior written consent. Everway may assign or subcontract its rights or obligations at any time. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, contracts, and undertakings between the Parties with respect to such matter.

13. Choice of law and jurisdiction

English law shall apply to this Agreement and any dispute related to or arising from this Agreement without regard to its conflict of law principles.

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