Faculty Guild Terms of Service
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 available at www.facultyguild.org (“Website”). By accessing and using the Website you hereby agree to these terms (the “Agreement”). If you do not wish to agree to this Agreement your sole recourse is to cease all use of the Website. If you choose to continue to use or access the Website after having the opportunity to read this Agreement, you recognize that we have provided valuable consideration by offering the Website free of charge to you.
We may revise and update this Agreement from time to time in our sole discretion by providing notice of it having been updated by the link to this Agreement. If you do not agree to any changes your sole recourse is to stop using the Website.
Faculty Guild Website
The Website is intended for your personal, noncommercial use, and you agree to not copy, distribute or modify any works in the Website for any third party or to use any such works for any commercial purpose. We may, in our sole discretion and without prior notice, modify the Website, remove or alter functionality, or cease provision of the Website at any time. We may at any time cease providing the Website to you upon notice, including at the time you next elect to access this Website.
We own or license all rights and title to the Website. You acknowledge that all of the 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 Website
You are responsible for using the Website in accordance with this Agreement. You represent that you have the right to submit to the Website all data, information and other works of authorship that you so submit or contribute during your use of the 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 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) decompile, disassemble, or reverse engineer the Website, except to the extent expressly authorized under applicable law; (ii) impersonate another user of the Website or provide false information to gain access to the Website; (iii) view or attempt to access an account of another user; or (iv) use automated systems (e.g., robots, spiders, etc.) to access the Website.
You may not use the 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 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 Website, or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the 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 Website. You provide us Feedback with the understanding that we may use Feedback in connection with our business, including the enhancement of 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 Website, including to demonstrate the effectiveness of the Website, to improve the Website 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 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 Website or remove any Material from the Website for any of the following reasons: (i) to prevent damages to, or degradation of, the 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 Website.
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 Website, or that operation of the 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 Website is controlled and operated by Faculty Guild, Inc. from its offices in Virginia, United States of America. We make no representation that materials on the Website are appropriate for or available for use outside of the United States. If you choose to access the Website and use it 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 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