1. Your relationship with Prof2Prof
1.1 Your use of the Prof2Prof website (the "Website") and any user-generated content placed on Prof2Prof, or Prof2Prof products, services and site functionalities provided to you on or from or through the Website by Prof2Prof (collectively the "Service") is subject to the terms of a legal agreement between you and Prof2Prof. "Prof2Prof" is owned by Information Escalator LLC, whose principal place of business is at 5601 Lake Mendota Drive, Madison, Wisconsin, United States
1.3 The Terms form a legally binding agreement between you and Prof2Prof in relation to your use of the Service. It is important that you take the time to read them carefully
1.4 The Terms apply to all users of the Service, including users who are also contributors of Content on the Service. "Content" includes the text, documents, files, videos, recordings, photographs, interactive features and other materials you may view on, access through or contribute to the Service.
2. Accepting the Terms
2.1 In order to use the Service, you must firstly agree to the Terms. You may not use the Service if you do not accept the Terms
2.2 You can accept the Terms by simply using the Service. You understand and agree that Prof2Prof will treat your use of the Service as acceptance of the Terms from that point onwards
2.4 You should print off or save a local copy of the Terms for your records.
3. Changes to the Terms
Prof2Prof reserves the right to make changes to the Terms from time to time without notice other than posting the amended terms on this Website. Therefore, you must look at the Terms regularly to check for such changes. [The modified version of the Terms (the "Modified Terms") will be posted at (http://prof2prof.com/terms) or made available within the Service (for any modified additional terms).] If you do not agree to the Modified Terms you must stop using the Service. Your continued use of the Service after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms. You agree that Prof2Prof shall not be liable to you for any modification, suspension or discontinuance of the Website (or any portion thereof), including any and all Service and products provided by or through the Website.
4. Prof2Prof Accounts
4.1 In order to access some features of the Website or other elements of the Service, you will have to create a Prof2Prof account. When creating your account, you must provide accurate and complete information. It is important that you keep your Prof2Prof account password secure and confidential.
4.2 You must notify Prof2Prof immediately of any breach of security or unauthorized use of your Prof2Prof account of which you become aware
4.3 You agree that you will be solely responsible (to Prof2Prof, and to others) for all activity that occurs under your Prof2Prof account
4.4 You may be required to provide specific information and to create a user ID and password to establish an account. You agree that the information you provide in connection with establishing any account is accurate and complete and that you will keep your information current. You are responsible for the security of all of your user names, passwords, registration information, and unique account identifiers. Prof2Prof may in its sole discretion suspend or terminate any of your user names and passwords at any time with or without notice
5. General Restrictions on Use
5.1 Prof2Prof hereby grants you permission to access and use the Service, subject to the following express conditions, and you agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:
5.1.1 You agree not to distribute any part of the Website or the Service, including but not limited to any Content, in any medium without Prof2Prof's prior written authorization, unless Prof2Prof makes available the means for such distribution through functionality offered by the Service, or a Content provider expressly permits the use or distribution of the Content he or she uploads to the Website, according to the terms indicated by the author or owner of such Content;
5.1.2 You agree not to alter or modify any part of the Website or any of the Service, with the exception of Content posted by another Content provider or yourself, for which permission is granted by that Content provider or yourself to make modifications
5.1.3 You agree not to access Content through any technology or means other than individual searches by users of the Website who are in compliance with these Terms or such other means as Prof2Prof may explicitly designate for this purpose;
5.1.4 You agree not to (and not to attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that
(i) prevent or restrict use or copying of Content or
(ii) enforce limitations on use of the Service or the Content accessible via the Service;
5.1.5 You agree not to use the Service for any of the following commercial uses unless you obtain Prof2Prof's prior written approval:
a) the sale of access to the Service;
b) the sale of Content, other than through already established, legal commercial channels external to the Website;
c) the sale of advertising, sponsorships or promotions placed on or within the Service, or Content;
Prohibited commercial uses shall not include
(i) uploading original Content to Prof2Prof
(ii) maintaining an original member page on the Website in order to promote an academic product or enterprise, and
(iii) any use that is expressly authorized by Prof2Prof in writing;
5.1.6 You may not modify, build upon or block any portion or functionality of the Service including but not limited to links back to the Website;
5.1.7 You agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Service in a manner that sends more request messages to the Prof2Prof servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser
5.1.8 You agree not to collect or harvest any personal data of any user of the Website or any Service (and agree that this shall be deemed to include Prof2Prof account names), unless express written permission is obtained by the owner of such personal data;
5.1.9 You agree not to solicit, for commercial purposes, any users of the Website with respect to their Content, unless users expressly permit such solicitation;
5.1.10 You agree not to access Content for any reason other than your personal, non-commercial use solely as intended through and permitted by the normal functionality of the Service.
5.1.11 You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Prof2Prof or the respective creators or licensors of the Content.
5.1.12 You agree not to use the Service in any way that constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication.
5.1.13 You agree not to attempt to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into this Website or the Service;
5.1.14 You agree not to do, or to attempt to do, any of the following: modify, translate, decompile, disassemble, uses reverse engineering or otherwise attempt to derive the source code for the computer systems and other technology that operate this Website the Service. For purposes of these Terms, “reverse engineering” shall include the examination or analysis of the Website or Service to determine the source code, structure, organization, internal design, algorithms or encryption devices of the Website or the Services’ underlying technology.
5.2 You agree that you will comply with all of the other provisions of the Terms at all times during your use of the Service.
5.3 You acknowledge and agree that the form and nature of the Service which Prof2Prof provides may change from time to time without prior notice or any liability to you.
5.4 You acknowledge and agree that Prof2Prof may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at Prof2Prof's sole discretion, without prior notice to you. You may stop using the Service at any time. You do not need to specifically inform Prof2Prof when you stop using the Service
5.5 You are solely responsible for (and Prof2Prof has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Prof2Prof may suffer) of any such breach. See the Disclaimer of Warranties, Limitation of Liability and Indemnification sections below.
6. Copyright and Intellectual Property Policy
6.1 Some of the content and services provide on this Website are owned by Prof2Prof or our affiliates. Other portions are owned by others (including Content that is generated by users as further described elsewhere in these Terms). The content and services are protected by a variety of laws governing the use of copyrights, trademarks, patents, or trade secrets. Subject to the rules and limitations set forth in the Terms, you are granted a limited, non-sublicensable right to access the Website and the Service for your personal non-commercial use only, except as otherwise permitted. Your rights to Content provided by users are described in section 7, below.
No Content or Service or underlying information or technology may be downloaded or otherwise exported or re-exported into (a) any country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. By downloading or using the Content or Service on this Website, or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
6.2. Digital Millennium Copyright Act Claims Prof2Prof respects the intellectual property rights of others. If you believe that your work has been copied and has been posted, stored or transmitted to this Website in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Prof2Prof’s Copyright Agent the following written information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A specific description of where the material that you claim is infringing is located on the Site and/or Resources;
Your 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;
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.
Prof2Prof’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
Attn: Infringement Notifications
5601 Lake Mendota Drive
Madison, Wisconsin, 53705
6.3 Trademarks and service marks that are used or displayed on this Website are owned by Prof2Prof or by third parties other than Prof2Prof that offer and provide products and services on or through the Website. The trademarks of Prof2Prof may not be copied or used, in whole, partial or modified form, without the prior written permission of Prof2Prof. In addition, Prof2Prof’s name, graphics, logos, button icons, scripts, page headers, and other trademarks and trade names are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of Prof2Prof. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on this Website are the property of their respective owners, who may or may not be affiliated with or sponsored by Prof2Prof.
7.1 A Prof2Prof account holder may submit Content. You understand that whether or not Content is published, Prof2Prof does not guarantee any confidentiality with respect to Content.
7.2 You retain all of your ownership rights in your Content, but you are required to grant limited license rights to Prof2Prof and other users of the Service. These are described in paragraph 8 of these Terms (Rights You License).
7.3 You have the right to specify whether and how the Content that you own and upload to the site may be used and modified by other Website members. Each time you upload Content owned by you, you will be prompted to specify the parameters for use of your Content. See Section 8, below. Likewise, you must uphold the specifications of other Website members pertaining to the use and modification of their uploaded Content.
7.4 You understand and agree that you are solely responsible for your own Content and the consequences of posting or publishing it. Prof2Prof does not endorse any Content or any opinion, recommendation, or advice expressed therein, and Prof2Prof expressly disclaims any and all liability in connection with Content.
7.5 You represent and warrant that you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable Prof2Prof to use your Content for the purposes of the provision of the Service by Prof2Prof, and otherwise to use your Content in the manner contemplated by the Service and these Terms.
7.6 You agree that your conduct on the site will comply with (and you agree that the content of all of your Content shall comply with) these Terms, as updated from time to time.
7.7 You agree that you will not post or upload any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for Prof2Prof to use or possess in connection with the provision of the Service.
7.8 You agree that Content you submit to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal license or permission from the rightful owner, or are otherwise legally entitled to post the material in question, and to grant Prof2Prof the license referred to in paragraph 8.1 below.
7.9 On becoming aware of any potential violation of these Terms, Prof2Prof reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a user's access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.
7.10 You further understand and acknowledge that in using the Service, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Prof2Prof with respect to any such Content.
8. Rights You License
8.1 When you upload or post Content to Prof2Prof, you grant:
to each user of the Service, a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Service and under these Terms, unless you limit this license during the uploading process or by use of the Creative Commons [link to Creative Commons here] licensing procedure or another licensing process approved by Prof2Prof.
8.2 The above licenses granted by you in paragraph 8.1 terminate when you remove or delete your Content from the Website. The above licenses granted by you in textual comments you submit as Content are perpetual and irrevocable, but are otherwise without prejudice to your ownerships rights, which are retained by you as set out in paragraph 7.2 above.
9. Links from Prof2Prof
9.1 The Service may include hyperlinks to other websites that are not owned or controlled by Prof2Prof. Prof2Prof has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
9.2 You acknowledge and agree that Prof2Prof is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, services or other materials on or available from such websites or resources.
9.3 You acknowledge and agree that Prof2Prof is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or products or services, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, services or other materials on, or available from, such websites or resources.
10. Ending your relationship with Prof2Prof
10.1 The Terms will continue to apply until terminated by either you or Prof2Prof as set out below.
10.2 If you want to terminate your legal agreement with Prof2Prof, you may do so by closing your Prof2Prof account. If you are seeking to close an account on behalf of someone else, you must notify Prof2Prof by email at the following address: Kristen@prof2prof.com.
10.3 Prof2Prof may at any time terminate its legal agreement with you if:
you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
Prof2Prof is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
Prof2Prof elects, in its sole discretion, to terminate its agreement with you for any reason or no reason; or
Prof2Prof is transitioning to no longer providing the Service to users in the country in which you are resident or from which you use the Service;
and in the case of each of (a) and (b) of this clause 10.3 shall, where possible, give reasonable notice of such termination.
10.4 When your legal agreement comes to an end, all of the legal rights, obligations and liabilities that you and Prof2Prof have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 11 through 14, below, shall continue to apply to such rights, obligations and liabilities indefinitely.
11. Exclusion and Disclaimer of Warranties
11.1 Nothing in the Terms shall affect any statutory rights that you are always entitled to as a consumer to the extent that you cannot contractually agree to alter or waive those rights.
11.2 Your use of this Website and the Service is on an "AS IS" “AS AVAILABLE” and “WITH ALL FAULTS” basis. Prof2Prof makes NO WARRANTY OR REPRESENTATION to you with respect to them.
11.3 For example and without limitation, Prof2Prof DOES NOT REPRESENT OR WARRANT to you that:
your use of the Service will meet your requirements;
your use of the Service will be uninterrupted, timely, secure or free from error;
any information obtained by you as a result of your use of the Service will be accurate or reliable; or
defects in the operation or functionality of any software provided as part of the Service will be corrected.
11.4 Any material downloaded, uploaded or otherwise obtained through the use of the Service or this Website is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download or upload of any such material or the use of the Website or the Service.
11.5 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service except to the extent that they are expressly set out in the Terms.
12. Limitation of Liability
12.1 Nothing in these Terms shall exclude or limit Prof2Prof's liability for losses to the extent, if any, that liability may not be lawfully excluded or limited by applicable law.
12.2 USE OF THIS WEBSITE OR THE SERVICE IS AT YOUR SOLE RISK. Subject to paragraph 12.1 above, Prof2Prof shall not be liable to you for, by way of example and not of limitation:
any indirect or consequential losses which may be incurred by you. This shall include:
any loss of profits (whether incurred directly or indirectly);
any loss of goodwill or business reputation;
any loss of opportunity; or
any loss of data suffered by you;
any loss or damage which may be incurred by you as a result of:
any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Service;
any changes which Prof2Prof may make to the Service, or for any permanent or temporary cessation in the provision of the Service (or any features within the Service);
the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Service;
your failure to provide Prof2Prof with accurate account information;
your failure to keep your password or Prof2Prof account details secure and confidential.
12.3 The limitations on Prof2Prof's liability to you in paragraph 12.2 above shall apply whether or not Prof2Prof has been advised of or should have been aware of the possibility of any such losses arising.
12.4 The limitations on Prof2Prof's liability extend to its members, managers, officers, employees, agents, representatives and service providers.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PROF2PROF, ITS AFFILIATES, SUBSIDIARIES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OWNERS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN DEFENSE OR IN ENFORCEMENT OF THESE TERMS OR OTHERWISE, MADE BY ANY THIRD-PARTY DUE TO OR ARISING FROM OR OUT OF: (a) ANY SUBMITTED MATERIAL OR ANY OTHER CONTENT YOU SUBMIT, POST OR UPLOAD TO OR TRANSMIT THROUGH THIS WEBSITE OR THE SERVICE, (b) YOUR USE OF THE WEBSITE OR THE SERVICE, (d) YOUR CONNECTION TO THE WEBSITE OR THE SERVICE, (d) YOUR VIOLATION OF THESE TERMS, OR (e) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANOTHER. THESE OBLIGATIONS WILL SURVIVE ANY TERMINATION OF YOUR RELATIONSHIP WITH PROF2PROF OR YOUR USE OF WEBSITE OR THE SERVICES. PROF2PROF RESERVES THE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH PROF2PROF IN ASSERTING ANY AVAILABLE DEFENSES.
14. General Legal Terms
14.1 The Terms constitute the whole legal agreement between you and Prof2Prof and govern your use of the Service and completely replace any prior or contemporaneous agreements between you and Prof2Prof in relation to the Service.
14.2 You agree that Prof2Prof may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service, or by updating the information on the Website.
14.3 You agree that if Prof2Prof does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Prof2Prof has the benefit of under any applicable law), this will not be taken to be a waiver of Prof2Prof's rights and that those rights or remedies will still be available to Prof2Prof.
14.4 If any court of law having the jurisdiction to decide on this matter rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable
14.5 You acknowledge and agree that each member of the group of companies of which Prof2Prof is a part shall be third party beneficiaries of the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary of the Terms.
14.6 The Terms, and your relationship with Prof2Prof under the Terms, shall be governed by the laws of United States and the state of Wisconsin. You and Prof2Prof agree to submit to the exclusive jurisdiction of the state and federal courts sitting in the state of Wisconsin to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Prof2Prof shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.