The Chronicle of Higher Education User Agreement

Effective Date: September 29, 2014

 

Welcome to The Chronicle of Higher Education Web sites.  This User Agreement (the “Agreement” or “Terms”) applies to chronicle.com and the other Web sites operated from time to time by The Chronicle of Higher Education Inc. (“we,” “us,” or “The Chronicle”) and any other Web properties or profiles managed or controlled by The Chronicle (collectively, the “Site”).  Certain portions of the Site may also have additional terms posted that apply specifically to it in addition to this User Agreement or, if expressly so stated, instead of this User Agreement.

 

THE SITE IS OPERATED BY THE CHRONICLE. FOR ANY INQUIRIES, CONTACT US VIA THE CONTACT INFORMATION LOCATED AT http://chronicle.com/section/Contact-Us/88/.  PLEASE READ THIS LEGAL AGREEMENT CAREFULLY BEFORE USING THE SITE.  THE FOLLOWING STATES THE TERMS AND CONDITIONS THAT GOVERN ACCESS TO AND USE OF THE SITE AND ANY PROGRAMS, SERVICES, PRODUCTS, TRANSACTIONAL FEATURES, BULLETIN BOARDS, CHAT ROOMS, FUNCTIONALITY, AND INFORMATION AVAILABLE THROUGH THE SITE OR USED IN CONNECITON THEREWITH.  REFERENCES TO “YOU” MEAN THE USER OF THIS SITE, BOTH INDIVIDUALLY AND AS A REPRESENTATIVE OF ANY ORGANIZATION ON WHOSE BEHALF YOU MAY BE ACCESSING THE SITE.  FOR PURPOSES OF THESE TERMS, AN “AUTHORIZED USER” SHALL MEAN A PERSON WHO HAS REGISTERED AN ACCOUNT WITH THE CHRONICLE FOR ACCESS TO THE SITE.

 

YOU WILL BE LEGALLY BOUND TO THESE TERMS BY ACCESSING OR USING ANY PART OF THE SITE, WHICHEVER OCCURS FIRST.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU CANNOT ACCESS OR USE THE SITE AND SHOULD NOT CREATE AN ACCOUNT OR CONTINUE USING THE SITE.

 

WE RESERVE THE RIGHT TO CHANGE THESE TERMS BY POSTING REVISED TERMS AT http://chronicle.com/article/User-Agreement/47435/.  YOUR CONTINUED USE OF THE SITE FOLLOWING ANY CHANGE WILL BE CONCLUSIVELY DEEMED ACCEPTANCE OF ANY CHANGE IN THE TERMS AND CONDITIONS.  ALTHOUGH WE MAY ATTEMPT TO NOTIFY YOU VIA YOUR E-MAIL ADDRESS WHEN MAJOR CHANGES ARE MADE, YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THE TERMS.

 

Table of Contents:

Personal Use Only

Permitted Uses

Restrictions on Use

Data and Privacy Policies

No Warranties

No Guarantee of Security or Confidentiality

Paid Services

Taxes

Ads; Postings

User Representations

Communications

Content of the Site

Intellectual-Property Infringement

Submitting a DMCA Counter-Notification

Termination of Repeat Infringers

Links to Third-Party Sites

Events Beyond Our Control

Limitation of Liability

Your Content; Proprietary Rights

Feedback

Account Inactivity

Cancellation; Termination

Indemnification

Choice of Law; Jurisdiction

Arbitration

Various

 

Personal Use Only.  The Chronicle grants you a revocable, nonexclusive, and nontransferable right to access and use those portions of the Site to which you have subscribed or registered, solely for your personal use, conditioned on your continued compliance with these Terms.  If you are accessing the Site on behalf of an employer or other organization, this right is personal to you for nonexclusive internal business use only, and you may not redistribute, create derivative works, operate as a service bureau, or otherwise provide any services to others utilizing the Site.  You must be at least thirteen (13) years of age to use the Site.  You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Site.  You are responsible for maintaining the confidentiality of your password and accounts, and are solely responsible for any unauthorized use by others of your account and for any materials you upload to the Site.  You agree to notify us of any unauthorized use of the Site of which you become aware. 

 

Permitted Uses.  We would like your access to the Site to be useful and convenient.  Subject to the terms and conditions of this Agreement, you may download items of content on the Site for personal use during the term of this Agreement, except in any instance where we have expressly restricted the access to or copying of such materials.  You may make and lend an electronic or print copy of an individual item of content on the Site to another person, provided that such copies are not routinely or systemically lent (whether on one occasion or over a period of time) in such a manner or in such quantities as to substitute for a subscription; that such copies do not reproduce any proprietary legends included on the materials; and that the reproduction and lending is done without any purpose of direct or indirect commercial advantage.  If you have a question as to whether a proposed use or copying of the content is permitted, please send us an e-mail message or call us and we will try to accommodate your request.

 

Restrictions on Use.  Notwithstanding the foregoing, you may not provide your Site password to or share it with others, or post your user name and password on any Web site or intranet so that others may learn it and use it, or in any other way use your password as a means to circumvent the need for others to become Authorized Users in their own names.  You may not modify, decompile, create derivative work(s) of, disassemble, retransmit, resell, distribute, compile, broadcast, sublicense, mirror, frame, rent, or otherwise use in any manner not expressly permitted herein, the Site or any of its content; use robots or spiders or other automated devices or manual processes to monitor or gather any data from the Site or its users; create course books or educational materials using any of the Site content; use the Site to “stalk” or harass; place a link to the internal pages of any password-protected portions of the Site on any Web site, intranet, or extranet without the prior written permission of The Chronicle; use the Site in violation of applicable local, state, national, and international laws, rules and regulations; use the Site to upload, transmit, or otherwise distribute any content that is unlawful, infringing of intellectual-property rights, defamatory, harassing, discriminatory, abusive, sexually explicit, or violent, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by The Chronicle; create multiple user accounts or create user accounts by automated means or under false or fraudulent pretenses; use the Site in connection with illegal peer-to-peer file sharing; intentionally distribute harmful code, including “spyware” or “malware,” through or from the Site, or engage in a denial-of-service attack on the Site or its users; use the Site for any fraudulent or inappropriate purpose, including hoaxes and “phishing”; generate or facilitate unsolicited commercial e-mail (“spam”), including in violation of the CAN-SPAM Act or any other applicable antispam law; create false accounts for the purpose of sending spam; or mine the Site to find e-mail addresses or other user data. 

 

Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you (and your employer if you are accessing the Site on behalf of an organization) to civil and criminal penalties and damages.  The Chronicle reserves the right, but shall have no obligation, to investigate your use of the Site in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

 

Data and Privacy Policies.  Personal information collected by The Chronicle may be stored and processed in the United States or any other country in which The Chronicle or its agents maintain facilities.  By using the Site, you consent to any such transfer of information outside of your country and to the uses of information set forth above and in The Chronicle’s Privacy Policy available at http://chronicle.com/article/Privacy-Policy/1612/.  Our collection and use of the person information you provide to us is subject to The Chronicle’s Privacy Policy.  Please review the Privacy Policy in its entirety.  As a condition of using the Site, you agree to the terms of The Chronicle’s Privacy Policy as it may be updated from time to time.  You agree that The Chronicle may collect, hold, and use, directly or through its affiliates, contractors, successors, assigns, and agents, the personal information you submit through the Site as set forth in the Privacy Policy.  You agree that The Chronicle may (but is not obligated to) monitor, edit, or disclose your personal information, if required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in these Terms and The Chronicle’s Privacy Policy.  All data collected by or on behalf of The Chronicle relating any use of the Site or its content by any users are and shall remain at all times the sole property of The Chronicle.

 

No Warranties.  Access to the Site is provided to You on an AS-IS, AS-AVAILABLE basis.  THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, SOFTWARE, FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH OR OTHERWISE CREATED USING THE SITE MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES AND MAY BE SUBJECT TO INTERCEPTION BY HACKERS AND OTHERS.  YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH OR CREATED USING THE SITE.  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE CHRONICLE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, SECURITY, RESPONSE TIMES, AVAILABILTY , COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, PRODUCTS, FUNCTIONALITY, AND MATERIALS DESCRIBED ON OR AVAILABLE THROUGH OR CREATED USING THE SITE.  ALL SUCH INFORMATION, SERVICES, PROGRAMS, PRODUCTS, FUNCTIONALITY, AND MATERIALS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILTIY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, OR QUIET ENJOYMENT.  ALL WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (UCITA) ARE DISCLAIMED BY THE CHRONICLE TO THE FULLEST EXTENT OF THE LAW.

 

No Guarantee of Security or Confidentiality.  We make reasonable efforts to store and safeguard the data you submit but do not and cannot guarantee that the data will be secure or confidential, or that your submissions to or use of the Site will not become known to your employer or any other third party.  Use of the Internet and the Site is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations.  While The Chronicle has endeavored to create a reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other global-communications network cannot be guaranteed.  Moreover, you understand that the technical processing and transmission of the Site may involve transmission over various networks that are not owned, controlled, or operated by The Chronicle.  Accordingly, The Chronicle does not guarantee the security, completeness, or accuracy of any information transmitted via the Internet and assumes no responsibility for the deletion of or failure to store or secure any information submitted by you.  You must promptly notify The Chronicle of any breach of security related to the Site of which you become aware.  To help ensure the security of your password or account, please sign out from your account or close your browser at the end of each session.

 

Paid Services.  There are no fees for Vitae users, but if you sign up for a service or subscription available through the Site that requires the payment by you of any fees, you agree that we may bill the amounts due to the payment method that you provide to us.  You are responsible for paying all fees and applicable taxes associated with the service or subscription in a timely manner with a valid payment method.  You authorize The Chronicle or its third-party-payment providers to charge your credit card, charge card, debit card, PayPal, or financial-institution account (herein “Payment Method“) for all charges to your account(s) with The Chronicle.  To view and manage information relating to your account, including billing and invoice history, please sign in to your account.

 

You acknowledge and agree that any credit card and related billing and payment information that you provide to The Chronicle may be shared by The Chronicle with companies that work on The Chronicle’s behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to The Chronicle, and servicing your account.  The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method.  You agree to pay The Chronicle all charges incurred under your account.  If your Payment Method fails or your account is otherwise past due, (a) you agree to pay all amounts due on your account upon demand; (b) The Chronicle may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us); and (c) The Chronicle reserves the right to either suspend or terminate your account.  Please note that this means that if your account is past due, or if you have otherwise terminated or suspended your account, access to your account may be disabled, and all items in your account, including its content, may be permanently deleted by The Chronicle.

 

Except as otherwise posted on the Site, any fees charged to your account are nonrefundable.  You agree to submit any disputes regarding any charge to your account, in writing, to The Chronicle within thirty (30) days of such charge; otherwise such dispute will be waived, and such charge will be final and not subject to challenge.  Refunds (if any) made pursuant to such dispute are at the discretion of The Chronicle.

 

Taxes.  You are responsible for paying any governmental taxes imposed on your use of the Site, including, but not limited to, sales, use, and value-added taxes.  If requested, you will promptly furnish to The Chronicle the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable.  To the extent that we are obligated to collect such taxes, the applicable tax will be added to your billing account.

 

Ads; Postings.  Any classified or other advertisements posted or otherwise submitted by you shall be subject to our General Terms and Conditions for Advertising, available at http://chronicle.com/page/General-TermsConditions/24/.  You are not permitted to post to any part of the Site any incomplete, false, or inaccurate information, including any job opportunity, advertisement, biographical information, résumés, grant data, and other similar information.  You acknowledge that The Chronicle has no control over the quality or legality of the classifieds, advertisements, grant data, résumés, job openings, and any other information posted by others, or the truth or accuracy of that information.  By way of example, The Chronicle has no control over the ability of employers to offer job opportunities to candidates, the ability of candidates to find a job, or the conditions under which grants and other entitlements may be awarded or made available.  You also acknowledge that The Chronicle does not control the information available on bulletin boards, chat rooms, and other user-generated pages, and that any opinions, advice, statements, services, offers or other information or content presented or disseminated therein are those of their respective authors, who are solely liable for their content.  The Chronicle reserves the right to edit, refuse to post, or remove any material submitted to or posted on the Site.  In the event of any conflict between these Terms and the General Terms and Conditions for Advertising, these Terms shall control.

 

User Representations.  By accessing and using the Site, you represent that you are an Authorized User and that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on this Site, including, without limitation, when you provide information via a Site registration or subscription form or in connection with uploaded ads.  In addition, you represent that you have all necessary rights to possess and provide to The Chronicle the information submitted through the Site and that you agree to abide by all applicable laws with respect to your use of this Site.  You further agree not to interfere with the use and enjoyment of this Site by other users and not to impersonate any other person or entity, including impersonating an employee or representative of any third party when using this Site.  The Chronicle shall be entitled to rely upon the representations and statements made by you.

 

Communications.  When you visit the Site or send e-mail messages to us, you are communicating with us electronically.  You consent to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on this Site.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  A printed version of the Terms and of any related notice given in electronic form shall be admissible in judicial, arbitral, or administrative proceedings based upon or relating in whole or in part to the Terms, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  The Chronicle is not responsible for transaction errors or any failure to receive any part of your submission.

 

Content of the Site.  The Chronicle takes no responsibility for any third-party content posted on or available through the Site (including, without limitation, content on discussion rooms, bulletin boards, surveys, classifieds, any viruses, or other disabling features), nor does The Chronicle have any obligation to monitor such third-party content.  The Chronicle reserves the right at all times to remove or refuse to distribute any content on the Site, such as content that violates the terms of this Agreement.  The Chronicle also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues (including, without limitation, the filtering of spam); (d) respond to user-support requests; or (e) protect the rights, property, or safety of The Chronicle, its users and the public.  The Chronicle will not be responsible or liable for the exercise or nonexercise of its rights under this Agreement

 

Intellectual-Property Infringement.  The Chronicle respects the intellectual-property rights of others, and we ask you to do the same. The Chronicle may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site to users who infringe the intellectual-property rights of others.  If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Site and/or in the Service, please provide The Chronicle’s designated agent the following information:

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online location are covered by a single notification, a representative list of such works at that location.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit The Chronicle to locate the material.
  • Information reasonably sufficient to permit The Chronicle to contact you as the complaining party, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted.
  • A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

The Chronicle’s agent for notice of claims of copyright or trademark infringement can be reached at copyright@chronicle.com or at: Copyright Officer, The Chronicle of Higher Education Inc., 1255 23rd Street, N.W., Washington, DC 20037.

 

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

 

Submitting a DMCA Counter-Notification.  We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received.  If you receive such notice from us, you may provide us with a counter-notification, in writing, to The Chronicle’s designated agent that includes all of the following information: 

 

  • Your physical or electronic signature;
  • 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;
  • A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which The Chronicle may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

 

Termination of Repeat Infringers.  The Chronicle reserves the right, at its sole discretion, to terminate the account or access of any user of the Site who is the subject of repeated DMCA or other infringement notifications. 

 

Links to Third-Party Sites.  The Site contains hyperlinks to Web sites operated by persons other than The Chronicle.  Such hyperlinks are provided for your reference and convenience only.  You agree not to hold The Chronicle responsible for the content or operation of such third-party Web sites.  A hyperlink from any part of the Site to a third-party Web site does not imply or mean that The Chronicle endorses the content on that Web site or the operator or operations of that other site.  You are solely responsible for determining the extent to which you may use any content at any other Web sites to which you might link from any portion of the Site. 

 

Events Beyond Our Control.  You expressly absolve and release The Chronicle from any claim of harm resulting from a cause beyond its control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, terrorism, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions. 

 

Limitation of Liability.  IN NO EVENT SHALL THE CHRONICLE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH OR CREATED OR UPLOADED BY USING THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, INCLUDING LOSS OF OPPORTUNITY, LOSS OF DATA, OR LOSS OF PROFIT, EVEN IF THE CHRONICLE OR AN AFFILIATED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

YOU AGREE THAT THE TOTAL LIABILITY OF THE CHRONICLE FOR ANY REASON WHATSOEVER RELATED TO YOUR USE AND THE AVAILABILITY OR UNAVAILABILITY OF THIS SITE TO YOU (INCLUDING WITH RESPECT TO ANY DOWN TIME) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE CHRONICLE IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE OR $1,000 IN THE AGGREGATE, WHICHEVER IS MORE.

 

Your Content; Proprietary Rights.  The Chronicle does not claim any ownership in any of the content and communications that you upload or transmit to or store in the Site or any accounts you may have created on the Site (“Your Content”). You may not upload, post or otherwise make available on the Site 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 owned by a third-party, and the burden of determining whether any of Your Content is 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, violation of contract, privacy or publicity rights or any other harm resulting from Your Content. You have full responsibility for Your Content, including its legality, reliability and appropriateness. When you upload or otherwise submit Your Content to the Site, you give us (and those we work with) a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, or other changes we make so that Your Content works better with the Site), communicate, publish, publicly perform, publicly display, and distribute such content for any purpose. This license continues even if you stop using the Site. Some services on the Site may offer you ways to access and remove content that has been provided to that service. You should be aware that we are not required and may not keep backup copies of Your Content on the Site. There may be cached files of Your Content located within or accessible through the Site following your removal of such content, but we have no obligation to maintain, restore, or otherwise retrieve such files for you. Additionally, The Chronicle makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored. You should independently back up and archive Your Content. The Site, all computer programs, content, tools, interfaces, products, brands, documentation, and information (collectively, the “Property”) contained on or available through the Site, unless otherwise expressly indicated, are protected by United States and international laws regarding intellectual property, and are the sole property of The Chronicle and its suppliers. The Property does not include third-party content posted to or available through the Site, including the content of communications appearing on or sent through the Site. Unauthorized use of this Site and the Property may violate intellectual-property laws as well as other laws, regulations, and statutes. The Chronicle of Higher Education and all other names, logos, and icons identifying The Chronicle and its products and services are proprietary trademarks, and any use of such marks without the express written permission of The Chronicle is strictly prohibited.

 

Feedback.  You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations, or other feedback or materials to us related to the Site (“Feedback”).  If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, or compensation to you.  To the extent the foregoing is deemed ineffective, you also hereby grant The Chronicle a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use such Feedback without restriction. 

 

Account Inactivity.  After a period of account inactivity, The Chronicle reserves the right to disable or terminate any Authorized User’s account.  If an account has been deactivated for inactivity, the username associated with that account may be given to another user without notice to you or such other party. 

 

Cancellation; Termination.  You may cancel your account with us and/or terminate this Agreement with or without cause at any time by providing notice to The Chronicle at circulation@chronicle.com; provided, however, that a terminated account may continue to exist for up to five business days before such cancellation takes effect.  The Chronicle reserves the right, without notice and for any or no reason, to refuse or terminate access to the Site to anyone at any time without notice for any reason and to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use, and to terminate this Agreement.  In the event of termination, your account will be disabled, and you may not be granted access to your account or any files or other content contained in your account, although residual copies of information may remain in our system.  Unless terms indicating otherwise are posted on the Site, you shall remain responsible for making payments for services or products that you incurred prior to termination of this Agreement.

 

Indemnification.  You agree to hold harmless and indemnify The Chronicle, and its subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to your use of the Site, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. In such a case, The Chronicle will provide you with written notice of such claim, suit, or action. 

 

Choice of Law; Jurisdiction.  These Terms will be governed by and construed in accordance with the laws of the District of Columbia, without giving effect to its conflict-of-laws provisions or your actual state or country of residence.

 

Arbitration.  PLEASE NOTE THAT THIS AGREEMENT REQUIRES YOU TO SUBMIT TO EXCLUSIVE, BINDING ARBITRATION ANY CLAIMS YOU MAY HAVE AGAINST THE CHRONICLE RELATING TO YOUR USE OR INABILITY TO USE THIS SITE.  The parties agree to make good-faith, diligent, and reasonable efforts to resolve any disputes under this Agreement without the need for litigation.  In the event such efforts are not successful within thirty (30) days after notice of the dispute, you and we hereby agree to submit to binding arbitration of all disputes under or relating to this Agreement and the Site.  Such arbitration shall be conducted in the District of Columbia and shall be governed by the then-current rules for commercial arbitration of the American Arbitration Association (“AAA”).  The parties shall select one arbitrator knowledgeable in matters relating to databases and computer law.  In the event the parties cannot agree on the selection of one arbitrator, the AAA shall be allowed to appoint such arbitrator.  Discovery shall be allowed in the arbitration, but the arbitrator may not award punitive damages and may not amend or modify the terms of this Agreement.  Any award rendered by the arbitrator will be final and binding, and judgment may be entered therein in any court of competent jurisdiction.  Nothing herein shall affect the right of either party to seek interim or emergency injunctive relief before a court of competent jurisdiction.  The Chronicle reserves the right to suspend service hereunder pending resolution of a dispute unless you provide written assurance that continuation of service hereunder will not give rise to any claim of remedies or damages by you for the period that service is provided while the dispute is pending.

 

Various.  We may freely assign or delegate any of our rights or obligations under this Agreement to independent contractors, our affiliates, successors in interest, or other third-party organizations.  Your rights may not be assigned or transferred without our written consent.  The sections entitled Restrictions on Use, Data and Privacy Policies, No Warranties, No Guarantee of Security or Confidentiality, Paid Services, Taxes, User Representations, Content of the Site, Intellectual-Property Infringement, Submitting a DMCA Counter-Notification, Links to Third-Party Sites, Events Beyond Our Control, Limitation of Liability, Your Content; Proprietary Rights, Feedback, Termination; Cancellation, Account Inactivity, Indemnification, Choice of Law, Arbitration, Jurisdiction, and Various will survive the termination of this Agreement for any reason.  Failure to insist on strict performance of the Terms will not operate as a waiver of any subsequent default or failure of performance or of that same right or provision at any other time.  If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed ineffective until The Chronicle promulgates a successor provision, and the remainder of the Terms shall continue in effect.  No joint venture, partnership, employment, or agency relationship exists between you and The Chronicle as a result of the Terms or your use of this Site.