Last Modified: February 2, 2023
1. Products and Services.
1.1 Eligibility. The Products are offered and available to users who are sixteen (16) years of age or older and reside in the United States or any of its territories or possessions. By using the Products, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Products.
1.2 Limited License. The Company owns and retains ownership of all rights of whatever nature in and to our Products, services, and data (whether tangible or intangible). You may use the Products, subject to these Terms and any agreement entered into by your institution relating to the Products, solely for the intended use of the Products, and not for competitive intelligence, analysis, or demonstrations. You may not copy, modify, distribute, sell, or lease any part of our Products, nor may you reverse engineer or attempt to extract the source code of any Product, unless laws prohibit those restrictions or you have our written permission.
1.3 Prohibited Uses. You may use the Products only for lawful purposes and in accordance with these Terms. You agree not to use the Products: (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms (iv) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (v) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Products, or which, as determined by us, may harm the Company or users of the Products, or expose them to liability; (vi) use the Products in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Products, including their ability to engage in real time activities through the Products, (vii) use any robot, spider, or other automatic device, process, or means to access the Products for any purpose, including monitoring or copying any of the material on the Products; (viii) use any manual process to monitor or copy any of the material on the Products, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (ix) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (x) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Products, the server on which the Products is stored, or any server, computer, or database connected to the Products; (xi) attack the Products via a denial-of-service attack or a distributed denial-of-service attack; or (xii) otherwise attempt to interfere with the proper working of the Products.
Failure to comply with these rules of acceptable use constitutes a serious breach of these Terms, and may result in our taking all or any of the following actions (with or without notice): (i) immediate, temporary, or permanent withdrawal of your right to use our Products; (ii) immediate, temporary, or permanent removal of any Content; (iii) issuing of a warning to you; (iv) legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and (v) disclosure of such information to law enforcement authorities as we reasonably feel is necessary. The responses described in this Section are not limited, and we may take any other action we reasonably deem appropriate.
1.4 User Contributions. The Products may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Products. All User Contributions must comply with the Content Standards set out in these Terms.
Any User Contribution you post to the Products will be considered non-confidential and non‑proprietary. By providing any User Contribution on the Products, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
Further, in connection with Use Contributions you submit, post, or display on or through the Products, you affirm, represent, and warrant the following: (a) you have the written consent of each and every natural person who is identifiable in the User Contribution, if any, to use such person’s name or likeness in the manner contemplated by any Product and these Terms, and each such person has released you from any liability that may arise in relation to such use; (b) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Contribution relating to third parties; and (c) your User Contribution and the Company’s use thereof as contemplated by these Terms and any Product will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
1.6 Monitoring and Enforcement. We have the right to (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion and (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted to the Products and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
1.7 Changes to Products. We may, without prior notice, change any Product; stop providing any Product or features of any Product, to you or to Users generally; or create usage limits for any Product. We will not be liable if for any reason all or any part of the Products is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Products, or
the all Products, to users, including registered users.
1.8 Termination. We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Products is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Products, except that the following Sections shall continue to apply: 7,8, 9, and 10. We may permanently or temporarily terminate or suspend your access to any Product without notice or liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason.
2. User Responsibilities. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Products will be free of viruses or other destructive code. You are responsible for and/or will take all necessary steps to ensure or regarding (i) proper use of our products and services in accordance with all usage instructions and operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes you make to our product, services or data; (iv) your combination of our products, services, data or other property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates.
2.2 Registration and Passwords. You may never use another User’s account without permission from the Company. In consideration of your use of the Products, you agree (a) that your Information will be true, accurate, current, and complete, and (b) to maintain and promptly update your Information to keep it true, accurate, current, and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other Company products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of
upper and lower caseupper- and lower-case[SC1] letters, numbers and symbols, and have at least eight (8) characters) with your account. You agree to (a) notify the Company of any unauthorized use of your password or User identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session. Sharing passwords is strictly prohibited. Each User shall maintain industry standard computing environments to ensure that both your and our property is secure and inaccessible to unauthorized persons. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
3. Reliance on Information Posted. The information presented on or through the Products is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User of the Products, or by anyone who may be informed of any of its contents.
5. Intellectual Property. The Products are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Company name or any of the trademarks, logos, domain names, and other distinctive brand features. These Terms permit you to use the Products for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from our Products.
7. Disclaimer of Warranties. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PRODUCT, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PRODUCTS OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
9. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Products, including, but not limited to, your User Contributions, any use of the Product’s content or services other than as expressly authorized in these Terms, or your use of any information obtained from the Products.
10. General Terms.
10.1 Governing Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of Florida without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Products will be brought solely in the federal or state courts located in Miami-Dade County, Florida, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
10.2 Arbitration. At Company’s sole discretion, it may require you to submit any disputes arising from these Terms or use of the Products, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Florida law.
10.4 Waiver. No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under (1) the terms and conditions of any written agreement you or your institution have entered into with the Company regarding the use of Products, or (2) applicable laws or regulations to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you or your institution have entered into with the Company, the terms and conditions of the written agreement shall control.
11. Revision of Terms. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Products thereafter. If the revision, in our sole discretion, is material we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms.