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User Agreement

Last Updated: January 10, 2023

This User Agreement (“Terms” or “Agreement”) constitute an agreement between you (“you” or the “user”) and The Chronicle of Higher Education, Inc. and its affiliates (collectively “The Chronicle,” “we,” “us,” or “our”). By accessing our websites, hhttps://www.chronicle.com/, https://jobs.chronicle.com/, https://hire.chronicle.com, https://projects.chronicle.com, https://sponsored.chronicle.com/, https://aldaily.com/, https://www.philanthropy.com/, https://jobs.philanthropy.com/, https://hire.philanthropy.com/, and https://sponsored.philanthropy.com/ (the “Sites”), customer accounts, blogs, social media sites, email, and mobile advertising programs, and all related content, promotions, programs and services available through the same (collectively and individually, the “Services”), you signify that you have read, understand, and agree to be bound by these Terms, including the arbitration provision and class action waiver. If you do not agree to these Terms, you may not access or use the Services.

The Services may be accessible via Sites or applications, whether owned and/or operated by us or third parties, including without limitation, through our Sites. Please read these Terms carefully. You should print a copy of these Terms for your records.

ARBITRATION NOTICE:

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, AND UNLESS YOU OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND THE CHRONICLE OR OTHER PARTIES DESCRIBED HEREIN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

Your Information and Disclosure to Third Parties

The Chronicle has made a commitment to protecting the privacy of those who use the Services. Please review our Privacy Policy. Our Privacy Policy is incorporated by reference in these Terms. By using the Services, you are consenting to and agreeing to be bound by the Privacy Policy.

When you use the Services, you consent to receive communications from us electronically via the Services, email, or otherwise. You agree to provide accurate, current, and complete information about yourself when you use the Services and to update such information while you continue to use the Services.

Account Registration

You may be given the opportunity to register to create a user account (“Your Account”). By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information on the Services so that it remains current, complete and accurate. During the registration process, you may be required to choose a user name and enter your email address. You acknowledge and agree that The Chronicle may rely on this email address or user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) and/or password(s), if any. You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms. You agree to notify us of any unauthorized use of the Site of which you become aware.

Any conduct that in our sole discretion restricts or inhibits anyone else from using or enjoying the Services will not be permitted. We reserve the right in our sole discretion to remove or edit any content and to terminate Your Account for any reason.

Mobile Devices

If you use a mobile device to access the Services optimized for mobile-viewing, or use a mobile application, the following additional terms and conditions (“Mobile Terms”) also apply to you. Your access to the Services via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms.

You may opt in to receive SMS text messages on your mobile device. Your consent is not required as a condition of purchasing any goods or services from us. Data obtained from you in connection with this text messaging service may include your mobile phone number, your carrier’s name, and the date, time, and content of your messages and other information you provide to The Chronicle as part of this service. We may use this information to contact you and provide services you request from us.

The Chronicle will not be liable for any delays in the receipt of any text messages. Delivery is subject to effective transmission from your network operator. You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Services. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details.

Eligibility

You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Sites or our Services; (c) will only provide us with true, accurate, current and complete information if you register for an account—if we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services (or any portion thereof); and (d) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.

Personal Use Only

The Chronicle grants you a revocable, nonexclusive, and non-transferable 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.

Permitted Uses

We would like your access to the Site to be useful and convenient. Subject to the terms and conditions of this Agreement and provided that you maintain all copyright and other notices contained therein, you may download items of content on the Site for personal, non-commercial use during the term of this Agreement, except in any instance where we have expressly restricted the access to or copying of such materials. Storing or copying of any Site content for any reason other than personal use is expressly prohibited without prior written permission from The Chronicle or from the copyright holder identified in the copyright notice contained in the content. If you have a question as to whether a proposed use or copying of the content is permitted, please send reach out using the information in the “Contact Us” section below, and we will try to accommodate your request.

Use of Information and Materials

The information and materials contained on the Services, and these Terms, policies, and descriptions on the Services, are subject to change. You accept sole responsibility for all of your activities using the Services. Your use of the Services is limited to the intended function of the Services. Unauthorized use of the Services and systems, including but not limited to unauthorized entry into our systems or misuse of any information posted on the Services, is strictly prohibited. You may not use the Services in a manner that:

  • harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights);
  • uses the Site to upload, transmit, or otherwise distribute any content that is unlawful, infringing of intellectual-property rights, including without limitation The Chronicle’s copyright protections, defamatory, harassing, discriminatory, abusive, sexually explicit, or violent, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by The Chronicle;
  • is unlawful, fraudulent, or deceptive;
  • uses technology or other means to access content or systems of The Chronicle in a manner that we do not authorize;
  • modifies, decompiles, creates derivative work(s) of, disassembles, retransmits, resells, distributes, compiles, broadcasts, sublicenses, mirrors, frames, rents, or otherwise uses in any manner not expressly permitted herein, the Services or any of its content;
  • uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access our content or systems;
  • uses “robots” or “spiders” or other automated devices or manual processes to monitor or gather any data from the Services or its users; create course books or educational materials using any of the Services’ content;
  • attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
  • attempts to gain unauthorized access to our computer network or user accounts;
  • encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
  • violates these Terms or any of our other policies;
  • attempts to damage, disable, overburden, or impair our servers or networks;
  • fails to comply with applicable third-party terms; or
  • constitutes any other inappropriate conduct, as determined by us in our sole discretion.

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.

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, sub-licensable, 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 the 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.

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 Digital Millennium Copyright Act, 17 USC Section 512 et seq. (“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.

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, sub-licensable, royalty-free, fully paid-up license to use such Feedback without restriction.

System Outages, Slowdowns, and Capacity Limitations

At times you may experience difficulty accessing the Services or communicating with The Chronicle through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems. Any computer system or other electronic device, whether it is yours, an Internet service provider’s, or ours, can experience unanticipated outages or slowdowns or have capacity limitations. We are not responsible for failure or delay of performance caused by such problems.

Security

The Chronicle takes reasonable security measures to safeguard the Services. However, The Chronicle makes no warranty whatsoever to you, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Services. You acknowledge and agree that you are solely responsible for maintaining the security of your devices and passwords. We are not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access. You are required to notify us of any unauthorized use of the Services by using the contact information in the “Contact Us” section below.

To protect the security of your information, we may require you to authenticate your identity (i.e., prove that you are who you say you are) when you use the Services.

Links to Other Websites and Services

The Services may contain links to outside services and resources, the availability and content of which we do not control. We are not responsible for examining or evaluating, and we do not warrant the offering of these services and resources or the content of these websites.

We do not assume any responsibility or liability for the actions, products, and content of these and any other websites. Any concerns regarding any such services or resources should be directed to the service or resource.

Paid Services

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 into 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 non-refundable. 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.

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 Advertising Terms and Conditions. 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.

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.

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.

Account Inactivity

After a period of account inactivity, to be determined by The Chronicle in its sole discretion, 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 help@chronicle.com, or if you have an account with us, you may cancel your account through the Privacy Settings page in your account (https://www.chronicle.com/account/privacysettings or https://www.philanthropy.com/account/privacysettings); provided, however, that a terminated account may continue to exist for several days or weeks 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.

Severability/No Waiver

If any provision of these Terms shall be deemed unlawful, void, or unenforceable for any reason, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

The Chronicle’s failure to enforce the strict performance of any provision of these Terms or the additional terms and conditions for any product or service will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms or the additional terms and conditions.

Limitation of Liability

To the maximum extent permitted by law, The Chronicle, and its subsidiaries, affiliates, officers, directors, employees, investors, and agents, will not be liable to you for any lost profits, revenues, financial losses, or any indirect, special, consequential, exemplary, or punitive damages of any kind. To the maximum extent permitted by law, the total liability of The Chronicle, and its subsidiaries, affiliates, officers, directors, employees, and agents, for any claim, cost, damage, or loss arising out of or relating to the Services, including for any warranties that may not be excluded, shall not exceed the lesser of the amount you paid to us during the twelve months prior to the event giving rise to the liability or $10.00 (ten dollars) (the “Liability Cap”). The Chronicle and you agree that the Liability Cap shall include all forms of damages.

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Disclaimers

THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CHRONICLE MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. THE CHRONICLE UNDERTAKES NO OBLIGATION TO UPDATE THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY THE CHRONICLE FROM TIME TO TIME WITHIN THE SERVICES.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE SERVICES, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

NOTHING IN THE SERVICES SHALL BE CONSTRUED AS LEGAL, FINANCIAL, MEDICAL, OR OTHER ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.

Indemnification

You will defend, indemnify, and hold us harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Services or violation (or alleged violation) of these Terms. Under no circumstance will we be liable for damages of any kind that result from your use of, or the inability to use, the Services.

Termination

We may terminate or suspend your access to the Services, delete your account and any content or information or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) if you violate these Terms, effective immediately, which may result in the forfeiture and destruction of all information associated with you and your activities in connection with the Services. We may also terminate your account without cause for convenience upon written notice. If you wish to terminate your account, you may do so by following the instructions on the Services. Any fees paid hereunder are non-refundable. In the event of termination, you will still be bound by your obligations under these Terms. We reserve the right to retain and use data associated with Your Account after termination to the extent permissible by law.

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, pandemics, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, supply chain challenges, wars, or governmental restrictions.

Changes

You are responsible for reviewing these Terms regularly. The Chronicle reserves the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Services, these Terms, or any of our policies related to use of the Services. We will not amend the Arbitration Provision or Class Action Waiver, described below, in a manner that adversely affects your rights or responsibilities in a material manner unless we give you a right to reject the amendment and/or the Arbitration Provision and Class Action Waiver in its entirety. Revisions to these Terms or our policies may be provided through the Services, including by posting the revisions on the Services and updating the “Last Updated” date. Such revisions will go into immediate effect once posted to the Services. Continued use of the Services following such modifications to the Services, these Terms, additional terms and conditions for any service, or our other policies will constitute your acceptance of such modifications and revisions.

ARBITRATION PROVISION AND CLASS ACTION WAIVER (“the Arbitration Provision”)

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF USE.

Agreement to Arbitrate. Except as otherwise explicitly provided in this Arbitration Provision, The Chronicle, together with their parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Transaction Parties”) and you can elect to resolve any past, present, or future dispute or claim (“Dispute”) arising from or relating in any way to (i) the use of the Services, (ii) these Terms of Use, or (iii) the relationship between you and any Transaction Party in connection with any of the foregoing that cannot be resolved directly between you and a Transaction Party, by binding arbitration under the Consumer Arbitration Rules (“the Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with the use of the Site or any of the foregoing on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in the same proceeding or a related proceeding.)

“Dispute” Defined. Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims which arose before the date of your use of the Services, including, but not limited to, any dispute or claim arising before the date you accessed this Site or agreed to these Terms of Use and any dispute or claim relating to (by way of example and not limitation): (i) the use, denial, or termination of the Services and/or the events leading up thereto; (ii) any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Transaction Party; (iii) any product or service provided by or through a Transaction Party or third parties in connection with the use of the Services or the relationship between you and a Transaction Party and any associated fees; (iv) a Transaction Party’s use or failure to protect any personal information you give a Transaction Party in connection with the use of the Services or your relationship with the Transaction Party; (v) enforcement of any and all of the obligations a party may have to another party in connection with the use of the Services or agreement governing the same; or (viii) compliance with applicable laws and/or regulations.

Exceptions to “Dispute”. Notwithstanding any of the foregoing: (i) disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about these Terms of Use or your agreements governing the use of the Services or with Transaction Parties as a whole are for an arbitrator and not a court to decide; (ii) any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision; and (iii) any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected. Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

Governing Law. The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms of Use and any agreement governing the use of the Site. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

JURY TRIAL WAIVER. YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Arbitration Procedures. Either you or a Transaction Party can initiate arbitration through the AAA or by filing a motion to compel arbitration of claims filed in court. Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If the AAA cannot serve and we cannot agree on a substitute, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and the procedures specified in this Arbitration Provision. Any arbitrator must be a practicing attorney with ten or more years of experience practicing law or a retired judge. Any arbitration will be governed by the then-current Consumer Rules, and its Procedures for the Resolution of Disputes through Document Submission (“Document Submission Procedures”). For more information about the AAA and its rules, you may contact the AAA at American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y. 10271, 1-800-778-7879, www.adr.org. The Document Submission Procedures are included in the Consumer Rules. The parties shall pay filing, administrative and arbitrator fees in accordance with the Consumer Rules. If you cannot afford to pay your share of the fees and cannot obtain a waiver from the AAA, you can make a written good faith request for a Transaction Party to pay or advance such fees. Each party will bear the expense of its own attorneys, experts and witnesses, regardless of which party prevails, unless applicable law, these Terms of Use or an applicable agreement gives a party the right to recover such expenses from the other party. If the arbitrator determines that any party’s claim or defense is frivolous or wrongfully intended to oppress or harass the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party if such sanctions could be imposed under Rule 11 of the Federal Rules of Civil Procedure. The arbitration will be conducted by a single arbitrator solely based on written submissions and will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic, video, or in-person conference or hearing is necessary based on the request of one or more of the parties. If an in-person hearing is necessary, it will be held in the federal judicial district in which you reside or at another location that is reasonably convenient to all parties.

CLASS ACTION WAIVER. You and the Transaction Parties each agree that if arbitration of a Dispute is elected, the Dispute will be resolved in arbitration (not in court) only on an individual basis and not as a class, collective or other representative action. To the fullest extent permitted under the FAA: (a) no arbitration will be joined or consolidated with any other unless all parties otherwise agree in writing; (b) there is no right or authority for any Dispute to be arbitrated on a class-action, collective action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Transaction Parties and/or you individually.

Miscellaneous; Conflicts. Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision. If any portion of this Arbitration Provision is inconsistent with the Consumer Rules, with these Terms of Use, or your agreements governing the use of this Site, or with an arbitration provision in any agreement with a Transaction Party, this Arbitration Provision shall govern.

Survival; Severance. This Arbitration Provision shall survive termination of the Site or these Terms of Use or of any agreement into which you enter with a Transaction Party; and, further, you understand and agree that this Arbitration Provision applies not only to these Terms of Use but also to any subsequent agreement into which you enter with a Transaction Party. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that: (a) if the Class Action Waiver is limited, voided or found unenforceable with respect to a Dispute that does not seek public injunctive relief and that determination becomes final after all appeals have been exhausted, then this Arbitration Provision (except for this sentence) shall be null and void with respect to such proceeding. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (b) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated.

RIGHT TO OPT OUT: If you do not want this Arbitration Provision to apply, you must send us a signed notice within 30 calendar days of the date on which you electronically submit an application for a product or service offered by a Transaction Party through this site. You must send the notice in writing (and not electronically) to General Counsel, The Chronicle of Higher Education, Inc., 1255 23rd Street NW Suite 700, Washington DC, 20037. You must provide your name, address, telephone number, and state that you “opt out” of the Arbitration Provision. Opting out will not affect the other provisions of these Terms of Use or any other agreement governing the Site or with a Transaction Party. If you do not opt out, you will be bound by this Arbitration Provision in these Terms of Use and any other agreement governing a Service or with a Transaction Party. Please note that if you enter an agreement with a Transaction Party that contains a different arbitration provision with a right to opt out, opting out of this Arbitration Provision is not a rejection of the arbitration provision in the other agreement. You will need to separately opt out of the arbitration provision in the other agreement if you do not want it to apply.

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.

Miscellaneous Provisions

These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach hereunder shall be deemed to be a waiver of any preceding or subsequent breach. The section headings used herein are for convenience only and shall not be given any legal import.

Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms.

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. 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.

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.

We may assign its rights and duties under these Terms to any party at any time without notice to you.

Contact Us

If you have any questions regarding the Services or these Terms, please feel free to send us an email at help@chronicle.com.