This agreement (the "Agreement") is entered into by and between you ("you") and Sparrow Research & Writing Service ("Sparrow") regarding your use of our academic research and writing service. By requesting our services, you are entering into this Agreement with Sparrow and indicating that you agree to be bound by these terms and conditions. Our agreement to provide academic research and writing services to you is expressly contingent upon your agreement to each and every term contained herein. If you do not agree with all of these terms and conditions, you may not use our services.
This Agreement takes priority over any other agreement that you make with Sparrow, unless that agreement specifically and in a writing signed by an authorized Sparrow representative provides otherwise. In the event of an inconsistency between this Agreement and any other agreement, this Agreement shall control. There shall be no oral modifications of this agreement whatsoever. Any statement made by a Sparrow representative that is not in the form of a signed writing does not bind Sparrow or anyone associated directly or indirectly with the company.
You agree that you will use our services in compliance with all applicable local, state, national, and international laws, rules and regulations. Furthermore, you agree that you will not submit assignments that are unlawful, defamatory, harassing, abusive, fraudulent, obscene, or are otherwise objectionable. You further agree not to submit assignments that relate to illegal activity or that infringe upon another party's intellectual property rights. Our work product is provided to you as a private reference material only. You may not sell, use, reproduce, modify, edit, translate, publish, perform, display, post, transmit or distribute our work product for any reason whatsoever without the written permission of Sparrow. Further, Sparrow reserves the right to refuse service to anyone at any time without notice for any reason. Sparrow will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
Information provided via Sparrow is not intended to substitute for informed professional accounting, financial, investment, legal, medical, psychiatric, psychological, tax, or other professional advice. If you submit a request for research and/or writing on such a topic, we will assume you are interested in general information rather than professional advice. Please note, the applicability of such general information might vary substantially in different states and according to the individual factual circumstances surrounding a particular topic. Accordingly, if you desire or require professional advice, please consult a qualified provider who is licensed in your state or country.
The questions you submit and the responses you receive do not form the basis for a professional-client relationship, including but not limited to attorney-client, physician-patient, or therapist-patient, and are not subject to standards or requirements of confidentiality and/or privilege associated therewith. However, Sparrow will do everything possible to respect your privacy and maintain complete confidentiality, excepting when that need is superseded by legal requirements.
Sparrow charges on a flat-rate or hourly basis, or both depending on the assignment. In the event that a flat rate becomes unrepresentative of the amount of work required by Sparrow, Sparrow reserves the right to increase the price. If you do not agree to the new price, you may cancel your order at that time. Payment must be rendered before your research results will be submitted to you. You shall also pay any taxes imposed by governmental agencies of whatever kind and imposed with respect to all transactions under the Agreement, including penalties and interest (if any). When Sparrow has the legal obligation to pay or collect such taxes, the appropriate amount shall be billed to and paid by you.
Delinquent payments shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Sparrow in collecting unpaid or delinquent amounts. All payments due are in U.S. dollars unless otherwise agreed by Sparrow in writing.
Except at stated herein, there are no refunds.
The information provided by Sparrow pursuant to this Service is derived from public reference sources (the "Information") and is provided Sparrow or independent contractors ("Researchers") to assist in your research. The Information has not been verified, however, and neither Sparrow nor Researchers represent that it is accurate, correct, complete, reliable, or otherwise valid. Sparrow does not endorse or recommend, and expressly disclaims liability for any product, manufacturer, distributor, service or service provider mentioned in any document produced by us. Further Sparrow does not endorse or support any opinion expressed in our work product. THE INFORMATION AND SERVICE IS PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. THE SCOPE OF WORK OF THE ASSIGNMENT IS PROVIDED BY AND IS THE RESPONSIBILITY OF THE PERSON SUBMITTING SUCH ASSIGNMENT. SPARROW AND RESEARCHERS EXPRESSLY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.
UNDER NO CIRCUMSTANCES WILL SPARROW OR RESEARCHERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICE WHETHER OR NOT SPARROW OR RESEARCHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SPARROW OR RESEARCHERS BE LIABLE TO YOU FOR ANY AMOUNT FOR SERVICES RENDERED OR INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT, RATHER YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE REFUND OF FEES ACTUALLY PAID BY YOU TO SPARROW FOR ANY INSTANCE OF USE OF THE SERVICES THAT GIVES RISE TO A CLAIM. TO THE EXTENT THAT ANY OF OUR WORK PRODUCT REFERS TO ANY PRODUCT, MANUFACTURER, DISTRIBUTOR, COMPANY, SERVICE OR SERVICE PROVIDER, SPARROW EXPRESSLY DISCLAIMS ANY ASSOCIATION WITH, ENDORSEMENT OF OR LIABILITY FOR ANY SUCH PRODUCT, MANUFACTURER, DISTRIBUTOR, COMPANY, SERVICE OR SERVICE PROVIDER. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
You agree to hold harmless and indemnify Sparrow, and its Researchers, employees, agents and representatives, from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Sparrow or the affected Researcher(s) will provide you with written notice of such claim, suit or action.
To the maximum extent permitted by applicable law, you hereby release, and waive all claims against Sparrow and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service.
You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Sparrow's prior written consent. Any such purported assignment or delegation by you without Sparrow's prior written consent will be null and void and of no force or effect, unless otherwise expressly consented to by Sparrow at its sole and absolute discretion.
You hereby agree that any and all claims arising under this contract shall be governed by the laws of the State of New York and any and all claims will be litigated only in the State of New York.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Sparrow's failure to act with respect to a breach by you or others does not waive Sparrow's right to act with respect to subsequent or similar breaches. The failure of Sparrow to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. This Agreement constitutes the entire agreement between Sparrow and you with respect to the subject matter hereof.