Proola Terms of Service

Last Updated: May 11, 2017

Overview

The following terms and conditions govern all use of the Proola.org website and all content, services, and products available at or through the website (taken together, the "Website"). The Website is owned and operated by Proola, Inc. ("Proola"), and is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Proola's Privacy Policy) and procedures that may be published from time to time on this Website by Proola (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Proola, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

1. Ownership of the Website and Content.

The Proola Website www.proola.org, including all of the code and software used to operate the Website, and all the text, images, sound recordings, video, and other materials available on the Website, excluding User-Generated Content (collectively, the "Website") are the intellectual property of Proola. All right, title, and interest in and to such property will remain (as between the Parties) solely with Proola. Your use of the Website does not transfer from Proola to you any Proola or third party intellectual property. Proola and all trademarks, service marks, graphics and logos used in connection with the Website are trademarks (whether registered or not) of Proola or Proola's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website does not grant you the right or license to reproduce or otherwise use any Proola or third-party trademarks.

2. User Account.

When you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Your account and account information may not be used by anyone else. You must immediately notify Proola of any unauthorized uses of your account or any other breaches of security. Proola will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

3. User-Generated Content.

By submitting educational content to the Website, including test questions, prompts, answers, instructional materials, and other materials and media ("User-Generated Content"), you represent and warrant that:

  1. you own or otherwise control all of the rights to the User-Generated Content and you have the right to grant the license set forth in this Agreement;
  2. the User-Generated Content submitted is accurate;
  3. the downloading, copying, and use of the User-Generated Content by any other users ("End Users") will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  4. if your employer has rights to intellectual property you create, you have either received permission from your employer to post or make available the User-Generated Content, including but not limited to any software, or you have secured from your employer a waiver as to all rights in or to the User-Generated Content;
  5. you have fully complied with any third-party licenses relating to the User-Generated Content, and have done all things necessary to successfully pass through to other users any required terms;
  6. the User-Generated Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  7. the User-Generated Content is not spam, is not machine-generated or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); and
  8. the User-Generated Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party.

Proola does not claim any copyrights in User-Generated Content. After submitting it to the Website, you continue to own the User-Generated Content. However, by making any User-Generated Content available on or through the Website, whether by posting, uploading, transmitting, or submitting in any way, you grant Proola and its affiliates, assigns, subsidiaries, and successors a fully-paid, nonexclusive, irrevocable, perpetual, worldwide, royalty-free, transferable license to use, copy, modify (to correct errors and create a consistent look and feel for the Website), publicly display, distribute, publish, transmit, remove, and retain the User-Generated Content in any and all media or form of communication, without restriction or notification, without obtaining additional consent, and without compensating you in any way, and to authorize others to do the same. This license will continue even if you unpublish the User-Generated Content using the tools available on the Sites. Furthermore, the unpublishing of User-Generated Content does not mean that all copies of such User-Generated Content are removed from computers hosting the Website, or from other computers to which the User-Generated Content may have been copied.

You also grant End Users of the Website the right to use your User-Generated Content. User-Generated Content is licensed to End Users of the Sites under a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 Unported License, a full version of which is available online at https://creativecommons.org/licenses/by-nc-sa/4.0/. This Creative Commons license allows End Users to share, copy, distribute and transmit the work under the following conditions: (a) End Users must attribute the work in the manner specified by you in your user account; (b) End Users may not use the work for commercial purposes; and (c) if End Users alter, transform, or build upon the User-Generated Content, they may distribute the resulting work only under the same license or a license similar to this one. This Creative Commons license applies to all End Users (but not Proola's) use of User-Generated Content.

Proola reserves the right (though not the obligation) to monitor all User-Generated Content and to remove any User-Generated Content, at any time, without notice, at Proola's discretion. However, Proola has not reviewed, and cannot review, all of the User-Generated Content posted to the Website, and cannot therefore be responsible for that material's content, use, or effects. By operating the Website, Proola does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. User-Generated content on the Website may contain technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying, or use of which is subject to additional terms and conditions, stated or unstated. Proola disclaims any responsibility for any harm resulting from the use by End Users of the Website, or from any downloading by those End Users of content there posted.

4. Copyright Infringement.

If you believe that material located on or linked to by the Website violates your copyright, you are encouraged to notify Proola at contact@proola.com. Proola will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Proola will terminate an End User's access to and use of the Website if, under appropriate circumstances, the End User is determined to be a repeat infringer of the copyrights or other intellectual property rights of Proola or others.

5. Updates to These Terms.

Proola reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Proola may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

6. Termination.

Proola may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

7. Disclaimer of Warranties.

The Website is provided "as is". Proola and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Proola nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you're actually reading this, here's a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

8. Limitation of Liability.

In no event will Proola, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (a) any special, incidental or consequential damages; (b) the cost of procurement for substitute products or services; or (c) for interruption of use or loss or corruption of data. Proola shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

9. General Representation and Warranty.

You represent and warrant that (a) your use of the Website will be in strict accordance with the Proola Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (b) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

10. Indemnification.

You agree to indemnify and hold harmless Proola, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

11. Miscellaneous.

This Agreement constitutes the entire agreement between Proola and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Proola, or by the posting by Proola of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Nebraska, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Lancaster County, Nebraska. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Proola may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.