From 80dccc44e0953a3af7c4e174dfc7549c561d2c9b Mon Sep 17 00:00:00 2001 From: Nicole Pfeiffer Date: Tue, 28 Jul 2020 14:50:18 -0400 Subject: [PATCH 1/2] Update TERMS_OF_USE.md Changed Designated agent contact name, exclusion from UCITA, updated liability disclaimer, updated warranty disclaimer, indemnification can be mutual and is applicable to third-party claims. --- TERMS_OF_USE.md | 18 +++++++++--------- 1 file changed, 9 insertions(+), 9 deletions(-) diff --git a/TERMS_OF_USE.md b/TERMS_OF_USE.md index b63bb2094..48a65786e 100644 --- a/TERMS_OF_USE.md +++ b/TERMS_OF_USE.md @@ -80,7 +80,7 @@ d. The license you grant to the COS and the public to any content, data, texts, e. If you are a registered user, you will update and maintain the accuracy of your contact information. ### 8. AUDIT TRAILS -To ensure the transparency of the COS and as a feature of the OSF, we may, but are not required to, keep an audit trail log when and by whom Project data or information has been deposited or changed and any changes to a Project's privacy settings. While the COS requires all data deposited be accurate, the COS takes no responsibility for the accuracy of the data on the Websites or the Services. You agree to hold the COS and its representatives and agents, and its and their directors, officers and employees harmless regarding any disputes regarding data deposits and privacy settings and any claims, regardless of theory of law, arising from such disputes. +To ensure the transparency of the COS and as a feature of the OSF, we may, but are not required to, keep an audit trail log when and by whom Project data or information has been deposited or changed and any changes to a Project's privacy settings. While the COS requires all data deposited be accurate, the COS takes no responsibility for the accuracy of the data on the Websites or the Services. Each party agrees to hold the the other party and its representatives and agents, and its and their directors, officers and employees harmless regarding any disputes regarding data deposits and privacy settings and any claims, regardless of theory of law, arising from such disputes. ### 9. PERMITTED AND PROHIBITED USES The COS operates open services developed by and for the research community. We encourage you to consider community norms and expectations in your use of the Websites and Services. @@ -101,21 +101,21 @@ The COS uses commercially reasonable, industry-standard measures to protect the The Websites and Services may contain links or allow you to make use of Add-ons that connect to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. The COS's Terms of Use and Privacy Policy do not apply to those sites. We do not control such sites and, therefore, we are not responsible for any content posted on these sites or their privacy policies. The fact that the COS offers such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products or services referenced therein, and the COS reserves the right to note its lack of affiliation, sponsorship, or endorsement of these sites. If you decide to access any of the third-party sites linked to the COS's Websites or Services, you do this entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, the COS cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third-party sites or any results that may be obtained from using them. You hereby irrevocably waive any claim against us with respect to such sites. ### 13. INDEMNIFICATION -You agree to defend, indemnify, and hold harmless the COS, its employees, directors, officers, affiliated companies, agents, vendors, or suppliers from and against any and all claims, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to your use or misuse of the Websites and Services, including, without limitation, your use of any Public API or third-party products accessing the Websites or Services via a Public API, your violation of these Terms of Use, or your infringement or that of any other user of your account, of any intellectual property right or other right of any person or entity. +To the extent authorized by law, each party agrees to defend, indemnify, and hold harmless the other party, its employees, directors, officers, affiliated companies, agents, vendors, or suppliers from and against any and all claims, damages, costs, and expenses, including reasonable attorneys' fees, that are incurred in connection with any third-party claim arising from or related to your use or misuse of the Websites and Services, including, without limitation, your use of any Public API or third-party products accessing the Websites or Services via a Public API, your violation of these Terms of Use, or your infringement or that of any other user of your account, of any intellectual property right or other right of any person or entity. ### 14. TERMINATION These Terms of Use are effective until terminated by either party. If you no longer agree to be bound by these Terms, you must cease use of the Websites and Services. If you're dissatisfied with the Websites, their content, our Services or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using the Websites and Services. The COS reserves the right to terminate or suspend your access to and use of the Websites and Services, or parts of the Websites and Services, without notice, if we believe, in our sole discretion, that such use is (i) in violation of any applicable law; (ii) is harmful to our interests or the interests, including intellectual property or other rights, of another person or entity; or (iii) where the COS has reason to believe that you are in violation of these Terms of Use. Termination for any reason shall not terminate any of your warranties or any of your indemnification and other obligations under these Terms of Use, or any licenses that you have license, use or other rights that you may have granted in connection with any of your contributions. ### 15. WARRANTY DISCLAIMER -THE WEBSITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE COS MAKES NO REPRESENTATIONS OR WARRANTY THAT THE WEBSITES OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE WEBSITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE COS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES OR SERVICES. THE COS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITES OR SERVICES OR THE INFORMATION, CONTENT, DATA, MATERIALS, OR PRODUCTS DISPLAYED ON THE WEBSITES OR THE SERVICES. +NOTWITHSTANDING ANY OTHER PROVISION HERIN TO THE CONTRARY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW: (1) THE WEBSITES AND SERVICES ARE PROVIDED ON AN "**AS IS**" AND "**AS AVAILABLE**" BASIS, AND (2) THE COS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE COS MAKES NO REPRESENTATIONS OR WARRANTY THAT THE WEBSITES OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE WEBSITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE COS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES OR SERVICES. THE COS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITES OR SERVICES OR THE INFORMATION, CONTENT, DATA, MATERIALS, OR PRODUCTS DISPLAYED ON THE WEBSITES OR THE SERVICES. -IN NO EVENT SHALL THE COS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE WEBSITES OR SERVICES, EVEN IF THE COS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. +NOTWITHSTANDING ANY OTHER PROVISION HERIN TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW: IN NO EVENT SHALL THE COS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE WEBSITES OR SERVICES, EVEN IF THE COS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT ANY DATA, CONTENT, OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES, SERVICES, OR APPLICATION PROGRAMMING INTERFACES OR ANY THIRD-PARTY PRODUCT ACCESSING THE WEBSITES AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF DATA, CONTENT, OR SERVICES. THE COS SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS OR RESEARCH CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE WEBSITES. YOUR USE AND PARTICIPATION IN THE WEBSITES AND SERVICES IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COS OR THROUGH THE COS, ITS EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITES AND SERVICES, THAT YOUR USE OF THE WEBSITES AND SERVICES IS AT YOUR SOLE RISK. ### 16. LIABILITY LIMITATION -UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL THE COS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITES OR SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITES OR SERVICES OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITES OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. +NOTWITHSTANDING ANY OTHER PROVISION HERIN TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL THE COS OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITES OR SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITES OR SERVICES OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITES OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. -THE COS'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE WEBSITE WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00). YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE COS WOULD NOT PROVIDE THE WEBSITES OR SERVICES ABSENT SUCH LIMITATION. +THE COS'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE WEBSITE OR THE SERVICES WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00). YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE COS WOULD NOT PROVIDE THE WEBSITES OR SERVICES ABSENT SUCH LIMITATION. ### 17. USE OF SOFTWARE If you download code or software tools (the "Software") from the Websites or Services, the use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. If a Software License Agreement does not accompany or is not provided with the Software and the Software is sample or beta code or is provided for evaluation purposes, then you must contact the Project Administrator for the applicable Software License Agreement. You may not download or install the Software until you have read and accepted the terms of the applicable Software License Agreement. @@ -129,7 +129,7 @@ Users may not assign or otherwise transfer the rights or obligations hereunder w ### 20. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT In accordance with the Digital Millennium Copyright Act (17 USC § 512), any notifications of claimed copyright infringement must be sent to our Designated Agent: -Lucy Ofiesh +Nikki Bialy Center for Open Science 210 Ridge McIntire Rd. Suite 500, Charlottesville, VA, 22903 @@ -137,7 +137,7 @@ or sent via e-mail to copyright@cos.io ### 21. GENERAL -The COS is based in the United States. The COS makes no claims that the data or content on its Websites or Services is appropriate or may be downloaded outside of the United States. Access to the Websites and Services may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the Commonwealth of Virginia, excluding that state's conflicts of laws provisions. Any action or proceeding arising out of or related to these Terms or your use of the Websites or Services must be brought in the state or federal courts of the Commonwealth of Virginia, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the Websites or Services must be commenced within one (1) year after the claim or cause of action arises. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms, and you expressly waive all rights of application or appeal, if any, to non-U.S. courts in connection with any question of law. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile with proof of receipt of transmission, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe, or describe the scope or extent of such section. The failure of the COS to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit the COS's rights with respect to such breach or any subsequent breaches. These Terms set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter. +The COS is based in the United States. The COS makes no claims that the data or content on its Websites or Services is appropriate or may be downloaded outside of the United States. Access to the Websites and Services may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the Commonwealth of Virginia, excluding that state's conflicts of laws provisions. Any action or proceeding arising out of or related to these Terms or your use of the Websites or Services must be brought in the state or federal courts of the Commonwealth of Virginia, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the Websites or Services must be commenced within one (1) year after the claim or cause of action arises. Without limiting the foregoing provision, the parties agree that the Virginia Uniform Computor Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq ("UCITA"), is expresslyy excluded from these Terms and that any and all terms contained in UCITA will have no force and effect on any portion of these Tersm, the Websites, or the Services. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms, and you expressly waive all rights of application or appeal, if any, to non-U.S. courts in connection with any question of law. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile with proof of receipt of transmission, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe, or describe the scope or extent of such section. The failure of the COS to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit the COS's rights with respect to such breach or any subsequent breaches. These Terms set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter. If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”). Personal information (“Personal Data”) you provide is only collected with your consent, and is subject to the terms of the COS Privacy Policy, which may be found [here](https://github.com/CenterForOpenScience/cos.io/blob/master/PRIVACY_POLICY.md). @@ -149,5 +149,5 @@ All rights not explicitly granted herein are reserved. ### 23. QUESTIONS If you have questions or comments concerning these Terms of Use, you may email us at contact@cos.io. Support is provided in English only. -These Terms of Use were last updated on May 24, 2018. +These Terms of Use were last updated on August 10,2020. From e58956f4d6967e94481f90c9433941906223f16a Mon Sep 17 00:00:00 2001 From: mfraezz Date: Mon, 10 Aug 2020 09:26:56 -0400 Subject: [PATCH 2/2] Fix typos --- TERMS_OF_USE.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/TERMS_OF_USE.md b/TERMS_OF_USE.md index e843436b8..244af6d3e 100644 --- a/TERMS_OF_USE.md +++ b/TERMS_OF_USE.md @@ -138,7 +138,7 @@ or sent via e-mail to copyright@cos.io ### 21. GENERAL -The COS is based in the United States. The COS makes no claims that the data or content on its Websites or Services is appropriate or may be downloaded outside of the United States. Access to the Websites and Services may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the Commonwealth of Virginia, excluding that state's conflicts of laws provisions. Any action or proceeding arising out of or related to these Terms or your use of the Websites or Services must be brought in the state or federal courts of the Commonwealth of Virginia, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the Websites or Services must be commenced within one (1) year after the claim or cause of action arises. Without limiting the foregoing provision, the parties agree that the Virginia Uniform Computor Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq ("UCITA"), is expresslyy excluded from these Terms and that any and all terms contained in UCITA will have no force and effect on any portion of these Tersm, the Websites, or the Services. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms, and you expressly waive all rights of application or appeal, if any, to non-U.S. courts in connection with any question of law. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile with proof of receipt of transmission, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe, or describe the scope or extent of such section. The failure of the COS to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit the COS's rights with respect to such breach or any subsequent breaches. These Terms set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter. +The COS is based in the United States. The COS makes no claims that the data or content on its Websites or Services is appropriate or may be downloaded outside of the United States. Access to the Websites and Services may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the Commonwealth of Virginia, excluding that state's conflicts of laws provisions. Any action or proceeding arising out of or related to these Terms or your use of the Websites or Services must be brought in the state or federal courts of the Commonwealth of Virginia, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the Websites or Services must be commenced within one (1) year after the claim or cause of action arises. Without limiting the foregoing provision, the parties agree that the Virginia Uniform Computor Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq ("UCITA"), is expressly excluded from these Terms and that any and all terms contained in UCITA will have no force and effect on any portion of these Terms, the Websites, or the Services. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms, and you expressly waive all rights of application or appeal, if any, to non-U.S. courts in connection with any question of law. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile with proof of receipt of transmission, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe, or describe the scope or extent of such section. The failure of the COS to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit the COS's rights with respect to such breach or any subsequent breaches. These Terms set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter. If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”). Personal information (“Personal Data”) you provide is only collected with your consent, and is subject to the terms of the COS Privacy Policy, which may be found [here](https://github.com/CenterForOpenScience/cos.io/blob/master/PRIVACY_POLICY.md).