Welcome to www.interfolio.com (the “Site”), a website owned and operated by Interfolio, Inc. (“Interfolio,” “us,”  “we” or “our”). We offer a platform to support faculty and institutions with the nuanced, complex challenges around academic hiring, review, tenure, and promotion, as well as faculty activity reporting. .  We take the information you provide us and offer a number of related services (“Services”).  By using this Site and our Services you agree to these Terms of Use (and are referred to herein as “you” and “your”).  If you do not wish to agree to the Terms of Use you are not authorized to access this Site or to use the Services and must cease using this Site and the Services immediately.

The following terms and conditions (the “Terms of Use”) form a binding agreement between you and us. Please review the following terms carefully. Each time you access the Site or use the Services, you are agreeing to be bound by these terms, regardless of the type of User you are (defined in Section 1 below).  If you are an Account Administrator or Recipient User, you: (i) represent that you have the authority to enter into these Terms of Use on behalf of the Institutional Customer or Recipient on whose behalf you use the Services and (ii) agree that the terms “you” and “your” in these Terms of Use refer to the Institutional Customer or Recipient —as well as to you personally; provided, however, that notwithstanding the foregoing, a Recipient or an Institutional Customer may also enter into a separate agreement with Interfolio regarding use of certain Services that specifically provides that such separate agreement, and not these Terms of Use, will apply to the Recipient.  In that case these Terms of Use will apply to you alone.  If you are not permitted by law or otherwise to make the foregoing representation or warranty, you must notify us in writing prior to using the Site and Services and you must cease access to the Site and Services as an Account Administrator or Recipient User immediately.  In addition, certain areas of the Site or Services may be subject to additional terms of use separately agreed to or otherwise posted within, adjacent to or linked to from such areas. Any such terms are incorporated into these Terms of Use unless otherwise set forth therein.

We may at our sole discretion change, add, or delete portions of these Terms of Use at any time. We will notify you of any material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email.  Changes to these Terms of Use, which may be made in our sole and exclusive discretion, will be effective upon acceptance of these Terms of Use for new subscriptions and effective for all existing Users thirty (30) calendar days after the posting of the new Terms of Use on the Site except those Candidates that directly paid an annual fee for use of the Services (excluding any Candidate that received a free account that was paid for indirectly by a Recipient), in which case such new Terms of Use shall not apply until the renewal, if any, of your account at the end of its then-current term.  It is your responsibility to check these Terms of Use for changes prior to use of the Site, and in any event your continued use of the Site following the posting of changes to these Terms of Use constitutes your acceptance of any changes.  You may reject any changes to the Terms of Use by ceasing all use of the Site and the Services.

1. OUR ECOSYSTEM. We have designed our Services to meet the needs of various types of users of our Site and/or our Services (collective, the “Users”). You may be any one or more of the following types of Users, depending on how you are using the Services at any particular time:

1. Visitor. A Visitor may browse the Site in accordance with these Terms of Use, but will not have access to our core Services without being a Registered User.
2. Candidate. A Candidate is a student, employee, faculty member, job applicant or other person who wish to manage their academic and professional credentials for their own benefit through our Services.  As a Candidate you may receive your account through an association with an Institutional Customer or you may join Interfolio without such affiliation.  Some of our Services designed for Candidates include the management of dossiers for our document transmission services (“Dossiers”). Dossiers may include among other things writing samples, transcripts, cover letters and letters of recommendations. Portfolios and Dossiers are explained in more detail below.
3. Recommender. We refer to an individual who has been asked to submit a letter of recommendation for a Candidate as a Recommender.  Recommenders utilize our Services by submitting letters of recommendation with our document management tags to us, via either: (i) postal mail; or (ii) via our portal by creating an account on our Site. Recommenders do not have to register to use our Service and may never log onto our Site if they elect to mail recommendations.
4. Account Administrator. An Account Administrator is a person assigned by an Institutional Customer or Recipient who manages the access for his or her Institutional Customer and authorizes other Account Administrators, as well as in certain cases assigns and manages accounts of Candidates associated with such Institutional Customer.
5. Institutional Customer.  An Institutional Customer is an entity (generally but not always a college or university) for whom Interfolio has agreed to provide Services to such entity as well as to Candidates associated with, or seeking to be associated with, such entity, which Services are managed by an Account Administrator.
6. Recipient.  A Recipient is an entity (generally but not always a college or university) that uses our Services to evaluate Dossiers and/or Portfolios and find potential employees or other persons to be otherwise associated with such entity.  An Institutional Customer may also be a Recipient as well when using our Services to evaluate Dossiers and/or Portfolios and find potential employees or other persons to be otherwise associated with such entity.
7. Recipient User. A Recipient User is personnel of a Recipient that uses the Services on behalf of a Recipient to receive and/or evaluate Dossiers and/or Portfolios and find potential employees for or other persons to be associated with the Recipient. and/or its affiliated entities.

We refer to all Users other than Visitors and Recommenders who submit recommendations solely through postal mail as “Registered Users”. To become a Registered User, you must provide your name and email address (either directly to us, or we may receive it from an Institutional Customer) and select a password (your email address and password, collectively your “Log-In Credentials”). You may not transfer or share your Log-In Credentials with any third parties, and you are solely responsible for maintaining the confidentiality of your Log-In Credentials. You acknowledge and agree that we rely on Log-In Credentials to know whether Registered Users accessing the Site and using our Services are authorized to do so. If someone accesses our Site or Services using your Log-In Credentials, you authorize us to rely on the Log-In Credentials and to assume that it is you who is accessing the Site and Services.  You are solely responsible for any and all use of your Log-In Credentials and all activities that occur under or in connection with your Log-In Credentials or account. You agree to be responsible for any act or omission on the Site or Services conducted under your Log-In Credentials.  You agree not to register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity (except if you are an Account Administrator, in which case you may register for another person to the extent permitted within the Services but you agree to never use the Log-In Credentials of another person).  You represent to us that all information in your account profile and the associated Dossiers and Portfolios is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete prior to each use of the Services. If we have a reasonable belief or suspicion that such information is not true, accurate, current, or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).

2. MANAGING DOSSIERS.

1. Dossiers. Candidates use our Services to help manage their academic information and other documents, including transcripts, letters of recommendation, and cover letters. Dossiers may include Confidential Personal Information submitted by other Registered Users about a Candidate.  Candidates can have Recommenders submit their letter of recommendation directly to us and we store them in the Candidate’s Dossier.  We understand the sensitive nature of this Confidential Personal Information.  In accordance with our Privacy Policy, Recommenders will not have the ability to revise information they have submitted about Candidates after such submission, but a Recommender can request that it no longer be used on behalf of the applicable Candidate.  Candidates will not be able to review a confidential recommendation directly from the Service that a Recommender has submitted unless the Recommender elects to permit it or disclosure is required by a governmental authority.  You hereby authorize us to make Dossiers available to the Account Administrators associated with you as a Candidate (e.g. the Harvard University Career Center will be able to see Harvard Student Dossiers) of the Candidate unless you opt out of such sharing through the Service.  A Dossier is a secondary source of document storage.  While we endeavor to employ industry standard systems to avoid any data loss, as between you and us it is your responsibility to ensure you have backup copies of all of the documents and information available through your Dossier.
2. Transmission of Dossiers. At the Candidate’s request, and subject to Candidate’s payment of any applicable fees, we will use reasonable efforts to transmit the Dossier or certain components thereof to Recipients selected by the Candidate. This transmission may be electronic or via courier or postal mail, based on the method selected by the Candidate and/or Recipient. We will provide you with tools to track and confirm delivery as reported by the applicable carrier.  You hereby authorize us to disclose your Dossier to any Recipient selected using your Log-in Credentials.  We do not control how any Recipients use the Dossier and have no responsibility for the copy of the Dossier after our transmission to a Recipient.  Notwithstanding the foregoing, we reserve the right to decline to transmit the Dossier to a specific Recipient, including if we believe such transmission would violate these Terms of Use or any applicable laws, in which case we will use reasonable efforts to promptly notify you of our decision.
3. Portfolios. Our Portfolio service allows you as a Candidate to create a website on the Service touting your achievements. You as a Candidate can put whatever you wish on your public, online Portfolio, including the same information as Dossiers; provided, however, that you will not be able to include Confidential Personal Information (as defined in our Privacy Policy that is a part of these Terms of Use) submitted by Registered Users other than Candidates (e.g., letters of recommendation) on your Portfolio.  Details of how Confidential Personal Information is used and disclosed is set forth in our Privacy Policy.
4. Upload. As described below, you will be able to upload certain information related to your Dossier to our Site and Services. Subject to your compliance with the terms and conditions of these Terms of Use, we will take commercially reasonable efforts to store and retain a copy of your Dossier and Portfolio to a server operated by Interfolio or our agents. You agree to upload your Portfolios and Dossier in compliance with our documentation for the Services. You hereby grant us a license to use, reproduce, access, view, modify and reformat without making any editorial changes to content, translate and distribute your Dossier and Portfolios, solely and to the limited extent necessary to perform our obligations hereunder and provide you the Services. This includes the right to distribute access to view your Dossier and Portfolios through the Services.  As between you and us, and without implying any transfer of ownership in third party materials such as letters of recommendation that are owned by their respective authors, you own all of your Dossier and Portfolio and are solely responsible for their content, as well as any of the content contained in your communications with other Registered Users.
5. Access. We will take reasonable efforts to restrict access to the Dossiers to Registered Users using their applicable Log-In Credentials who are authorized to view such information.  However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge that our Site and the Services are not invulnerable to all security breaches or immune from errors, viruses, security threats or other vulnerabilities.
6. Review. We do not ordinarily review, inspect, edit or monitor any Dossiers or components thereof, except as set otherwise provided herein (including the section titled “Verification” below). If we believe that a Dossier is being used for storage and distribution of any illegal material such as copyrighted content, we reserve the right to examine the content of the Dossier. We reserve the right to refuse, remove or disable access to any Dossier stored on our servers for any reason we deem necessary to protect the Services from disruption, reputational harm, or us from liability, or other reasons we deem reasonable, including that the Dossier or their storage is illegal or may violate these Terms of Use. WE TAKE NO RESPONSIBILITY FOR THE CONTENT OF ANY COMPONENT OF YOUR DOSSIER SUBMITTED ABOUT YOU BY SOMEONE ELSE, INCLUDING ANY CONFIDENTIAL PERSONAL INFORMATION THEREIN.  YOU AGREE THAT IF YOU FEEL YOU HAVE ANY CLAIM WITH RESPECT TO SUCH CONTENT, YOU WILL TAKE UP SUCH CLAIM, AS BETWEEN US AND SUCH OTHER PERSON, SOLELY WITH RESPECT TO SUCH OTHER PERSON.
7. Verification. We may, but are not obligated to, review individual confidential documents that comprise Dossiers as is reasonably necessary to provide the Services, including to ensure their placement in the correct Dossier, the quality of the file itself (e.g., it was scanned clearly) and that they are current (i.e., an old version from ten years ago was not mistakenly sent), or in connection with any claim of a criminal, fraudulent or similar act. We do not review the documents to evaluate the quality of the content contained in them. Though we use commercially reasonable efforts when we chose to provide these verification Services, we cannot and do not guarantee the results of our verification services. We do not make any representations or warranties about the effectiveness of those Services. As between you and us, it is your responsibility as a User to provide any and all verification and quality control for any non-confidential documents that you have submitted to the Dossier.

3. FEES. We may charge fees for Candidates to use and maintain Dossiers. As a Candidate, you agree to pay our then-current and applicable fees for Services where such fees are identified to you in advance of using the Service. Your use of certain Services may be limited to the restrictions established in your applicable plan (e.g., limitations on storage amounts). Interfolio charges and collects in advance for use of certain Services. Some Institutional Customers cover certain fees incurred by their students using certain Services as Candidates, but that may not apply to you and you acknowledge that you may be charged different rates than other Candidates.

1. Renewal. Both our Portfolio and Dossier services currently renew automatically. Upon renewal of your subscription for any of our Services you will be asked to pay our then-current renewal fees for such renewed subscription.
2. Non-Payment. You further agree that we may suspend your access to any Services if, at any time, you have not paid all fees that you owe to us. In the event we are unable to collect the fees you owe us, we may take any other steps we deem necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less.
3. Refunds. In the event of termination of a Service as described in Section 10, we may provide you with a refund of any pre-paid, but unused fees related to such Service, effective at the beginning of the next interval (month or year) of your Service in our discretion. No refund shall be paid for the current interval’s Services, regardless of the day on which you cancel the Services. We will issue the refund within 60 days of when your cancellation request is processed. You will not be entitled to any refund for our termination of the Services based upon your breach. Requested refunds for other fees or transactions on the site will be granted in our sole discretion.
4. Promotions. We may run promotional offers from time to time on the Site. The terms of any such promotion will be posted on the Site. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point.

4. OWNERSHIP. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Use. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel, or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, trade names, service marks, or logos (“Marks”) of Interfolio or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities. To the extent indicated, any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms of Use. Furthermore, any comments, ideas and/or reports about the Site or Services that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.

5. MODIFICATIONS TO THE SERVICES. We may, in our sole discretion, upgrade, enhance, change and modify the Services, including by discontinuing a Service or any aspect or feature thereto (collectively, “Modifications”). Any Modifications will be subject to these Terms of Use, and we will use reasonable efforts to provide notice of adverse and material changes to the Services by emailing you at the address provided when you register on the Site and/or by posting on the Site. It is your responsibility to periodically check the Site.

6. RULES REGARDING CONTENT. When you access the Site and/or Services, you obtain access to various kinds of information and materials, all of which we call “Content.” You are entirely responsible for each individual item of Content, Confidential Personal Information or Dossier component that you post, email, mail or otherwise make available on the Site or the Services (“Submitted Information”). As between you and us, you retain ownership and any intellectual property rights in any copyrighted materials that are contained in Submitted Information that you post to the Site or through the Services. You grant us a non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, under any and all of your copyright and other intellectual property rights related to the Submitted Information. If you are a Recommender and your Submitted Information is a recommendation(s), you agree that we may continue to use such recommendations after your death unless we are directed otherwise by the administrator of your estate in writing.  You may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at your own risk. We may, but are not obligated to terminate your access and/or remove Content from the Site if we determine or suspect that a Registered User or any Content violates the terms of these Terms of Use or the applicable agreement with the offending User(s). We take no responsibility for your exposure to Content on the Site or through the Services, even if it violates our content policies.

You agree that any Submitted Information or any derivative works thereof (other than your Dossier and Confidential Personal Information which may be disseminated, distributed, reproduced and used as otherwise described herein), may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by us, and searched, displayed, printed or otherwise used or exploited by our Users. You agree not to revise Content posted by others. Though we strive to enforce these rules with all of our Users, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at your own risk. We may, but are not obligated to terminate your access and/or remove Content from the Site if we determine or suspect that a Registered User or any Content violates the terms of these Terms of Use or the applicable agreement with the offending User(s). We take no responsibility for your exposure to Content on the Site or through the Services, even if it violates our content policies.

7. RESTRICTIONS. You represent and warrant that your Submitted Information will not:

• Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
• Violate the privacy, publicity, or other rights of third parties;
• Violate any other law, statute, ordinance or regulation, including laws regarding anti-discrimination and false advertising;
• Be false or inaccurate or becomes false or inaccurate at any time;
• Be or contain material that, other than in the context of a scholarly work, is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
• Disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
• Misrepresent your identity in any way;
• Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• Advocate or encourage any illegal activity; or
• Have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.

8. GENERAL RULES OF USER CONDUCT.  You agree not to, and represent and warrant that you will not, reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use of the Site or Services or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you, or do any of the following:

• Conduct or promote any illegal activities while using the Site or Services;
• Upload, distribute or print anything that may be harmful to minors;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
• Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use the Site or Services to generate unsolicited email advertisements or spam;
• Use the Site or Services to stalk, harass or harm another individual;
• Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);
• Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
• Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission;
• Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
• Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.

9. PRIVACY AND SECURITY. We know that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us. While there is no such thing as “perfect security” on the Internet, we will take reasonable steps to help ensure the safety of your personal information. However, you understand and agree that such steps do not guarantee that the Site and the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.

10. DURATION OF ACCESS. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. We may provide you refunds in our sole discretion, but we are in no event required to provide you a refund pursuant to Section 3(c) if we terminate these Terms of Use for your breach of these Terms of Use. Upon termination, you will no longer have the right to access or retrieve your Dossier or Portfolio. You acknowledge and agree that we retain the right to delete all of your Dossier and Portfolio upon non-renewal, termination, or expiration of your access to the Services and that it is solely your responsibility to seek another source for your credential management needs. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR DOSSIER OR PORTFOLIO. TERMINATION OF YOUR SUBSCRIPTION WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED THROUGH YOUR USE OF THE SITE OR ANY SERVICES, WHETHER SUCH OBLIGATION IS TO US OR A THIRD PARTY.

11. THIRD PARTY CONTENT AND OTHER WEBSITES. Content from other Registered Users, advertisers, and other third parties may be made available to you through the Site and/or the Services. Because we do not control such Content or any other content from Registered Users, you agree that we are not responsible for any such Content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and other third parties or violation of any third party rights related to such Content. The Site and Services may contain links to websites not operated by us. We are not responsible for the Content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, Content, nature or reliability of third party websites, products or Services accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. It is your responsibility to review the privacy policies and terms of use of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, Content, products, materials, or practices of any third party, including other Users.

12. DISCLAIMER OF WARRANTIES. WE MAY MAINTAIN REGULAR BACKUPS OF DATA TO RECOVER FROM ANY SOFTWARE/HARDWARE FAILURES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF USE.

13. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS THE SITE OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR, OR TAKE ANY APPROPRIATE ACTION REGARDING, DISPUTES THAT YOU MAY HAVE WITH ANY OTHER REGISTERED USERS.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE; OR (II) TEN DOLLARS (U.S. $10.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

14. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Interfolio and its affiliates, and its and their respective officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (i) any of your Content, Dossier or Submitted Information, (ii) your use of the Site or Services, (iii) your violation of these Terms of Use, (iv) your violation of any rights of any other person or entity, or (v) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.

15. COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site or Services;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by directing an e-mail to Copyright Agent at copyright@interfolio.com, by calling (877) 997-8807 or by writing to: Interfolio, Inc., 1400 K Street NW #1100, Washington, DC 20005, Attn: Copyright Agent.

16. ELECTRONIC COMMUNICATIONS. We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Use by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption. We are not responsible for these Communications not being delivered due to spam filters or incorrect or inactive email addresses.
17. GENERAL TERMS. You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and Interfolio will be governed by the laws of the District of Columbia, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in the District of Columbia. These Terms of Use are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Use constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. We may at our sole discretion change, add, or delete portions of these Terms of Use at any time. We will notify you of any material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email. Changes to these Terms of Use, which may be made in our sole and exclusive discretion, will be effective upon acceptance of these Terms of Use for new subscriptions and effective for all existing Users thirty (30) calendar days after the posting of the new Terms of Use on the Site except those Candidates that directly paid an annual fee for use of the Services (excluding any Candidate that received a free account that was paid for indirectly by a Recipient), in which case such new Terms of Use shall not apply until the renewal, if any, of your account at the end of its then-current term. It is your responsibility to check these Terms of Use for changes prior to use of the Site, and in any event your continued use of the Site following the posting of changes to these Terms of Use constitutes your acceptance of any changes. You may reject any changes to the Terms of Use by ceasing all use of the Site and the Services.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

18. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. All controversies, disputes, demands, counts, claims, or causes of action between you and Interfolio arising out of, under, or related to these Terms of Use or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

1. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms of Use, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
2. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
3. You and Interfolio must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Interfolio, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator’s ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR INTERFOLIO MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Interfolio will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (g) Interfolio also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Interfolio shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Interfolio customer; and (j) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.
4. Notwithstanding the foregoing, either you or Interfolio may bring an individual action in small claims court. In addition, if you are a user outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in the District of Columbia. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
5. With the exception of subparts (d) and (e) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (d) or (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Interfolio shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Interfolio shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.
6. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

19. SURVIVAL. Sections 4 through 20, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, Content provided by us, Our Technology and the Services, will survive the expiration or termination of these Terms of Use for any reason.

20. NOTICE; VIOLATIONS. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to help@interfolio.com or as otherwise expressly provided. Please report any violations of these Terms of Use to help@interfolio.com.

LAST UPDATED: September 1, 2019