Terms of Use

Welcome to Valency. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, and applications, including the Valency Bond™ platform and the Valency Hub scholarly publishing platform (collectively, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@valency.io

Phone: 510-646-5670

Address: 2168 Shattuck Ave., Suite 300, Berkeley, California 94704-1373

These Terms of Use (the “Terms”) are a binding contract between you and VALENCY SYSTEMS INC. (“Valency,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, Copyright Dispute Policy in the “What if I see something on the Services that infringes my copyright?” section of these Terms and any other relevant policies. Your use of or participation in certain Services may also be subject to additional policies, rules, and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class-action waiver, and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS-ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

You may print or download the Terms of Use PDF.

If you use the Services under a separate written agreement with Valency, our Data Processing Addendum may also apply.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our website located at valency.io, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Valency takes the privacy of its users very seriously. Read the current Valency Privacy Policy.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us with personal information, please contact us at support@valency.io.

What are the basics of using Valency?

You may be required to sign up for an account, select a password and username (“Valency User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Valency User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third-Party Account”), such as those offered by Google, GitHub, and Microsoft. By using the Services through a Third-Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third-Party Account. Certain Valency Hub features, including publishing, reviewing, and endorsing scholarly works, require identity verification through ORCID or institutional email (or such other verification methods as Valency may support from time to time). You are responsible for maintaining the accuracy of your verified identity information. If you access the Services through AI assistants or automated agents, you are responsible for ensuring such access complies with these Terms.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. The Services are intended primarily for researchers, scientists, and knowledge workers. Valency Bond provides tools for discovering, searching, and analyzing scientific literature, while Valency Hub provides tools for submitting, managing, and publishing scholarly works. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

Free-Tier Permitted Use. If you are using a free version of the Services (including free access to the Valency Bond API or free access to Valency Hub), your use is limited to personal research, internal evaluation, and non-commercial experimentation. For Valency Hub, free-tier use is limited to individual academic publishing; enterprise or institutional use requires a separate paid license. Commercial productization, redistribution, or any use that exposes Valency functionality, Content, or outputs to third parties (whether directly or through an application, integration, or service you develop) requires a separate paid commercial license from Valency. Contact us at support@valency.io for commercial licensing inquiries.

You will not share your Valency User ID, account, or password with anyone, and you must protect the security of your Valency User ID, account, password, and any other access tools or credentials. You’re responsible for any activity associated with your Valency User ID and account.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Valency sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including Valency);

2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or any other purpose not reasonably intended by Valency;

3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. jeopardizes the security of your Valency User ID, account, or anyone else’s (such as allowing someone else to log in to the Services as you);

5. attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. violates the security of any computer network, or cracks any passwords or security encryption codes;

7. operates a mailing list, listserv, auto-responder, or any form of unsolicited bulk email (“spam”) on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means), except for limited programmatic access through the Valency Bond™ API, authorized Valency Hub interfaces, or other authorized interfaces solely for your own personal research workflows and internal use consistent with these Terms;

9. copies or stores any significant portion of the Content;

10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;

11. creates, offers, or operates any derivative API, wrapper, proxy, middleware, or service that exposes, resells, or redistributes access to the Services, the Valency Bond™ API, or any Content, whether for free or for a fee;

12. uses the Services, Content, or outputs to train, fine-tune, or improve any machine-learning or artificial-intelligence model that competes with, or is intended to reduce reliance on, the Services;

13. submits to Valency Hub any scholarly work that you do not have the right to submit, that contains fabricated data, plagiarized content, or fraudulent claims, or that violates any applicable law or regulation;

14. misrepresents authorship, institutional affiliation, or the nature or extent of AI or machine-learning contributions in any submission to Valency Hub, including by providing false or misleading AI-use declarations or CRediT role attributions;

15. attempts to circumvent, manipulate, or interfere with Valency Hub’s publication, versioning, retraction, or review systems, including by attempting to delete, alter, or suppress published versions or their associated identifiers; or

16. submits reviews, endorsements, or other assessments on Valency Hub that are fraudulent, misleading, retaliatory, or that do not reflect a good-faith evaluation of the applicable scholarly work.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You acknowledge that Content accessible through the Services may include third-party materials from publicly available sources such as arXiv, PubMed, bioRxiv, medRxiv, and similar repositories (“Third-Party Content”). Valency does not claim ownership of any Third-Party Content. You also acknowledge that Content accessible through Valency Hub may include scholarly works published by other users under open licenses selected by those users. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Valency's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to access, retrieve, search, and display locally) Content solely for the purposes of using the Services. The Services provide a read-only retrieval layer over publicly available third-party sources and, through Valency Hub, a publishing platform for scholarly works. Valency does not grant you any ownership rights in Third-Party Content. Works published through Valency Hub are made available under the open license selected by the publishing author (CC BY 4.0 or CC BY-SA 4.0), and your use of such works is governed by the applicable Creative Commons license terms. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Services or as expressly permitted by an applicable Creative Commons license is expressly prohibited without prior written permission from us or the applicable third-party rights holder. You understand that Valency owns the Services, including the proprietary search, analysis, retrieval, and publishing technologies underlying them. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

What about anything I contribute to the Services – do I have to grant any licenses to Valency or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” User Submissions include, without limitation, scholarly works, manuscripts, metadata, abstracts, reviews, endorsements, and other content submitted through Valency Hub, as well as any queries, feedback, or other content provided through Valency Bond. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations.

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Valency a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer, or converting your submission into a structured representation for display on Valency Hub) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Valency account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), such as an unpublished draft on Valency Hub, you grant Valency the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Valency the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view (a “Public User Submission”), including by publishing a scholarly work, review, or endorsement on Valency Hub, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services, then you grant Valency the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Valency users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Valency’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For scholarly works published on Valency Hub, the foregoing licenses are in addition to, and do not limit, any rights granted under the Creative Commons license you select at the time of publication.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Valency account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Valency’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. For the avoidance of doubt, scholarly works published through Valency Hub are Public User Submissions and will remain part of the public record in accordance with Valency Hub’s append-only publication model, even after account deletion.

Finally, you understand and agree that Valency, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. You further acknowledge and agree that Valency may use User Submissions (including scholarly works published through Valency Hub) to develop, improve, and train Valency’s own machine-learning models, search algorithms, and related technologies, and to create aggregated, de-identified, or anonymized datasets derived therefrom, provided that any such use shall comply with the applicable Creative Commons license under which a published work was made available and with Valency’s Privacy Policy.

Valency Hub Publication Terms

When you publish a scholarly work through Valency Hub, you must select an open license (currently CC BY 4.0 or CC BY-SA 4.0) under which the published version will be made available to the public. If you are submitting a work on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to the license terms selected and to make the representations and warranties set forth in these Terms with respect to the submitted work. You acknowledge and agree that: (a) once a version is published, the license grant to the public under the selected Creative Commons license cannot be revoked; (b) published versions are assigned sequential version numbers and permanent Valency identifiers that are never reassigned or reused; (c) published works become part of an append-only public record and cannot be deleted by you; (d) you may request retraction of a published work, but retraction is at Valency’s discretion and does not remove the work from the record — a retraction notice will be displayed while the historical record is preserved; and (e) you are solely responsible for ensuring that you have all necessary rights, permissions, and authorizations to publish the work and to grant the selected Creative Commons license.

You further represent and warrant that all AI-use declarations, author attributions, CRediT role designations, and other metadata you provide in connection with a Valency Hub submission are accurate and complete to the best of your knowledge. When submitting a work to Valency Hub, you must declare any AI tools or platforms that contributed to the work and the roles they performed, or affirm that no AI tools contributed; Valency Hub will not finalize a submission without one or the other. Valency does not independently verify AI-use declarations or authorship attestations, and you bear sole responsibility for the accuracy of such information.

What if I see something on the Services that infringes my copyright?

In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members, or users and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Valency’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Valency is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, email address;

5. A statement that the notifier has a good faith belief that the material identified in (c) is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

1. remove or disable access to the infringing material;

2. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and

3. terminate such content provider’s access to the Services if he or she is a repeat offender.

Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

1. A physical or electronic signature of the content provider;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

4. Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Valency is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Valency may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Valency may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Valency’s discretion.

Please contact Valency’s Designated Agent at the following address:

Valency Systems Inc.
Attn: DMCA Designated Agent
2168 Shattuck Ave., Suite 300
Berkeley, CA 94704-1373

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. The Services retrieve and display Content from third-party sources, and we cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Valency. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Valency is not responsible for such risks.

Valency has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Valency will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Valency shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Valency is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Valency, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Valency ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice. Without limiting the foregoing, with respect to Content published on or submitted to Valency Hub, we may remove, restrict access to, or disable availability of Content that we determine, in our sole discretion: (a) is subject to a valid legal compulsion, including a court order, regulatory directive, or intellectual property claim; (b) contains or facilitates illegal, fraudulent, or harmful material, including malware, phishing, or content that promotes terrorism; (c) poses a security threat, including embedded malicious code, prompt-injection attacks, or coordinated bot or agent abuse; (d) violates these Terms, any applicable Additional Terms, or community standards; or (e) is duplicate, corrupted, or malformed. Any retraction or removal of a published work from Valency Hub will be handled in accordance with Valency Hub’s append-only publication model, as described in these Terms.

Do the Services cost anything?

The Services may be free, or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

We reserve the right to impose rate limits, usage quotas, or volume caps on the Services (including the Valency Bond™ API) at any time, which may vary by service tier. Free-tier users may be subject to more restrictive limits than paid subscribers. Continued use of the Services after any such limits are imposed constitutes your acceptance of such limits.

1. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.

2. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

6. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@valency.io.

7. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

8. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service through your account settings or terminate your VALENCY account before the end of the recurring term. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, VALENCY will not refund any fees that you have already paid.

9. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

What if I want to stop using the Services?

You’re free to stop using the services any time by contacting us at support@valency.io; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Valency is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Valency has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Notwithstanding the foregoing, any scholarly works you have published through Valency Hub prior to termination will remain part of the public record in accordance with Valency Hub’s append-only publication model. Published works, including their Valency identifiers and permalinks, are intended to be permanent and will not be deleted or removed solely as a result of account termination.

If you have deleted your account by mistake, contact us immediately at support@valency.io and we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation to the arbitration agreement.

What else do I need to know?

Warranty Disclaimer. Valency and its licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Valency and all such parties together, the “Valency Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Valency Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages, or liabilities arising out of use of, or in any way related to your participation in, the Services. The Services provide retrieval and search capabilities over third-party content sources, and the Valency Parties make no representations or warranties regarding the accuracy, completeness, or currency of any Third-Party Content accessed through the Services. With respect to Valency Hub, the Valency Parties make no representations or warranties regarding the accuracy or completeness of any automated document processing, machine checks, parsing, or metadata extraction performed by the Services. Machine checks performed by Valency Hub (including citation resolution, prior-art scanning, and document-structure validation) are automated processes and do not constitute substantive scholarly peer review, editorial judgment, or verification of scientific claims. The Valency Parties do not guarantee the availability or timing of DOI minting, version-diff computation, co-author confirmation features, or any other features identified as planned, pending, or in development. The Valency Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY VALENCY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE VALENCY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO VALENCY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Valency Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Valency's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Valency and limits the manner in which you can seek relief from Valency. Both you and Valency acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Valency's officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Kent County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Valency will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Valency will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Valency may assert claims, if they qualify, in small claims court in Kent County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND VALENCY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Valency are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Valency over whether to vacate or enforce an arbitration award, YOU AND VALENCY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Valency is entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 2168 Shattuck Ave., Suite 300, Berkeley, California 94704-1373 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Valency to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Valency agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Kent County, Delaware, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Valency.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Valency may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Valency agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Valency, and that these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Valency, and you do not have any authority of any kind to bind Valency in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Valency agree there are no third-party beneficiaries intended under these Terms.