PLEASE READ THIS AGREEMENT CAREFULLY AS IT IS A BINDING CONTRACT AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL OBLIGATIONS.
What is Soliya and what is this Agreement?
Members of Soliya.
Three kinds of Members are recognized by Soliya. (1) “Student Members” have registered with Soliya and are enrolled in a program utilizing Soliya Meeting Rooms or other Soliya Services. (2) “Facilitators” are individuals who have been designated by Soliya as Facilitators to lead discussions in Soliya Meeting Rooms in connection with any program utilizing the Soliya Services. (3) “Network Members” include any other users of the Soliya Network, including individuals who are alumni of any Soliya program.
Please note that Soliya has a separate process for selecting Facilitators. Please send an email to email@example.com if you are interested in becoming a Facilitator or have any questions regarding Facilitators.
Changes to this Agreement.
This Agreement may be revised periodically and this will be reflected by the “Date Last Modified” above. For material revisions to this Agreement, we will attempt to give you notice of the specific changes to this Agreement by posting this information prominently on the Soliya Website, sending you an email, or any other means that Soliya deems appropriate. It is your responsibility to regularly check the Soliya Website and this page to determine if there have been any changes to this Agreement. Your continued use of the Soliya website constitutes your agreement to this Agreement and any future revisions.
Your Representations and Warranties.
By using the Soliya Services, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you are at least sixteen (16) years of age or older, and if under eighteen (18) years of age then are currently in high school or college; (c) you will maintain the accuracy of such information; (d) your use of the Soliya Services does not and will not violate any applicable law; (e) you own the Content Posted by you on or through the Soliya Network or otherwise have the right to grant the license set forth in this Agreement; (f) you have obtained all necessary releases from any and all parties involved or featured in your Content in order to legally use their name and/or likeness; and (g) the Posting of your Content on or through the Soliya Services does not violate the rights of any person.
Ownership, Rights in Content Posted through the Soliya Service, and Your Responsibilities
1. What We Own in the Services.
The Soliya Services contain content (online or otherwise) created or owned by Soliya, including, but not limited to, the Soliya Website, data, designs, text, graphics, pictures, video, information, compilations, software, music, sound and other files and their selection and arrangement, training materials provided to Members, and academic curricula (“Soliya Content”). Soliya Content is protected by copyright, trademark, trade secret, and other laws, and Soliya owns and retains all rights in the Soliya Content and the Soliya Services. “Soliya,” the Soliya logo, and graphics and design of the Soliya Website are trademarks or trade dress of Soliya. Soliya’s trademarks or trade dress may not be used in connection with any product, service, as a part of a domain name, or in any manner that is likely to cause confusion and may not be copied, imitated or used, in whole or in part, without the prior written permission of Soliya.
2. What You Own in Connection with Your Use of the Services.
Soliya does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials that you Post to the Soliya Network (collectively, “Content”). After Posting your Content to the Soliya Network, you continue to retain all ownership rights you may have in such Content, subject to the license you grant to us in Section 6(c) below.
3. What We Can Do with Content You Post through Our Services.
By submitting, sending, displaying or otherwise publishing (“Posting”) any Content on or through the Soliya Network, you hereby grant to Soliya and Soliya Members a worldwide, perpetual, non-exclusive, royalty free, limited license (with the right to sublicense) to use, modify, publicly perform, publicly display, reproduce, and distribute such Content in connection with the operation of Soliya and the Soliya Network.
Soliya may use your Content for further educational purposes and/or purposes consistent with Soliya’s mission. This includes, but is not limited to, use in marketing, promotional or fundraising materials or for similar purposes.
Soliya may delete any Content that in the sole judgment of Soliya violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. However, Soliya assumes no responsibility for monitoring the Soliya Services for inappropriate Content or conduct and assumes no obligation to modify or remove any inappropriate Content. Soliya reserves the right, in its sole discretion, to reject, refuse to Post or remove any Posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Soliya Services at any time, with or without prior notice and without liability.
4. Uses You Can Make of the Services and our Content.
Soliya hereby grants you a limited, revocable, license (or sublicense, as applicable) to reproduce display, perform, and modify (excluding any software code) the Soliya Content, content licensed by Soliya from third parties, and Content of other Members, solely for your personal use in connection with viewing the Soliya Website and using the Soliya Services, and, if you are a Facilitator Member, for the purpose of performing you obligations as a Facilitator Member. Except as set forth above, you may not copy, modify, publish, transmit, broadcast, distribute, perform, display or sell Soliya Content, content licensed by Soliya from third parties, or Content of other Members or make any other use of the Soliya Content without express written consent from Soliya in each case. Such license grant does not permit the use of any data mining, robots, web scraping software, or similar data gathering or extraction methods. Any use of the Soliya Website or Soliya Content other than as specifically authorized herein, without the prior written permission of Soliya, is strictly prohibited. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
5. Your Responsibilities and Acceptable Uses of the Soliya Network and Content Posted on the Soliya Website.
1. Interactions with Other Members.
You are solely responsible for your interactions with other Members. Soliya reserves the right, but has no obligation, to monitor your communications or disputes with other Members on the Soliya Network. Soliya may take any action that Soliya feels may be appropriate in its sole discretion, consistent with the terms of this Agreement, including the termination of the membership of one or more Members.
2. Content Posted on the Soliya Network.
You are solely responsible for the Content that you provide in your profile, transmit to other Members, or Post on or through the Soliya Network, and any material or information that you transmit to other Members. Please choose carefully the information you Post on the Soliya Network and that you provide to other Members. Content is not reviewed by Soliya prior to Posting and does not reflect the opinions or policies of Soliya. The following is a partial list of the kind of Content that is illegal or prohibited to Post on or through the Soliya Network. Soliya has the right, but not the obligation, to investigate and take appropriate legal action against violations of this provision which are brought to our attention, including without limitation, removing the offending communication from the Soliya Services and terminating the membership of violators. Prohibited Content includes, but is not limited to Content that:
1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. harasses or advocates harassment of another person;
3. exploits people in a sexual or violent manner;
4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
5. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, harmful, obscene, inflammatory, defamatory or libelous;
6. promotes or constitutes any illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or video or links to pirated music or video files;
7. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” “spamming;” or harvesting or collecting of email addresses or other contact information of others for sale or any other misuse of such information;
8. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
9. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
10. solicits passwords or personal identifying information for commercial or unlawful purposes from other Members;
11. involves commercial activities, promotion and/or sales without Soliya’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
3. Prohibited Activities
Soliya reserves the right to investigate and take appropriate legal action against anyone who, in Soliya’s sole discretion, violates this provision, including without limitation, reporting such persons to law enforcement authorities. The kinds of activities that are illegal or prohibited on the Soliya Website or through your use of the Soliya Services include, but are not limited to:
1. Criminal or tortious activity;
2. Covering or obscuring the banner advertisements on your personal profile page, or any Soliya page via HTML/CSS or any other means;
3. Any automated use of the system, such as using scripts to publish posts or send comments or messages;
4. Interfering with, disrupting, or creating an undue burden on the Soliya Services or the networks or services connected to the Soliya Services;
5. Attempting to impersonate another Member or person;
6. Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
7. Selling or otherwise transferring your profile;
8. Using any information obtained from the Soliya Services in order to harass, abuse, or harm another person;
9. Using the Soliya Network for commercial endeavors or displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Soliya Services on behalf of that person, such as placing commercial content on your profile, posting blogs with a commercial purpose, or sending private messages with a commercial purpose; or
10. Using the Soliya Services in a manner inconsistent with any and all applicable laws and regulations.
4. Our Copyright Policy.
You may not Post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior consent of the owner of such proprietary rights. Soliya reserves the right to terminate the membership privileges of any Member who infringes the copyright rights of others.
Soliya abides by the federal Digital Millennium Copyright Act (“DMCA”) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. If you have reason to believe that any infringing of the right(s) owned by you or someone else, for whom you have authority to act, please follow the notice and takedown procedures described below. As part of our response, we may remove or disable access to material residing on this website that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may make a counter notification, also in accordance with the DMCA.
Before serving either a notice of infringing material or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Soliya’s rights and obligations under the DMCA and, in particular, section 512(c), and do not constitute legal advice.
Notice of Infringing Material
To file a notice of infringing material on this website, please provide a notification containing the following details:
1. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, URL);
2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
3. Your contact information so that we can contact you (for example, your address, telephone number, email address);
4. A statement that you have a good faith belief that the use of the material identified in (2) is not authorized by the copyright owner, its agent, or the law;
5. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
6. Your physical or electronic signature.
You must send this notice by mail, fax, or email to:
25 Washington Street
Brooklyn, New York 11201
Attn: Gabriel Koehler-Derrick
If material that you have posted to this website has been taken down, you may file a counter-notification that contains the following details:
1. 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 disabled;
2. A statement, 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 in question;
3. Your contact information so that we can contact you (for example, your address, telephone number, email address);
4. A statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Soliya may be found and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above;
5. Your physical or electronic signature.
You must send this notice by mail, fax, or email to:
25 Washington Street
Brooklyn, New York 11201
Attn: Gabriel Koehler-Derrick
5. Security and Your Obligations Regarding Your Password.
Although we will take reasonable measures to protect your information and Content, please be aware that no security measures are perfect or impenetrable. Hardware or software failures, unauthorized use, hacking, unlawful conduct, actions of third parties, and other factors may lead to a security breach. We cannot control the actions of other Members or third parties. Therefore, we cannot and do not guarantee that the Content you Post on the Soliya Network or information that you provide to Soliya will not be viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures contained on the Soliya Network. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to anyone else. You agree to notify Soliya immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account and for any actions that take place using your account.
6. Our Disclaimers to You.
The Soliya Services are provided “AS-IS” and as available and Soliya expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Soliya cannot guarantee and does not promise (i) any specific results from use of the Soliya Services; or (ii)that the soliya services, software and other materials on the soliya website shall be error-free, or free of all viruses or other harmful components.
The Soliya Website may be temporarily unavailable from time to time for maintenance or other reasons. Soliya is not responsible for any technical malfunctions, conduct of any Members (whether online or offline), third party Content of any kind appearing on the Soliya Website, or incorrect or inaccurate Content Posted on the Soliya Website or in connection with the Soliya Services, whether caused by Members of the Soliya Network or by any of the equipment, communications, viruses, network failure or programming associated with or utilized in the Soliya Services.
Content created or Posted by Members or otherwise available on the Soliya Website may contain links to other websites. Soliya is not responsible for the Content or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Soliya.
Inclusion of any linked website on the Soliya Network does not imply approval or endorsement of the linked website by Soliya. When you access these third party sites, you do so at your own risk.
Under no circumstances shall Soliya be responsible for any loss or damage, including personal injury or death, resulting from use of the Soliya Services, attendance at a Soliya event, from any Content Posted on or through the Soliya Services, or from the conduct of any Members or users of the Soliya Services.
7. Limits on Our Liability to You.
EXCEPT AND ONLY TO THE EXTENT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL SOLIYA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF SOLIYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOLIYA'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SOLIYA FOR THE SOLIYA SERVICES DURING THE TERM OF MEMBERSHIP.
Any Member (other than Facilitators) may terminate its membership at any time, for any reason, by sending an email to firstname.lastname@example.org. Soliya reserves the right to terminate your membership at any time, without warning or prior notice. Facilitators may terminate the Agreement by giving Soliya 1 week prior written notice. Soliya may terminate the membership of any Facilitator, at its discretion without giving any prior notice or warning.
9. Your Obligation to Indemnify Us.
You agree to indemnify and hold Soliya, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your: (a) use of the Soliya Services in breach or violation of any term of this Agreement; (b) your violation of any law or regulation; (c) breach of any of your representations to us; or (d) Content you Post.
10. Governing Law.
If there is any dispute about or involving the Soliya Services, you agree that the dispute shall be governed by the laws of the State of New York, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the City of New York USA.
YOU AND SOLIYA AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, THE SOLIYA WEBSITE AND/OR THE SOLIYA SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that you have infringed upon or violated or threatened to infringe upon or violate Soliya’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the above terms and conditions regarding acceptable uses of the Soliya Network, you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SOLIYA SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Soliya Website and/or the Soliya Services be instituted more than three (3) years after the cause of action arose.
12. Additional Terms for Facilitators.
1. Obligations Regarding the Information Disclosed by Soliya.
2. Facilitation Training Guide.
Facilitators must comply with the Facilitation Training Guide (“Guide”), as amended from time to time, and participate in the training provided by Soliya as well as any other rules or restrictions that may be imposed by Soliya from time to time. The Guide is deemed to be a part of this Agreement and compliance with the Guide is a material term of this Agreement. Failure to participate in the training or to comply with the Guide may result in the termination of a Facilitator’s membership. Please contact us at email@example.com if you have not received a copy of the Guide and / or other training materials.
3. Other Restrictions.
Facilitators are prohibited from forming sub-groups within the Soliya Network or using other Soliya Services, Soliya Content, or Soliya resources to form unauthorized groups or discussions in competition with Soliya. By assenting to this Agreement you also warrant that you will not use any of Soliya’s trademarks or copyrighted materials in a manner which will compete with Soliya or in any other manner that is not expressly permitted under this Agreement.
4. Status as Independent Contractors/Volunteers, not Employees of Soliya.
With the exception of a few employees of Soliya who also perform the role of Facilitators and have a separate employment contract with Soliya (“Employee Facilitators”), Facilitators (other than Employee Facilitators) are not employees or agents of Soliya, but rather independent contractors and volunteers. A Facilitator’s (other than Employee Facilitators’) participation in the Soliya Network creates no relationship of employment, agency, joint venture or partnership with Soliya. The Services of such Facilitators (other than Employee Facilitators) are free and voluntary and without salary, compensation or reimbursement of any kind. By assenting to this Agreement, Facilitators (other than Employee Facilitators) agree not to represent themselves as an employees or agents of Soliya in any capacity.
1. U.S. Export Controls.
Software that may be available in connection with the Soliya Services (the “Software”) is subject to United States export controls. No Software may be downloaded from the Soliya Network or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
2. Modification to the Services.
Soliya reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Soliya Services with or without notice. You agree that Soliya will not be liable to you or to any third party for any modification, suspension or discontinuance of the Soliya Services.
3. Assignment of Membership.
Your membership is not transferable or assignable.
4. Entire Agreement; Waiver; Headings; and Severability.
5. How to Contact Us.