General Terms & Conditions
Archived Terms & Conditions
General Terms & Conditions: Effective August 1, 2025 – June 30, 2026
Updated as of July 1, 2026
1. Use of Company Services
In these terms and conditions, “Customer” and “Company” mean the entities specified in the applicable Service and Subscription Agreement. Scite, LLC provides the Scite Services and Reprints Desk, Inc. provides the Article Galaxy Services (each, as applicable, the “Services”). Scite, LLC and Reprints Desk, Inc. are affiliates of Research Solutions, Inc., and each is solely responsible for the Services it provides. No affiliate is responsible for Services provided by another entity.
Subject to these terms and conditions and the applicable Service and Subscription Agreement (together, this “Agreement”), Company grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Services solely for Customer’s internal business purposes and in accordance with this Agreement. Company shall use commercially reasonable efforts to make the Services available. Customer is granted only a limited right to use the Services and does not receive any ownership rights in the Services or any materials made available through them. Access to and use of Model Context Protocol (“MCP”)-enabled functionality is subject to the Scite MCP Terms or Article Galaxy MCP Terms (as applicable), which are incorporated into this Agreement by reference.
2. Security; Acceptable Use
Customer will use reasonable efforts to prevent unauthorized access to or use of the Services and will promptly notify Company of any known or suspected unauthorized access to Customer’s account(s) or any other material security incident involving the Services. Customer will not, and will not permit any third party to: (a) license, sublicense, sell, resell, rent, distribute, or otherwise make available the Services except as expressly permitted under this Agreement; (b) copy, modify, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, know-how, or algorithms of the Services; (d) access or use the Services to build, support, or assist a third party in building or supporting, products or services competitive with the Services; or (e) interfere with or circumvent any access controls, security measures, or usage limits of the Services.
3. Services
3a. Scite Services. Company provides the Scite Services through its platform (the “Scite Platform”). The Scite Platform allows users to analyze written works of scientific scholarship (each, an “Article”), using the Company’s proprietary classifier to generate aggregated results and related commentary (the “Classifier Results”). Customer acknowledges that Classifier Results are generated through automated processes and are subject to the disclaimers in this Agreement. Articles are subject to third-party copyrights, and Articles and Classifier Results (collectively, the “Scite Content”) are made available subject to applicable third-party license terms. Access to Scite Content, including any outputs or analyses generated through the Scite Platform, does not transfer ownership of or grant any rights in the underlying Articles, Classifier Results, or third-party content except as expressly provided in this Agreement. Customer may use Scite Content solely for internal purposes. Customer will not: (i) use Scite Content in violation of applicable intellectual property law; (ii) copy, reproduce, distribute, perform, display, or create derivative works of Scite Content (including translations); (iii) remove or alter author attribution, copyright notices, or other proprietary notices; or (iv) use Scite Content for any purpose other than evaluating scientific claims or related internal research.
3b. Article Galaxy Services. Through its Article Galaxy Services, Company facilitates the discovery, acquisition, delivery, and, where applicable, storage of scholarly articles and other materials owned by third-party authors, publishers, or other rights holders (“Documents, and together with the Scite Content and any outputs, analyses, or results generated through the Services, “Content”). Documents may be obtained through Company’s relationships with publishers, authorized distributors, or other third-party providers, or sourced by Company at Customer’s direction and on Customer’s behalf. In certain cases, Company may acquire and provide Documents directly to Customer, including as a reseller or distributor, and in other cases acts as a service provider on Customer’s behalf, and does not select Documents, exercise editorial control, or verify usage rights. Company does not claim ownership of the content of any Documents and does not use content except as necessary to acquire, deliver, and, where applicable, store Documents for Customer’s use. Documents are provided for Customer’s internal use. Company does not grant any rights in Documents; any such rights are granted solely by the applicable rights holder, and Company makes no representations regarding their scope or validity. Customer is solely responsible for its use of Documents and compliance with all applicable laws and usage restrictions. Company has no obligation to monitor Customer’s use of Documents and assumes no liability arising from Customer’s use or misuse of Documents.
4. Artificial Intelligence and Data Use
The Services may include features that generate outputs, analyses, or insights (collectively, “Outputs”) using automated or machine learning processes, including third-party tools. Outputs may be inaccurate, incomplete, or reflect underlying third-party content, and Company does not control or verify Outputs. Customer is solely responsible for evaluating Outputs and for any use of or reliance on them, including compliance with applicable law and third-party rights. Customer will not, and will not permit any third party to, use the Services, Content, or any Outputs to train, fine-tune, or improve any machine learning or artificial intelligence models. Company may use data submitted to or generated through the Services, including usage data and Outputs, to provide, maintain, and improve the Services and for other internal business purposes in accordance with this Agreement and its Privacy Policy. Company makes no representations or warranties regarding Outputs, and Customer assumes all risk associated with their use.
5. Term and Termination
The initial term of the Agreement will be for one (1) year from the Effective Date (the “Initial Term”). Upon completion of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless either party provides written notice to the other of its intent not to renew this Agreement at least sixty (60) days prior to the date of expiration of the Initial Term or of the then-current Renewal Term. Either party may terminate this Agreement, effective upon written notice of termination to the other party, upon any of the following: (a) the failure of the other party to remedy, within thirty (30) days after written notice of the breach, such other party’s breach of this Agreement; or (b) the other party’s insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for the benefit of creditors. Without limiting in any way the preceding provisions of this paragraph or any of the Company’s other rights or remedies under this Agreement, Company may suspend Customer’s access to the Services upon any breach of this Agreement by Customer, including any failure to pay amounts when due, and Company may terminate this Agreement upon any such breach by Customer if not remedied within the applicable thirty (30)-day period. Upon any expiration or termination of this Agreement for any reason: (i) all rights granted to Customer under this Agreement will immediately terminate; and (ii) except as expressly provided in this Agreement, Customer shall have no right to any refund of fees or to cancel any payment obligations.
Sections 4-9, 11, and any other provisions that by their nature should survive, will survive any expiration or termination of this Agreement.
6. Indemnification
6a. Indemnification by Company. Company will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services in accordance with this Agreement infringes such third party’s U.S. patent, copyright, or trademark, and will indemnify Customer from any damages finally awarded (or amounts paid in a settlement approved by Company), subject to Customer providing Company prompt written notice of a claim. This subsection does not apply to claims arising from Customer’s breach, misuse, or unauthorized use of the Services; modification of the Services not made by Company; combination of the Services with items not provided by Company, or any claims arising from or relating to Content. Company will control the defense and settlement (provided that, Company shall not enter into any settlement admitting Customer liability or imposing obligations on Customer without Customer’s consent). If the Services become, or in Company’s reasonable opinion are likely to become, infringing, Company may procure continued use rights, modify or replace the Services, or terminate the affected Services and refund prepaid unused fees.
6b. Indemnification by Customer. Customer will defend and indemnify Company, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims and resulting damages finally awarded (or settlement amounts approved by Customer) arising out of or relating to: (i) Customer’s or any authorized user’s breach of this Agreement; (ii) Customer’s use or misuse of Documents or use of Outputs; (iii) Customer’s misuse of the Services or Content beyond the usage rights obtained through Company or in violation of applicable law; (iv) Customer data or materials; or (v) Customer’s or any authorized user’s gross negligence or willful misconduct. Customer will control the defense and settlement of any such claims, provided that Customer will not settle any claim in a manner that admits liability of, or imposes any obligation on, Company without Company’s prior written consent.
7. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER ARISING OUT OOF OR RELATING TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS OPPORTUNITY OR PROFITS, OR LOSS OF OR DAMAGE TO GOODWILL, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Company’s (or its affiliates’, licensors’, or suppliers’) aggregate liability arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, exceed the amounts paid or payable by Customer to Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to such liability. This limitation applies to all claims, including claims for indemnification.
8. Personal Data Privacy
The Company’s Privacy Policies are incorporated herein by reference and are available at www.researchsolutions.com/privacy-policy or https://scite.ai/policy, as applicable . For the avoidance of doubt, Customer consents to the collection, processing, and storage of personal data by the Company as needed for the purpose of providing the Services and to the transfer of personal data to third parties and affiliates with whom the Company works to provide the Services.
9. Payment Terms
Customer will pay in full each invoice rendered by the Company in accordance with this Agreement within thirty (30) days after the date of the invoice. All payments shall be made in U.S. dollars by check, electronic funds transfer, credit card, or other method of payment accepted by the Company. Customer is responsible for providing complete and accurate billing and contact information and for notifying Company of any changes to such information. Except as explicitly provided in this Agreement, all payment obligations are non-cancelable and all amounts paid are non-refundable. Without limiting any of Company's other rights or remedies under this Agreement, if Customer is sixty (60) days past-due on any amount owed to Company, Company shall have the right to suspend its performance under this Agreement and terminate Customer’s access to the Services.
10. Confidentiality
“Confidential Information” means any non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the any business, technical, product, or financial information. Confidential Information of Company includes, without limitation, the Services and any non-public features, functionality, or performance information relating thereto. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party without restriction before receipt from the Disclosing Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
The Receiving Party will use the Disclosing Party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and will protect it from unauthorized use or disclosure using at least reasonable care. The Receiving Party shall not disclose Confidential Information without the Disclosing Party’s prior written consent to any third party other than its employees, affiliates, contractors, professional advisors, and agents who have a need to know for such purposes and who are bound by confidentiality obligations no less protective than those in this section. The Receiving Party remains responsible for any breach of this Section by its representatives. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that (to the extent legally permitted) it gives the Disclosing Party prompt notice and reasonable cooperation to seek protective treatment. These confidentiality obligations will survive for three (3) years after termination of the Agreement; provided that Confidential Information that constitutes a trade secret will be protected for so long as it remains a trade secret under applicable law.
11. Taxes
All fees under the Agreement are exclusive of all sales, use, VAT, excise, and similar taxes or duties (“Taxes”). Customer is responsible for all such Taxes associated with its purchases under this Agreement. If Company is required to collect or remit sales or use Taxes, Company may invoice and Customer will pay such Taxes unless Customer provides Company with a valid exemption certificate or other documentation sufficient to support a claimed exemption.
12. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT WILL BE ACCURATE, COMPLETE, OR UP-TO-DATE. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ITS USE OF AND RELIANCE ON THE SERVICES.
13. General Provisions
13a. Governing Law; Disputes. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada, without regard to its conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures The arbitration will take place in Los Angeles County, California, unless otherwise agreed in writing by the parties. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.
13b. Assignment; Change in Control. This Agreement may not be assigned by Customer without the prior written approval of the Company. Any purported assignment in violation of this section shall be null and void. Company may assign the Agreement without restriction in connection with a merger, acquisition, sale of all or substantially all of its assets, capital stock, or business to which this Agreement pertains or other type of divestiture, or to any affiliate, without the consent of Customer.
13c. Force Majeure. A party will not be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including labor disputes, war, terrorism, civil unrest, natural disasters, epidemics or pandemics (and related governmental actions), or shortages of materials, provided that the affected party uses reasonable efforts to notify the other party and resume performance as soon as practicable.
13d. Other. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, agreements and understandings of every kind and nature between the parties, including any terms contained on a purchase order issued by Customer. This Agreement includes any terms incorporated herein by reference, including the applicable MCP Terms. No terms or conditions set forth in any purchase order or other Customer document will modify or supplement this Agreement. If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect. No failure or delay or failure to exercise any right constitutes a waiver, and any waiver must be in writing and signed by an authorized representative. In any action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs. This Agreement and any amendment hereto may be executed in counterparts, and electronically scanned, digital or facsimile signatures will have the same effect as original manual signatures.