1. Agreement Between Public Relations Society of America and User
This is a binding agreement ("Agreement") between the Public Relations Society of America ("PRSA") and you, the user ("You" or "Your") and governs Your use of all portions of www.PRSA.org ("PRSA's Website"), and any associated material or functionality contained on PRSA's Website. PRSA's Website is offered to You conditioned on Your acceptance, without modification, of the terms and conditions contained herein. By using PRSA's Website, You confirm Your acceptance of, and agree to be bound by, this Agreement and all such terms, conditions and notices.
PRSA reserves the right to change the terms and conditions of this Agreement from time to time as we deem appropriate. Such changes, modifications, additions or deletions shall be effective immediately upon posting unless otherwise indicated. PRSA has no duty or obligation to inform prior users of PRSA's Website that changes have been made, regardless of the scope and importance of the changes. You are responsible for regularly reviewing these terms and conditions. Your non-termination or continued use of PRSA's Website after changes are posted constitutes Your acceptance of this Agreement as modified by the posted changes. PRSA may change, restrict access to, suspend, or discontinue PRSA's Website, or any portion of PRSA's Website, at any time.
3. No Professional Advice
The information and materials available through PRSA's Website are for informational and educational purposes only and are not a substitute for the professional judgment of legal, financial or health care professionals. The medical, scientific, legal, reimbursement and general information included on PRSA's Website may reflect innovations and opinions not universally shared and does not necessarily reflect the view of PRSA. Your use of PRSA's Website does not create an attorney-client or doctor-patient relationship between you and PRSA or between you and any of PRSA's employees or representatives.
USE OF THE INFORMATION CONTAINED ON PRSA'S WEBSITE REQUIRES THE INVOLVEMENT OF TRAINED INDIVIDUALS AND YOUR RELIANCE UPON INFORMATION AND MATERIALS OBTAINED BY YOU AT OR THROUGH PRSA'S WEBSITE OR FROM PRSA'S STAFF IS SOLELY AT YOUR OWN RISK. PRSA HAS NO CONTROL OR RESPONSIBILITY FOR YOUR USE OF THE INFORMATION OR MATERIALS PROVIDED ON PRSA'S WEBSITE AND HAS NO KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH SUCH INFORMATION MAY BE USED BY YOU. THE PARTIES AGREE THAT PRSA IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND PRSA DOES NOT PROVIDE LEGAL ADVICE. YOUR USE OF THE INFORMATION PROVIDED ON PRSA'S WEBSITE IS NOT A SUBSTITUTE FOR LEGAL ADVICE OR PROFESSIONAL MEDICAL JUDGMENT.
4. Privacy Statement
5. Usage of PRSA's Website
You represent and warrant to PRSA that You will not use PRSA's Website (i) for any unlawful purpose or in any manner prohibited by this Agreement or (ii)in any manner which could damage, disable, overburden or impair PRSA's Website or interfere with any other party's use and enjoyment of PRSA's Website.
Violate any applicable laws or regulations;
Send, publish, post, upload, distribute or disseminate any information that may violate antitrust law, including without limitation past, current, or future fees; fee discounts provided; terms of credit; price and pricing information; inventories; commission information; profit information, including what is a reasonable or fair profit margin;
Upload information that contains material protected by intellectual property laws, including without limitation material protected by patent, copyright, trademark (such as PRSA's logo), or trade secrets, or by rights of privacy of publicity unless You own or control the rights thereto or have received all necessary consents;
Falsify or delete author attributions, legal or other proper notices or proprietary designations indicating the origin or source of information that is uploaded or downloaded from PRSA's Website;
Send, publish, post, upload, distribute or disseminate any inappropriate, threatening, abusive, profane, defamatory, infringing, obscene, indecent, or otherwise objectionable materials, or any materials which encourage conduct that would constitute a criminal offense, give rise to civil liability or violate any law, or contain any advertising or any solicitation with respect to products or services;
Harass, abuse, threaten or otherwise violate any legal rights of others;
Attack, ridicule, denounce, impugn a person's character, or impute immoral or dishonorable attributes to members on the basis of race or ethnicity, gender, age, religion, national origin, disability, or sexual orientation;
Upload viruses, corrupted files or any other software or information that may damage the operation of another's computer or network;
Use PRSA's Website for commercial purposes, including, but not limited to, advertisements, promotions, offers to buy or sell goods or services, surveys, contests, pyramid schemes, or sponsorship banners;
Use PRSA's Website to forward chain letters;
Violate any of PRSA's policies, guidelines or other codes of conduct which are applicable to PRSA's Website or in particular to one of PRSA's Web Services;
Reproduce, re-transmit or re-present in any form, in whole or in part, any content, programming code, images or graphics without express written permission of PRSA;
Frame, squeeze back, overlay or employ other techniques to enclose or display the PRSA Website, or any trademark, logo, content or other proprietary information (including images, text, page layout, or form) included on the PRSA Website, with any other software or content of a third party;
Use any meta tags or any other "hidden text" utilizing the names or trademarks of PRSA without its prior written consent;
Access, monitor or copy any content or information of this Website using any "robot", "spider", "deep link", "scraper" or other automated means, methodology, algorithm or device or any manual process for any purpose; or
Violate any of PRSA policies, guidelines or other codes of conduct.
PRSA has no obligation to screen or monitor PRSA's Website; however, PRSA reserves the right to review information or materials posted to PRSA's Website, to remove any such information or materials in its sole discretion, and to use any other forms of information available to us by virtue of Your use of PRSA's Website. PRSA reserves the right at all times, in its sole discretion, to refuse to post, delete, move, edit or to remove any information or materials from PRSA's Website, including without limitation any information or materials posted through use of PRSA's Website, regardless of whether such material does or does not violate this Agreement or any of PRSA's policies, guidelines, or other codes of conduct which are applicable to PRSA's Website or in particular to one of PRSA's Web Services.
PRSA DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY PORTION OF PRSA'S WEBSITE, AND PRSA SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO PRSA'S WEBSITE. PRSA DOES NOT ENDORSE OR OTHERWISE VERIFY THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION PROVIDED ON PRSA'S WEBSITE UNLESS IT IS PROVIDED BY AN AUTHORIZED PRSA SPOKESPERSON. ANY STATEMENTS MADE ON PRSA'S WEBSITE REFLECT ONLY THE VIEWS OF THEIR AUTHORS, AND YOUR RELIANCE ON ANY SUCH CONTENT IS AT YOUR OWN RISK. PRSA'S WEBSITE WILL BE MANAGED OR HOSTED BY EITHER EMPLOYEES OR MEMBERS OF PRSA, WHO ARE NOT AUTHORIZED PRSA SPOKESPERSONS, AND THEIR VIEWS OR ACTIONS IN MANAGING OR HOSTING PRSA'S WEBSITE DO NOT NECESSARILY REFLECT THOSE OF PRSA.
6. Accounts, Passwords and Security
Certain features or services offered on or through PRSA's Websites require a user identification and password to access and use, and certain services may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the user identification, passwords and codes ("Member Information") assigned to You; (2) charges, damages or losses that may be incurred or suffered as a result of Your or Your personnel's failure to maintain the strict confidentiality of Member Information; and (3) promptly informing PRSA in writing of any need to deactivate or replace any Member Information due to security concerns. PRSA is not liable for any harm related to the theft of Your Member Information, Your disclosure of Your Member Information, or Your authorization to allow another person or entity to access and use the Members Only Site using Your Member Information. You agree to notify PRSA immediately as soon as You become aware of any unauthorized use of Your Member Information. Notice to PRSA under this section of the Agreement may be accomplished by sending e-mail to webmaster@PRSA.org or by conventional mail to:
[CONTACT MAILING ADDRESS]
7. Product Information and Warranties
At PRSA we advertise and offer for sale our products and other third-party products. Unless indicated otherwise, most products and services featured on the site are available directly from or through PRSA's Website. PRSA has made a conscientious effort to display and describe its products and services on PRSA's Website accurately so that You may preview their design and use; however, PRSA cannot and does not warrant or guarantee the accuracy or completeness of the information, including prices, product images, specifications, fitness for use, reliability, availability and services. Products and services provided by third parties are the responsibility of the manufacturer or provider of those services.
If a product offered by PRSA on PRSA's Website is not as described, your sole remedy is to return it pursuant to our Quality Guarantee. Warranty information regarding any products and services featured on PRSA's Website is available at no cost to You by e-mailing the PRSA [DEPARTMENT] Department at actioncenter@PRSA.org, or by writing to:
RECEIVING AN ORDER ACKNOWLEDGEMENT VIA E-MAIL DOES NOT GUARANTEE THE ACCEPTANCE OF AN ORDER. PRSA RESERVES THE RIGHT TO LIMIT THE QUANTITY OF ITEMS ORDERED AND/OR REFUSE TO SELL TO ANY CUSTOMER.
ALL ITEMS PURCHASED FROM PRSA ARE MADE PURSUANT TO A SHIPMENT CONTRACT. THIS MEANS THAT THE RISK OF LOSS AND TITLE FOR SUCH ITEMS PASS TO YOU UPON OUR DELIVERY TO THE CARRIER.
8. Copyright and Trademark Ownership, Notices and Infringement
All contents of PRSA's Website are: Copyright ©1997-2018 PRSA. All rights reserved.
PRSA's Website and the content displayed on PRSA's Website and all software, data and information used to provide PRSA's Website, including text and images, method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, patents, and other intellectual property rights therein or thereto, are owned and are proprietary to PRSA, its affiliate and licensees and are protected by the copyright laws of the United States and other countries. The compilation of the content on PRSA's Website is the exclusive property of PRSA and is protected by the copyright laws of the United States and other countries.
PRSA does not claim ownership of the individual materials or information You may provide to PRSA, including without limitation feedback, suggestions, posts, uploads, inputs, or submissions (collectively, a "Submission") to PRSA's Website. However, if You provide a Submission, You: Represent and warrant that You own or otherwise control all of the rights to Your Submission including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the Submission and license or sublicense the Submission; and
Grant PRSA, its affiliated entities and necessary sublicensees a nonexclusive, irrevocable, worldwide, sublicensable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, display, edit, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any way now known or in the future discovered, such Submissions (or any content or materials contained therein), including without limitation the rights to publish Your name in connection with Your Submission. PRSA will not pay You compensation with respect to the use of Your Submission.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from PRSA's Website, without the prior written permission of PRSA. Please refer to the copyright statement for further information and for details on requesting permission to reuse our content.
PRSA grants You the limited and nonexclusive right and license to access or download content from PRSA's Website solely for Your personal and non-commercial use and as necessary in connection with the use of any services available through PRSA's Website. Except as expressly authorized in this Agreement, You may not modify, distribute, reproduce, display, or use PRSA's Website or any elements thereof. All rights not expressly granted to You by us in this Agreement are reserved to PRSA and You acknowledge that You do not acquire any ownership rights by accessing or downloading copyrighted material from PRSA's Website as authorized hereunder.
Any rights not expressly granted herein are reserved.
Nothing in this Agreement or its performance shall grant You any right, title, interest, or license in or to PRSA's names, logos, logotypes, trade dress, designs, or other trademarks.
Trademarks: [LIST TRADEMARKS]
Any rights not expressly granted herein are reserved.
Repeat Infringer Policy and Copyright Complaints:
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law PRSA has adopted a policy of terminating, in appropriate circumstances and in PRSA's sole discretion, accounts deemed to be repeat infringers. PRSA may also, in its sole discretion, limit access to PRSA's Website and/or terminate any account used in connection with the infringement of any intellectual property rights, whether or not there is repeat infringement. If you believe that any user of PRSA's Website or any account holder has engaged in repeat infringement of your copyrighted materials on or in connection with PRSA's Website, you may provide our designated agent with information about your allegations of repeat infringement.
If you believe in good-faith that anything on PRSA's Website infringes any copyright that you own or control, you may file a written notification of alleged copyright infringement with our designated agent that contains the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of a right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website;
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, and information reasonably sufficient to permit PRSA to locate the material;
Information reasonably sufficient to permit PRSA to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The alleged infringer may provide our designated agent with a proper counter-notification. To be effective, the counter-notification must be a written communication that includes the following information:
The counter-notifying party's physical or electronic signature;
Identification of the material that has been removed or disabled and the location where the material was before its removal or disablement;
A statement, under penalty of perjury, that the party has a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
The counter-notifying party's name, address, phone number, and a statement that the party consents to the jurisdiction of a Federal District Court for the District of Maryland; and
A statement that the counter-notifying party will accept service of process from the person who provided PRSA with notification or an agent of such a person.
Notifications and counter-notifications may be sent to our designated agent, [PRSA signatory], at the following address: webmaster@PRSA.org.
If you would prefer to mail your notification or counter-notification to our designated agent, you may use the following address:
[NOTICE CONTACT ADDRESS]
9. Links to Third Party Websites
PRSA's Website may contain links to third party websites. The third-party websites are not under the control of PRSA, and PRSA is not responsible for the contents of any third- party websites, and the inclusion of any link is as a convenience and does not imply endorsement by PRSA of the sites or any association or relationship with its operators. Your use of third party websites and any purchases of products or services from such third-party websites are subject to the terms and conditions of such third-party websites. You agree that you will bring no suit or claim against PRSA arising from or based upon any such use of third party websites, including, without limitation, websites that we link to from PRSA's Website.
PRSA reserves the right in its sole discretion to terminate Your access to all or a portion of PRSA's Website at any time without notice for any reason whatsoever.
Provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement will survive any termination of this Agreement, including but not limited to the representations and warranties contained herein.
11. General Disclaimers, Exclusion of Damages, and Limitation of Liability
The information, software, products and services included in or available through PRSA's Website may include inaccuracies or typographical errors. Changes are periodically made to the information herein. PRSA may make improvements or changes to PRSA's Website at any time. Advice received via PRSA's Website should not be relied upon for personal, medical, legal or financial decisions, and you should consult an appropriate professional for specific advice.
PRSA makes no representations about PRSA's Website, including, without limitation, PRSA's Website's suitability, reliability, availability, timeliness and accuracy of the information, materials, software, products, services and graphics found on or through PRSA's Website.
PRSA PROVIDES PRSA'S WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES, AND GRAPHICS "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PRSA DISCLAIMS ALL WARRANTIES WITH REGARD TO PRSA'S WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS FOUND ON OR THROUGH PRSA'S WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
FURTHER, PRSA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF PRSA'S WEBSITE OR FOR INFORMATION AND OPINIONS RECEIVED VIA PRSA'S WEBSITE, WHICH SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, OR LEGAL DECISIONS. PRSA SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON PRSA'S WEBSITE.
Your sole and exclusive remedy if you are dissatisfied with any portion of PRSA's Website is to discontinue using PRSA's Website.
IN NO EVENT AND UNDER NO CIRCUMSTANCES WHATSOEVER SHALL PRSA BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF PRSA'S WEBSITE; THE DELAY OR INABILITY TO USE PRSA'S WEBSITE; THE PROVISION OF OR FAILURE TO PROVIDE SERVICES; ANY INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES OR GRAPHICS OBTAINED ON OR THROUGH PRSA'S WEBSITE, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE USE OF TECHNIQUES OR PROCEDURES DISCUSSED ON OR THROUGH PRSA'S WEBSITE; OR SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF PRSA'S WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PRSA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IN NO EVENT SHALL PRSA BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH PRSA'S WEBSITE, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT PRSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if required by applicable law, some of the foregoing exclusions may not apply to You.
You agree to indemnify PRSA from and against any and all liabilities, expenses (including without limitation attorneys' fees) and damages arising out of claims based upon your use of PRSA's Website, including without limitation any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other members, and the infringement of intellectual property rights or other rights. PRSA will notify you of any claim for which PRSA seeks indemnification and will afford you the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in a manner prejudicial to PRSA's interests, as reasonably determined by PRSA at its sole discretion.
13. Governing Law
This Agreement is governed by the laws of the State of New York, USA. You hereby consent to the exclusive jurisdiction and venue of courts in [???] in all disputes arising out of or relating to the use of PRSA's Website. Use of PRSA's Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
14. No Relationship
You agree that no joint venture, partnership, employment, or agency relationship exists between You and PRSA as a result of this Agreement or use of PRSA's Website.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
16. Entire Agreement
Unless otherwise specified herein, this Agreement constitutes the entire agreement between You and PRSA with respect to PRSA's Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and PRSA with respect to PRSA's Website.
Notices given by PRSA to You will be given by a general posting on PRSA's Website or by an e-mail, if an e-mail address is available. Notices given by PRSA to Members may also be given by conventional mail. Notices to PRSA must be sent by conventional mail to:
[NOTICE MAILING ADDRESS]
PRSA may assign this Agreement, in whole or part, in its sole discretion. You agree not to assign, transfer or sublicense Your rights as a Member without the prior written consent of PRSA.
19. Captions and Headings
Captions and paragraph headings are for convenience only and are not a part of this Agreement and shall not be used in construing it.