Terms of Service
for the Platform
Updated and Effective: December 19, 2017
Introduction and Eligibility
Faculty Guild, Inc. (referred to herein sometimes as “we,” “us” and “our”) owns and operates the publicly-accessible Faculty Guild website (“Website”) and the educational and career services platform supported by the Website and otherwise provided by us or our affiliates (including the Website, the “Platform”) that provide education, community features, and career services to faculty members (referred to sometimes in our materials as “fellows”), defined here to be broader than those a university may traditionally label faculty, including graduate students and other individuals who teach at education institutions. In order to register for the Platform you must be invited to become a “fellow” of the Platform. By registering for access credentials for the Platform and Website you are agreeing to the terms and conditions set forth in this agreement (the “Agreement”).
If you do not have the necessary authority, or if you do not agree with these terms and conditions, then you should not register for use of the Platform or the Website. If you choose to continue to use or access the Platform or Website after having registered for the Platform and Website, you recognize that we have provided valuable consideration by offering the Platform, including this Website, to you. You may not register for the Platform if you are under the age of 18.
We may revise and update this Agreement from time to time in our sole discretion. The effectiveness of such changes shall be the later of (i) if you receive access to the Platform through your relationship with an institution, the date at which such institution’s agreement with us renews, or (ii) if you are no longer associated with an institution or were otherwise granted free access to the Platform, then the date we post them, and in each case shall apply only to your access to and use of the Platform after such date of effectiveness. If you do not agree to any changes your sole recourse is to stop using the Platform, including the Website.
Faculty Guild Platform and Website
The Platform and Website are intended for your personal, noncommercial use, and you agree to not copy, distribute or modify any works in the Platform for any third party or to use any such works for any commercial purpose (other than your own professional development), nor disclose to any third party any information identified within the Website or learned through the Platform that is identified as or should reasonably be understood to be confidential or proprietary. We may, in our sole discretion and without prior notice, modify the Platform or Website, remove or alter functionality, or cease provision of the Platform or Website at any time. We may at any time cease providing the Platform or Website to you upon notice, including at the time you next elect to access this Website or participate in the Platform.
We own or license all rights and title to the Platform, including the Website. You acknowledge that all of the Platform and Website, including any trademarks, service marks and logos used therein, are owned by or licensed to us, and are protected by copyright and other intellectual property rights.
Use of the Platform and Website
You are responsible for using the Platform, including the Website, in accordance with this Agreement, and for all activity that occurs under your account. For the Platform, you shall (i) maintain the confidentiality of your user name and password; (ii) notify us if you know or suspect a security breach of our Platform; and (iii) use the Platform in compliance with all applicable laws; and (iv) provide and maintain accurate information in your account.
You represent that you have the right to submit to the Website or otherwise contribute to the Platform all data, information and other works of authorship that you so submit or contribute during your use of the Platform or Website (collectively, the “Materials”). You grant us a non-exclusive, world-wide, royalty-free and perpetual license to use, reproduce, perform, display and distribute the Materials (and to modify the Materials where necessary to suit formatting, media or language needs but without modifying the meaning of any communication expressed in any Materials) for purposes of furnishing the Platform and Website. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Material to us. Except for the license granted in this Section, nothing contained in this Agreement will be construed as granting us any right, title, or interest in your Material.
You will not (and will not allow any third party to): (i) permit any third party to access and use the Platform; (ii) decompile, disassemble, or reverse engineer the Platform or Website, except to the extent expressly authorized under applicable law; (iii) impersonate another user of the Platform or Website or provide false information to gain access to the Platform or Website; (iv) view or attempt to access an account of another user; or (v) use automated systems (e.g., robots, spiders, etc.) to access the Platform or Website.
You may not use the Platform or Website to:
- Upload, post, e-mail or otherwise transmit any Material that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, sexually explicit, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Material transmitted through the Platform or Website;
- Upload, post, e-mail or otherwise transmit any Material that you do not have the right to transmit under any law or under contractual or fiduciary relationships;
- Upload, post, e-mail or otherwise transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, e-mail or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
- Interfere with or disrupt the Platform, Website, or servers or networks connected to the Platform or Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform or Website; and/or
- Violate any applicable local, state, national or international law or regulation.
Feedback and Aggregated Data
You may choose to provide us with suggestions, comments or other feedback (collectively, “Feedback“) with respect to our products and services, including the Platform and Website. You provide us Feedback with the understanding that we may use Feedback in connection with our business, including the enhancement of the Platform, including the Website, without obligation to you or others (including your employer). In addition, you agree that we may use aggregated, de-identified data (that is, data that is not identifiable to any individual and has been de-identified in accordance with applicable legal requirements) we collect or create arising out of your use of the Platform and Website, including to demonstrate the effectiveness of the Platform, to improve the Platform and to develop and improve other products.
You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees, agents, vendors, and licensors harmless from any and all claims, actions, proceedings, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, judgment, or adjudication related to or arising from any or all of the following: (i) your use of the Platform or Website; (ii) your breach of any of your obligations, representations, or warranties in this Agreement, or (iii) any claim that any Material infringes the intellectual property or other proprietary right of any third party.
Suspension of Website and Removal of Material
Without limiting any other rights we may have hereunder, we may, in our sole discretion, suspend your access to the Platform or remove any Material from the Platform, including the Website, for any of the following reasons: (i) to prevent damages to, or degradation of, the Platform and/or Website; (ii) to comply with any law, regulation, court order, or other governmental request; and (iii) to otherwise protect us from potential legal liability. This Section will not be construed as imposing any obligation or duty on us to monitor use of the Platform or Website.
The Platform, including the Website, is provided “AS IS” and “AS AVAILABLE”, with all faults and without any warranty of any kind. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. We do not warrant any results from the Platform, including the Website, or that operation of the Platform or Website will be uninterrupted or error free.
Faculty Guild Limitation of Liability
WE SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED $100 OR THE LOWEST AMOUNT AVAILABLE UNDER APPLICABLE LAW. YOU AGREE TO BRING NO ACTION ARISING FROM OR PERTAINING TO THIS AGREEMENT MORE THAN A YEAR AFTER THE ACTION HAS FIRST ARISEN.
Governing Law, Venue, and Limitation of Actions
The Platform and Website are controlled and operated by Faculty Guild, Inc. from its offices in Virginia, United States of America. We make no representation that materials on the Platform and Website are appropriate for or available for use outside of the United States. If you choose to access the Website and use it and the Platform from other locations you are responsible for compliance with local laws, if and to the extent local laws are applicable.
This Agreement will be construed according to, and the rights of the parties will be governed by, the law of the Commonwealth of Virginia, without reference to its conflict of laws rules. You consent and submit to the personal jurisdiction of those courts for the purposes of any action related to this Agreement, and to extra-territorial service of process.
If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
Digital Millennium Copyright Act
We reserve the right to remove any material on the Platform or Website which allegedly infringes another person's copyright. If you believe that materials hosted by us infringe your copyright, you (or your agent) may send notice requesting that the materials be removed. Notice must be provided in writing and must include the following information:
- electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- description of the copyrighted work that you claim has been infringed;
- a copy or the location of the work you claim is infringing (e.g., URL) or enough detail that we may find it;
- your name, address, telephone number, and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Notices should be sent to: Faculty Guild, Inc., 3033 Wilson Blvd., Suite E185, Arlington, VA 22201