These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications and other online products and services (collectively, our “Services”) provided by Episteme, Inc. (“Episteme”) or “we” or “us”).

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Please read these terms carefully, including the mandatory arbitration provision in section 15, which requires that disputes be resolved by final and binding arbitration on ad individual basis, not a class-wide or consolidated basis. If you do not wish to be subject to arbitration, you may opt out of the arbitration provision by following the instructions provided in section 15.

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By accessing or using our Services, you agree to be bound by these Terms and all terms incorporated by reference. If you do not agree to these Terms in their entirety, do not use our Services.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. For changes that materially reduce your rights or materially increase your obligations, we will provide at least 30 days’ advance notice by email or in-Service notice. Material changes will become effective on the stated date. Changes addressing new features, legal requirements, or security may take effect immediately.

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If you do not agree to the amended Terms, you must stop using our Services.

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If you have any questions about these Terms or our Services, please contact us at hello@episteme.com.

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Privacy

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For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy [insert link].

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Eligibility

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You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not on any U.S. restricted party list, that you’re not a citizen or resident of any such jurisdiction, and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where we have determined, at our discretion, to prohibit use of the Services. We may implement controls to restrict access to the Services from any such jurisdiction You will comply with this paragraph even if our methods to prevent use of the Services are not effective or can be bypassed.

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User Accounts and Account Security

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You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

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User Content

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Our Services may allow you and other users to provide content, including name, curriculum vitae, research statements, lists of publications, list of references, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in your User Content, as between you and us.

You grant us and our subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to process, reproduce, distribute, and otherwise use the User Content for any purpose.

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

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Your Obligations

You may not submit any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of the User Content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. For any individual you indicate is a reference for you, you represent and warrant that you have that person’s consent to submit them as a reference. You also represent and warrant that all User Content is complete and accurate.

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Waiver of Responsibility and Liability

We take no responsibility and assume no liability for any User Content, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct. Enforcement of the User Content or conduct rules set forth in these Terms is solely at our discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances.

Prohibited Conduct and Content

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You will not violate any applicable law, contract, intellectual property right, proprietary right, privacy right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. In addition, you will not:

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• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account without authorization from that user and us;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Services;
• Use the Services to create a competing service (even if you only use that other service internally);
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications that interact with our Services without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Use the Services to train, fine-tune, or create a data set for training or fine-tuning any artificial intelligence or machine learning tool or service;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

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You may also share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

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• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences; Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose us or others to any harm or liability of any type.

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Enforcement of this Section ‎5 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section ‎5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

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Ownership; Limited License

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Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained in them, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited, will terminate this license and violate our intellectual property rights.

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Trademarks

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EPISTEME and our logos, our product or service names, our slogans and the look and feel of our Services are our trademarks and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

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Feedback

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You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in the Feedback. You understand that we may treat Feedback as nonconfidential.

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Third-Party Content

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We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. We do not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

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Indemnification

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To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Episteme Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services, including your use of any Output; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to cooperate with Episteme Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Episteme Parties will have control of the defense or settlement, at our sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us or the other Episteme Parties.

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Disclaimers

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Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided ”as is” and ”as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While we attempt to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Services.

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Limitation of Liability

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To the fullest extent permitted by applicable law, we and the other Episteme Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if we or the other Episteme Parties have been advised of the possibility of such damages.

The total liability of us and the other Episteme Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of the amount paid by you to use our Services or $100.

The limitations set forth in this Section ‎12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of us or the other Episteme Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

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Releases

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Except where prohibited by applicable law, by submitting User Content to us, you are waiving and agreeing not to assert any copyrights or “moral” rights or claim resulting from our alteration of the User Content. You hereby release and discharge us and our agents, employees and assigns, and anyone acting under their authorization, from any claims that use of any User Content as authorized herein violates any of your rights, including without limitation any rights of publicity or privacy and intellectual property rights. You understand that you will not be entitled to any additional compensation for the permission and release granted herein or for the use of any of User Content as authorized herein.

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Transfer and Processing Data

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In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

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Dispute Resolution; Binding Arbitration

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Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

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No Representative Actions. You and Episteme agree that any dispute arising out of or related to these Terms or our Services is personal to you and Episteme and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

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Arbitration of Disputes. Except for small claims disputes in which you or Episteme seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Episteme seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Episteme waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against us or relating in any way to our Services, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at hello@episteme.com or by certified mail addressed to 1550 Bryant Street, San Francisco, CA 94103. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Episteme cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco County, California, or may be conducted telephonically or via video conference for disputes alleging damages less than $10,000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

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You and Episteme agree that these Terms affect interstate commerce and that the enforceability of this Section ‎15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

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The arbitrator, Episteme, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

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You and Episteme agree that for any arbitration you initiate, you will pay the filing fee and we will pay the remaining JAMS fees and costs. For any arbitration initiated by Episteme, we will pay all JAMS fees and costs. You and Episteme agree that the state or federal courts of the State of California and the United States sitting in San Francisco County, California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

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Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Episteme will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section ‎15 by sending an email to hello@episteme.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section ‎16.

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If any portion of this Section ‎15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section ‎15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section ‎15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section ‎15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section ‎15 will be enforceable.

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Governing Law and Venue

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Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

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Modifying and Terminating our Services

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We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

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Severability

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If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

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Miscellaneous

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These Terms constitute the entire agreement between you and us relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections ‎1, ‎3, ‎4, ‎6 (except for the license and rights granted), ‎7, ‎8, ‎9, ‎10, ‎11, ‎12, ‎13, ‎14, ‎15, ‎16, ‎17, ‎18, and this ‎19 survive any expiration or termination of these terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.

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