WEBSITE TERMS OF USE

Welcome to network-url, a web-based service ("Service" or "website") of organizatino-name ("Institution") operating in Some City, State ("Operating Jurisdiction"), that allows its Members to collaborate and manage their projects. Access to or use of our website at uniform resource locator (URL) <network-url> is subject to these Terms of Use, whether or not you are a registered Member of our website. If you do not agree to abide by these Terms of Use, do not use or access the website. Any use of or access to the website or its contents other than as authorized in these Terms of Use is strictly prohibited.

Prohibited Conduct
While using or accessing the Site website, you shall not:
  • Post any materials that are pornographic, defamatory, libelous, harassing, or unlawful;
  • Post false, inaccurate, misleading information;
  • Distribute or post spam, chain letters, or pyramid schemes;
  • Distribute viruses or any other technologies that may harm us, or the interests or property of our Members;
  • Violate any laws;
  • Violate third party rights;
  • Violate our policies, guidelines, or instructions;
  • Attempt to access or use our Services if your membership is temporarily or indefinitely suspended;
  • Harvest or otherwise collect information about Members, including email addresses, without their consent;
  • Use any robot, spider, scraper or other automated means to access the website, or bypass robot exclusion headers or other measures used to restrict access to the our website;
  • Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; or
  • Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the website.

We request your help in keeping our website working properly and safely. Please report problems, inappropriate content, and policy violations to us.

Content

All content on the website and available through the Service, including documents, designs, text, graphics, pictures, video, information, applications, software, music, sound, and other files, and their selection and arrangement, are the proprietary property of our Members, or its licensors. No content (except for content uploaded by you as part of the Service) may be distributed for commercial purposes, framed, reproduced, republished, scraped, displayed, or posted, in any form or by any means, in whole or in part, without prior written permission of the owner Member.

network-name, and other graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks, or trade dress of Institution (or its licensors) in the United States and/or other countries.

Nothing in these Terms of Use is intended to confer any license to intellectual property rights, whether by estoppel, implication, or otherwise.

User Content

Our Members are solely responsible for the Content, Catalog Information, Profile Information, and Comments that they upload or post. We do not accept responsibility for any such Member postings.

Copyright/Publicity Complaints

We respect the intellectual property, publicity, and other rights of Members and third parties. Respect for these rights is what enables our Members to collaborate safely. In appropriate circumstances, we may suspend and/or terminate the accounts of Members who infringe or repeatedly infringe the copyrights, publicity, or other intellectual property rights of others. If you believe that your rights have been violated, please notify our Copyright Agent as described in our Copyright Policy.

Privacy

We may collect and use information about you as described in our Privacy Policy.

Third Party Websites

Our website contains links to other websites, including through advertisements. Linking to a third party website does not imply our approval or endorsement of such third party website, its content, or its owners and creators. We do not investigate such third-party websites, and we are not responsible for any third party websites accessed through a link on our website. If you decide to access any third party websites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from our website.

Liability

You will not hold Us responsible for actions or inactions of any Members or other users. You acknowledge that the network-name website merely provides a virtual venue for collaboration and manage projects. We are not involved in the actual project. We have no control over and cannot guarantee the quality, legality, or safety of Content provided by Members, the right of a Member to license Content, or the truth or accuracy of Catalog Information and Profile Information.

We do not guarantee continuous or secure access to the website. Numerous factors outside of our control may interfere with operation of the website. Accordingly, to the extent legally permitted, we disclaim all implied warranties. We are not liable for any loss of money, loss of information, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of or access to the our website. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of: (a) the total Service Fees you paid to us in the six months prior to the action giving rise to the liability; or (b) $100.

Release

If you have a dispute with any Site Members or users, you release Institution and our affiliates (and our officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of such dispute.

Indemnity

You will indemnify and hold Institution and our affiliates (and our officers, directors, agents, and employees) harmless from any claims and costs, including reasonable attorneys’ fees, arising out of your breach of this Terms of Use, or your violation of any law or the rights of a third party.

Amendment

We may amend these Terms of Use at any time by posting the amended terms on the website.

Miscellaneous

You agree that any claim you may have against us must be resolved by a state or federal court located in Operating Jurisdiction. You agree to submit to the personal jurisdiction of the courts located within Operating Jurisdiction for the purpose of litigating all such claims. The laws of the Operating Jurisdiction govern all matters arising out of these Terms of Use, without regard to conflict of law principles.


PRIVACY POLICY


This policy describes how we handle information collected and received from Members and visitors to the Site.

A user can browse the website without revealing personal information. However, in order to use the Site, you must become a Member. By becoming a Member, you consent to our collection, storage, use, and disclosure of your personal information as described in this policy.

Collection
The information we may collect and store includes the following:
  • E-mail address, contact information, and other information provided as part of membership registration;
  • Content, Catalog Information, Profile Information, and other information posted to our Website;
  • Comments and other postings;
  • Notices, dispute resolution, and other correspondence through the website or sent physically;
  • Other information from your interaction with our website and Service, content, and advertising, including computer and connection information, statistics on page views, traffic to and from the website, ad data, internet protocol (IP) address, and standard web log information; and
  • Supplemental information from third parties (for example, if you incur a debt to us, we may conduct a credit check by obtaining additional information about you from a credit bureau, as permitted by law).
Use of Your Information

Our primary purpose in collecting personal information is to provide a safe, smooth, efficient, and customized experience for the Service. We use such information to:

  • Provide the Service and customer support you request;
  • Resolve disputes, collect fees, and troubleshoot problems;
  • Prevent or respond to prohibited or illegal activities;
  • Enforce our Member Agreement and Terms of Use;
  • Customize, measure, and improve our Service and advertising;
  • Tell you about our Service, Member Content, and promotional offers; and
  • Compare information for accuracy, and verify it with third parties.
Marketing

Based on the information we collect and receive, we may send marketing communications promoting our Service, Member Content, promotional offers, and other information that may be of interest to you. If you do not want to receive marketing communications from us, simply indicate your preference when you register. You may change your preference at any time on a going-forward basis by changing the settings in your account information.

We will NOT sell or rent your personal information to third parties for their marketing purposes, unless you consent to such disclosure at the time you complete your member registration. You may change your preference at any time on a going-forward basis by changing the settings in your account information.

Disclosure of Your Information

We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that Content or other material violate the rights of others, or protect anyone’s property or safety. Such information will be disclosed in accordance with applicable laws and regulations.

We may also share your personal information with:
  • Service providers under contract who help with our business operations;
  • Law enforcement or other governmental officials, in response to a verified request relating to a criminal investigation or alleged illegal activity;
  • Third parties that provide a valid subpoena or court order; or
  • Other business entities, should we plan to merge with or be acquired by that business entity.
Information You Share

A Member’s username is connected to all of your activity on our website and is available to other users in your project. So if you associate your real identity with your username, the people to whom you have revealed your name will be able to personally identify your activities on the website. Registration Information will not be visible to visitors or other Members, except if such Registration Information is included in your Profile Information.

Please also be aware that if you access our website from a shared computer (e.g., in an Internet café) certain information about you, such as your username, may be visible to other individuals who use the computer after you.

Cookies

We use “cookies” (small files placed on your hard drive) on certain webpages to help analyze our webpage flow, customize our Service and advertising, measure promotional effectiveness, and promote trust and safety. We also use cookies to identify you and maintain your signed-in status.

We offer certain features that are available only through the use of cookies. You can decline cookies if your browser permits, although doing so may interfere with your use of some of our Services. You may encounter cookies from third parties on certain pages of the website that we do not control (e.g., the PayPal payment gateway). Most cookies are “session cookies,” meaning that they are automatically deleted from your hard drive at the end of a session.

No Spam, Spyware, or Spoofing

We does not tolerate spam. You shall not use our communication tools to send spam or otherwise send content that would violate our Terms of Use. We automatically scan and may manually filter messages to check for spam, viruses, phishing attacks, and other malicious or illegal activity.

If you send an email to an email address that is not registered (e.g., via refer-a-friend or other tools), we do not permanently store that email or use that email address for any marketing purpose. We do not rent or sell these email addresses.

You are not authorized to add other Members’ e-mail addresses, even if a Member publicly displays his/her e-mail address on the website, to your mailing list, without their express consent.

Passcode and Account Protection

We encourage you to use unique numbers, letters, and special characters in setting your account passcode. Do not disclose your passcode to anyone. Please be advised that you are responsible for all actions taken under your username. If you lose control of your password, you may lose substantial control over your personal information and may be subject to legally binding actions taken on your behalf. Therefore, if your passcode has been compromised for any reason, you should immediately change your passcode and notify us if you need assistance. You can change your passcode at any time in your account information.

Accessing, Reviewing, and Changing Your Information

You can see, review, and change most of your Registration Information by signing in to your account. Generally, we will not manually modify your information, because it is very difficult to verify your identity remotely. You must promptly update your Registration Information if it changes or is inaccurate.

Once you make a Comment or other posting, you may not be able to change or remove it. Upon your request, we will close your account and remove your personal information from view as soon as reasonably possible, based on your account activity and in accordance with applicable law. We do retain personal information from closed accounts to comply with law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce the Member Agreement, and take other actions permitted by law.

Security

We will use reasonable security tools (e.g., encryption, passcodes, physical security) to protect information against unauthorized access and disclosure. However, third parties may unlawfully intercept or access transmissions or private communications, and other users may abuse or misuse your information that they collect from the website. Therefore, although we work very hard to protect your privacy, we cannot promise, and you should not expect, that your personal information or private communications will always remain private.

Third Parties

This policy addresses the use and disclosure of information we collect or receive from you. If you disclose your information to third parties, including other Members, through our Service or other means, different rules may apply to their use or disclosure of the information you disclose to them. We do not control the use of your information by third parties (except where they act on our behalf), and you are subject to the privacy policies of third parties where applicable.

Amendment

We may amend this policy at any time by posting the amended terms on our website.


COPYRIGHT POLICY


We respect the intellectual property, publicity, and other rights of Members and third parties. Respect for these rights is what enables our Members to benefit from their work. We comply with Title II of the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, as described in this policy.

In appropriate circumstances, we may suspend and/or terminate the accounts of Members who infringe or repeatedly infringe the copyrights or other intellectual property rights of others.

Notice of Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please notify our Copyright Agent in writing and provide the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive copyright that has been infringed;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that you claim is infringing, and the location of such material on our website;
  4. The address, telephone number, and email address where you may be contacted;
  5. A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in your notice is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please note that, under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. Please also note that the information provided in your notice may be forwarded to the person who provided the allegedly infringing content.

As required under the DMCA, we will remove or disable the material claimed to be infringement. We may post claimant information in place of the material.

Counter-Notification

If you are notified of a third party claim of infringement, you may choose to send us a “counter notice” in writing including the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which you are located (or if you are located outside of the United States, the Southern District of New York), and that you will accept service of process from the person who provided notification of infringement or an agent of such person.

Please note that, under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If you send us a valid counter-notification, we will restore your removed or disabled material, unless our Copyright Agent first receives notice from the complaining party that it has filed a court action to restrain you from engaging in infringing activity related to the material in question.


USER AGREEMENT


By using the site, you (“user” or “you”) are agreeing to be bound by the following terms and conditions ("Terms of Service") between Institution (“us,” or “we”), and you. You enter into this Agreement with us by providing us requested information (“Registration Information”) and completing your User registration. You cannot use the service if you are not able to form legally binding contracts or do not agree to the terms of this Agreement.

Introduction

Site offers a web-based service at afore-mentioned uniform resource locator (URL).

We retain the right to modify, add, or eliminate any features of the Service at any time. Additionally, we reserve the right, but does not intend, to terminate the Service at any time.

As a User of the Service, you agree to abide by the policies, guidelines, and other instructions promulgated by us from time to time. In accessing the Site, you agree to the Terms of Use, which form part of this Agreement.

Content

You may upload any Content, for which you hold copyright or have a valid license, in any format accepted by the Service. You represent and warrant that you hold copyright or a valid license to upload Content and license reproduction, distribution, performance, and display of the Content to us and other Users as envisioned for the Service. You also represent and warrant that Catalog Information you provide along with Content is accurate and not misleading and it complies with U.S. copyright law.

The Service generally will not modify your Content or Catalog Information. However, you understand and agree that the Service may have to modify the format, size, or quality of your Content or Catalog Information in order to display your Content and Catalog Information on the website.

We do not undertake any obligation to display your Content in any specific manner or to market your Content using any level of effort.

We reserve the right to remove any Content, Catalog Information, Profile Information, or Comments from the website, at any time, with or without notice to you.

Prohibited Uses
While using the Service, you shall not:
  • Post any Content, Catalog Information, or Comments that are pornographic, defamatory, libelous, harassing; or unlawful;
  • Violate any laws;
  • Violate any intellectual property, publicity, or other rights of any third party;
  • Violate our policies, guidelines, or instructions;
  • Provide false Registration Information;
  • Transfer your Site Usership or username to another party;
  • Use our Services if your Usership is temporarily or indefinitely suspended;
  • Fail to make Content purchased from you available for at least 15 days after each purchase;
  • Fail to deliver payment for Content purchased by you;
  • Manipulate the price of any Content or interfere with another User’s listings;
  • Post false, inaccurate, misleading information (including Profile Information);
  • Re-post Content, Catalog Information, Profile Information or Comments that we have removed;
  • Take any action that may undermine a feedback or ratings system;
  • Distribute or post spam, chain letters, or pyramid schemes;
  • Distribute viruses or any other technologies that may harm the Service, or the interests or property of other Users;
  • Harvest or otherwise collect information about Users, including email addresses, without their consent;
  • Use any robot, spider, scraper or other automated means to access the website, or bypass robot exclusion headers or other measures used to restrict access to the website;
  • Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the website.

We request your help in keeping our Services working properly and safely. Please report problems, inappropriate content, and policy violations to us.

Intellectual Property and Publicity Rights

We respect the intellectual property, publicity, and other rights of Users and third parties. Respect for these rights is what enables our Users to benefit from their work. In appropriate circumstances, we may suspend and/or terminate the accounts of Users who infringe or repeatedly infringe the copyrights, publicity, or other intellectual property rights of others. If you believe that your rights have been violated, please notify our Copyright Agent as described in our Copyright Policy, which is part of this Agreement.

Privacy

We may collect and use information about you as described in our Privacy Policy, which is part of this Agreement.

Liability

You will not hold Us responsible for other Users’ actions or inactions. You acknowledge that the Service merely provides a virtual venue for collaborate and manage their projects. We are not involved or responsible for the actual project. We have no control over and cannot guarantee the quality, legality, or safety of Content provided by Users, the right of a User to license Content, or the truth or accuracy of Catalog Information and Profile Information.

We try to provide secure access by investing security technologies, but do not guarantee continuous or secure access to the Services. Numerous factors outside of our control may interfere with operation of Service. Accordingly, to the extent legally permitted, we disclaim all implied warranties. We are not liable for any loss of information (including your Content), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the Service. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of: (a) the total Service Fees you paid to us in the six months prior to the action giving rise to the liability; or (b) $100.

Release

If you have a dispute with any User, you release us and our affiliates (and our officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of such dispute.

Indemnity

You will indemnify and hold Institution and our affiliates (and our officers, directors, agents, and employees) harmless from any claims and costs, including reasonable attorneys’ fees, arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

Dispute Resolution

If you have a complaint regarding our Service, we encourage you to contact our Customer Support center for prompt, cost-effective resolution of your complaint before pursuing dispute resolution procedures. You and we agree to resolve any claim or controversy at law or equity that arises out of this Agreement or the Services (a “Claim”) in accordance with one of the paragraphs below or as we and you otherwise agree in writing.

Forum for Disputes – You and we agree that this Agreement is entered into and is performed entirely within the Operating Jurisdiction. You agree that any Claim you may have against us must be resolved by a state or federal court located in Operating Jurisdiction. You agree to submit to the personal jurisdiction of the courts located within Operating Jurisdiction for the purpose of litigating any Claim. To the extent legally permitted, each party waives any right to trial by jury for any Claim.

Arbitration Option - For any Claim (excluding a Claim for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to submit the Claim to binding, non-appearance-based arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration must be conducted by telephone or online, and/or written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration must not involve personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims – You and we agree that any Claim filed or brought contrary to this Disputes Resolution section will be considered improperly filed. Should you file a claim contrary to this Disputes Resolution section, we may recover attorneys’ fees and costs from you to have the Claim dismissed, provided that we have notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

Amendment

We reserve the right to amend the terms of this Agreement (including the policies referred to in the Agreement), with or without notice to you. Any changes will take effect 30 days, or such lesser time notified to you, after being posted to the website. Your continued use of the Service will be acceptance of this Agreement as amended. This Agreement may not be otherwise amended except in writing signed by you and us.

Termination

This Agreement remains in effect as long as you are a User of the Service. You may notify us at any time to cancel your Usership, which we will do within 15 days. We may cancel your Usership at any time, with or without notice to you. Any obligations of either us or you that accrued during the period of your Usership survive termination of this Agreement. Furthermore, the provisions of the Agreement entitled “Fees,” “Release,” “Liability,” “Indemnity,” and “Dispute Resolution” will continue to apply after termination.

Miscellaneous

We are located in Some City, State and you can send snail mail at:

network-name
organizatino-name
Street Address, City, State Zip

Except as legally required, legal notices must be served to us at this address. You agree to accept legal notices at the email address you provide in your Registration Information. Notice will be effective 24 hours after email is sent. Alternatively, we may give you legal notice by mail to the address included in your Registration Information. In such case, notice will be effective three days after the date of mailing.

If a court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, such provision will be deemed to be struck from the Agreement and the remaining provisions will remain in full force. In our sole discretion, we may assign this Agreement. Section headings are for reference only and do not limit or expand the scope of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against any or all breaches of this Agreement. No employment, agency, partnership, or joint venture, is intended or created by this Agreement.

The laws of the Operating Jurisdiction govern all matters arising out of this Agreement, without regard to conflict of law principles.