Effective as of: September 8, 2009
Faculte, Inc. owns and provides various websites (the "Websites"), services, and software that facilitate online communication and content sharing (collectively, the "Services"). By accessing and using the Services in whole or in part you accept and agree to be bound by the terms set forth below (the "Terms of Service"). If you represent a company, you agree that you are authorized to accept these Terms of Service on behalf of your company, and by accessing and using the Services in whole in or in part you agree on behalf of you and your company to be bound by these Terms of Service. In these Terms of Service, we may refer to Faculte, Inc. as "Faculte", "us", or "we", and "you" shall refer to you and, where applicable, to your company. Any and all use of the Services is subject to these Terms of Service. If you do not agree to be subject to these Terms of Service, do not use the Services. By continuing to use the Services, you agree to be bound by these Terms of Service.
Use of the Services is restricted to users at least 13 years of age. If you are under the age of 13, you must use an account created by a parent or guardian, and you must have the explicit permission of a parent or guardian to use the Services. If you are under the age of 18, you must have the explicit permission of a parent or guardian to sign up for any paid services on Services.
Faculte reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms of Service at any time, with or without notice to you. Please check these Terms of Service periodically for changes. Your continued use of the Services after the posting of any changes to the Terms of Service will signify your acceptance of those changes.
These Terms of Service cover your use of the Services, and you agree that these Terms of Service apply to your use of the Services. "Users" shall refer to any and all individuals or organizations using the Services.
By using the Services, you also consent and agree to the terms of the Faculte Privacy Policy, at http://www.faculte.com/privacy
You must register to access and use certain parts of the Services. When you enter or try to use a part of the Services that requires registration, you will be prompted to create an account (a "User Account") or log into your existing User Account. You understand that if you are so prompted you will not be able to continue using that portion of the Services without having a User Account. If you are registering on behalf of a company, by registering you agree that you have the requisite authority to register on behalf of such company. You agree that any information you provide when registering for the Services, and at any time thereafter is true, accurate and complete and that, where applicable, you will update all such information as necessary to maintain its truth, accuracy and completeness. Failure to do so shall constitute a breach of these Terms of Service. You further agree that any credit card information or PayPal Account Information you provide through the Services is valid and that you have authority to authorize payments from such credit card or PayPal Account. You further agree that you will use the Services only for the purposes advertised on the Faculte website and/or set forth herein.
You are responsible for maintaining the confidentiality of your password, and will be solely liable for all actions taken via your account, whether or not made with your knowledge or authority.
Faculte grants to you a non-exclusive license to access and use the Services in accordance with these Terms of Service. You agree not to use, copy, modify, reformat, rent, lease, lend, frame, create derivative works, publicly display, download, store, reproduce, transmit, provide links to, republish, upload, post, reprocess, make commercial use of, or distribute the Services, in whole or in part.
Faculte shall use all commercially reasonable efforts to make its Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.
Faculte shall provide you with basic online support for the Services at no additional charge, and/or upgraded support if purchased separately, and shall provide the Services only in accordance with applicable laws and government regulations.
Faculte reserves the right, at any time and at its discretion, to change any fees and any other pricing terms. Any changes shall be posted on the Faculte website and will be effective at least five (5) business days after such posting. Faculte reserves the right but has no obligation to notify you through the contact information you provide of any such changes.
If you wish to dispute any charge invoiced to you by Faculte, you agree to submit the disputed charge to us no later than five (5) business days after the disputed charge is posted to your account. You are responsible for reviewing any charges made to your account. You may submit a disputed charge by contacting us through the Faculte website, or by email, facsimile, telephone, or mail.
Faculte reserves the right to contact you from time to time for feedback about the Services. We may also contact you regarding service and support related issues. We reserve the right to contact you through e-mail, facsimiles, text or voice messages, notices posted on the Faculte websites. Notices will be deemed effective at the time they are sent by Faculte or as of the date they are posted, regardless of whether you actually read any such notices.
You consent that any emails, surveys, other information or feedback regarding the Services or the Websites that you provide to Faculte through the Services or via any other medium, except for Personally Identifiable Information, as defined in the Faculte Privacy Policy, can be used by Faculte in any manner, including but not limited to for reviews and ratings on Faculte or third party websites. This does not apply to work you may submit, create, develop, collaborate on, or otherwise work on in connection with using the services, and you will retain all rights in and to any work to the extent it is original work created by you, subject to Section 6 "Content Ownership and Conduct", below.
You acknowledge that you are responsible for the information and content that you produce, import, store and access to the Services ("Content"), and that you will have full responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright. You further agree that you will not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from the Content.
YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY CONTENT YOU PRODUCE USING SERVICES. If you submit any content to Faculte's public Websites ("Public Content"), you grant Faculte a non-exclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) to use, copy, modify, distribute, display the content and provide access to it to other users. Faculte will not otherwise license your Public Content to any third parties without your explicit permission. Faculte reserves the right, but not the obligation, to remove any Public Content at its discretion.
When using the Services, you may be exposed to Public Content from a variety of sources, and Faculte is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Public Content, which may be inaccurate, infringing, offensive, indecent, or objectionable.
Faculte does not guarantee any confidentiality with respect to any Public Content and will not treat any Public Content as confidential.
You understand that you and other users may be able to post, submit, or otherwise display Content and other information using the Services. You may not use the Services to do any of the following:
You further agree that if you upload, post, transmit or otherwise display any mature material, you will a) do so only and completely in accordance with all applicable laws and with these Terms of Service, and b) mark or otherwise visibly designate all such material as "Mature Material" in a way that is easily evident to Users.
You understand that Faculte may, and reserves the right to, make publicly available on the Websites free of charge to viewers a subset of Public Content to use as previews and for promotional purposes.
If you intend to create paid content or offer paid services which you will distribute and charge for using Faculte's Commerce Services (such paid content and services is collectively referred to as "Producer Services"), you are responsible for ensuring that you are qualified to offer the Producer Services, and that you are capable of fulfilling the responsibilities associated with providing any such Producer Service. By making a Producer Service available to Users for enrollment and registration, you represent and warrant that you are qualified to offer and, where applicable, teach such Producer Service. You agree that once you make a Producer Service available for enrollment or registration to Users through the Services, you will deliver such Producer Service to the best of your abilities. You are responsible for all Producer Service documents, information, and materials relating to the Producer Service and its administration ("Producer Service Materials"). You are also responsible for communicating any information about each Producer Service you deliver, including but not limited to information relating to scheduling and other administrative details, directly to the Users enrolled in such Producer Service. Faculte or its designees have the right (but not the obligation) in their sole discretion to refuse or remove any such Producer Services or other content.
If you have registered and paid for a Producer Service, you agree to contact directly the Producer that contributed such Producer Service regarding any questions you may have about such Producer Service. You acknowledge that Faculte does not pre-screen, monitor or endorse any Producer Services or other content or materials delivered by the Services or made available on the Websites and makes no claims regarding their accuracy or quality. Faculte shall not be responsible or liable for any aspect of the Producer Services or arising out of your use or inability to use Producer Services.
Faculte believes in preventing and deterring unauthorized infringement of copyrighted materials. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement or that there is infringing material available through the Services, please notify Faculte's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Name: Mark Valentine
Attn: DMCA Notice
Faculte, Inc.
1250 Bayhill Drive
Suite 380
fax: 650-616-8010
support@Faculte.com
Faculte retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the "Faculte Intellectual Property") that are the exclusive property of Faculte and/or its licensors. We do not transfer any rights in or to the Faculte Intellectual Property to you.
Content of the Services that incorporates or includes any of the Faculte Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Faculte or the rightful owner, as applicable.
Confidential Information is any oral, written, graphic or machine-readable information disclosed by Faculte that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services. You agree to not disclose or use any Confidential Information without the prior written consent of Faculte, and to maintain the confidentiality of the Confidential Information.
Upon termination of your use of the Services for any reason, all of your rights to access and use any and all parts of the Services shall immediately terminate.
Faculte has the right to change or modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without notice. Faculte also reserves the right to assign any rights, licenses, or obligations arising out of or relating to these Terms of Use or to the Services without restriction.
Your only remedy for any dispute with Faculte is to stop using the Services.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms of Service and your use of the Services resides in the courts of the State and County of San Francisco and you agree also to submit to the personal jurisdiction of these courts for the purposes of litigating any such claim or action.
These Terms of Service, other Faculte legal policies as posted on the Websites, and any operating rules for the Services established by Faculte constitute the entire agreement between Faculte and you regarding your use of the Services. If any provision of these Terms of Service should be held illegal or unenforceable by a court with jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms of Service if no such modification is possible, and the other provisions of these Terms of Service shall remain in full force and effect. The section headings used are for convenience only and shall not be given any legal significance.
The Services are offered by Faculte from the United States of America. Faculte makes no representations that the Services are appropriate or available for use in other countries. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.
The Services are provided "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE". YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. Faculte does not GUARANTEE that users will be able to access the Services at all times or places, that Faculte will have adequate capacity for all users, OR THAT THE SERVICES WILL BE OPERABLE with your equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, FACULTE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warrantIES of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. FACULTE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICES. FACULTE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND FACULTE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.
IN NO EVENT SHALL FACULTE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VII) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VIII) YOUR USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING YOUR DATA) INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
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