Terms of Use

Last Updated: Jan 28, 2024

This User Agreement ("Agreement") is a legally binding contract between you and DearProf ("DearProf," "we," "our," or "us"). By accessing or using the DearProf platform, including any associated services, features, and content (collectively, the "Services"), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, please do not use our Services.

1. Eligibility and Registration

1.1 Eligibility: To use our Services, you must be at least 18 years old or the legal age of majority in your jurisdiction. By using our Services, you represent and warrant that you meet these eligibility requirements.

1.2 Account Creation and Registration: You may be required to create an account and provide accurate, up-to-date information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

1.3 Account Security: You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use or suspected breach of security.

2. User Conduct

By using the DearProf platform, you hereby covenant, represent, and warrant that:

2.1 Compliance with Applicable Laws: You agree to comply with all applicable laws, rules, and regulations while using our Services.

2.2 You will not allow anyone other than yourself or your authorized designate to access the DearProf platform through your DearProf account or otherwise using your Access Information.

2.3 You will comply with all intellectual property laws, ensuring that you do not infringe, violate, or misappropriate the intellectual property rights of any third party.

2.4 The data you provide is true, accurate, current, and complete. If it becomes inaccurate, you will promptly notify us or update your data on the DearProf platform.

2.5 You will be solely responsible for all activities undertaken by you or your designates with respect to the DearProf platform.

2.6 You will refrain from using the DearProf platform to offer commercial services to, or for the benefit of, any third party.

2.7 You have the right and authority to enter into this Agreement, grant the rights and licenses referred to herein, use the DearProf platform, and post or upload any content.

2.8 You possess all legal rights necessary to use the DearProf platform, including but not limited to, the right to access the content and provide your data.

2.9 You are not listed on any Governmental or Regulatory Authority lists of prohibited or restricted parties.

2.10 You agree to obtain all necessary authorizations from third parties for your use of any third-party data in conjunction with the DearProf platform.

2.11 You will ensure that your use of the DearProf platform does not interfere with, degrade, or adversely affect any software, system, network, or data used by any person, including DearProf and other users of the DearProf platform.

2.12 You will not use the DearProf platform to commit or attempt to commit a crime, facilitate the commission of any crime, or engage in any other illegal or tortious acts. This includes any infringement of intellectual property rights, fraudulent activities, deceptive impersonation, or activities violating any third party’s privacy rights.

2.13 You will not interfere with or compromise any of our security measures.

2.14 You will not alter, modify, delete, or otherwise interfere with or compromise any content or features accessible through the DearProf platform. This includes forms, content delivery, and display functionality of the DearProf website.

2.15 You will cooperate with us and provide information requested by us to assist us and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law.

2.16 You will comply with the terms and conditions of any agreements entered into between you and any third party, including DearProf Partners, service providers for any Internet services used in conjunction with the DearProf platform, and hardware providers for any mobile device or other computing equipment through which you use the DearProf platform. To the extent that such agreements impose additional restrictions respecting your use of the DearProf platform, you will use it in compliance with such restrictions.

2.17 Prohibited Activities: You shall not engage in any of the following activities:

• Violating any applicable laws or regulations.
• Violating the intellectual property rights of DearProf or any third party.
• Using the Services for any illegal or unauthorized purpose.
• Harassing, abusing, or harming other users.
• Interfering with or disrupting the operation of the Services.

3. Content and Intellectual Property

3.1 User-Generated Content: You may submit, post, or display content on or through the Services. By doing so, you grant DearProf a non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and distribute such content.

3.2 Intellectual Property: All intellectual property rights related to the Services, including but not limited to trademarks, copyrights, and patents, are owned by DearProf or its licensors.

3.3 Grant of License: Subject to your compliance with this Agreement, DearProf grants you a limited, non-exclusive, non-transferable, revocable license to access and use the DearProf platform for its intended purpose.

3.4 Restrictions: You may not:

• Use the DearProf platform for any unlawful purpose or in any manner inconsistent with this Agreement.
• Copy, modify, distribute, sell, or lease any part of the DearProf platform or its content.
• Attempt to gain unauthorized access to any portion or feature of the DearProf platform.
• You may not use, reproduce, distribute, or create derivative works based on any part of the DearProf platform without prior written consent from DearProf.

4. Privacy

4.1 Privacy Policy: Your use of the Services is subject to our Privacy Policy. By using our Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

5. Changes to the Terms and Conditions

5.1 Notification of Changes: DearProf may revise and update this Agreement from time to time to reflect changes in our Services or for other legal or regulatory reasons.

5.2 Acceptance of Changes: Your continued use of the Services after any such modifications will constitute your acknowledgment of the modified Agreement and your agreement to be bound by its terms.

5. Termination

5.1 Termination by DearProf: DearProf may, in its sole discretion, suspend or terminate your access to the Services at any time and for any reason.

5.2 Termination by User: You may terminate this Agreement by discontinuing the use of our Services and closing your account.

6. Disclaimer of Warranties

6.1 AS-IS Basis: The Services are provided on an "as-is" and "as-available" basis, without any warranties of any kind.

6.2 No Guarantees: DearProf does not guarantee the accuracy, completeness, or suitability of the information provided through the Services.

7. Limitation of Liability

7.1 Exclusion of Damages: In no event shall DearProf be liable for any indirect, incidental, special, consequential, or punitive damages.

7.2 Total Liability: DearProf's total liability for any claims arising from this Agreement shall not exceed the amount paid by you, if any, for the use of the Services.

8. Confidential Information

8.1 Obligation of Confidentiality: You must keep all Content and other information provided by DearProf, whether through the DearProf Platform or otherwise, confidential, except to the extent required by law. You acknowledge that, during the course of your engagement with DearProf, you may be exposed to Confidential Information.

8.2 Confidentiality Measures: Throughout the Term and following termination of this Agreement (whether voluntary or involuntary), you agree to:

• Maintain all Confidential Information in strict confidence.

• Take all necessary precautions against unauthorized disclosure of the Confidential Information.

• Not directly or indirectly, disclose, allow access to, transmit, or transfer any Confidential Information to a third party without DearProf's knowledge and prior express written consent.

  8.3 Use and Reporting: You will not use, disclose, or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with DearProf's knowledge and prior express written consent. You will promptly inform DearProf in writing of any misappropriation, disclosure, conversion, or misuse of any Confidential Information that comes to your attention.

  8.4 Exceptions to Confidentiality: The obligations of confidentiality under this Agreement will not apply to information which you can establish:

• Is, or becomes, readily available to the public other than through a breach of this Agreement.

• Was disclosed, lawfully and without breach of any contractual or other legal obligation, to you by a third party without any confidentiality obligation attached to such information.

• Was lawfully known to you without any confidentiality obligation prior to receipt of the information.

• Was independently developed or discovered by you outside of the course of your performance of your obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from DearProf.

  8.5 Return of Confidential Information: You will immediately return to DearProf all Confidential Information which is in your possession or control upon the earlier of a request by DearProf or the termination of this Agreement (whether voluntary or involuntary).

9. Disclaimers

9.1 Availability and Accessibility: We do not guarantee that the Services will be available at all times or that access to the platform will be uninterrupted or error-free. We may suspend, withdraw, or restrict the availability of all or any part of the Services for business and operational reasons.

9.2 User Responsibility: You acknowledge and agree that your use of the Services and any reliance upon them is at your own risk. You are solely responsible for any actions you take based on information obtained through the Services.

9.3 Third-Party Content: DearProf may provide links or references to third-party websites or services. We do not endorse or assume any responsibility for the content or services provided by these third parties.

9.4 Professional Advice: The content provided through the Services is for general informational purposes only and does not constitute professional advice. You should seek professional advice before making any decisions or taking any actions based on information obtained from the Services.

9.5 Limitation of Liability: In no event shall DearProf be liable for any indirect, incidental, special, consequential, or punitive damages, arising out of or in any way connected with the use of the Services.

10. Your Indemnities

You agree to defend and indemnify DearProf, its affiliates, successors, assignees, and their respective directors, officers, shareholders, employees, and agents (the “DearProf Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest, and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the DearProf Parties from or relating to:

• Your use of the DearProf Platform contrary to these Terms and Conditions or any other related documentation or guidelines made available by us
• Any reliance on any Content obtained by you through the DearProf Platform
• Your breach of these Terms and Conditions
• The infringement, violation, or misappropriation by you, or any third-party obtaining access to the DearProf Platform through your Access Information, of any intellectual property or other right of any third person or entity
• Any data, information, documents, or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make the DearProf Platform available to you.

In the event of any Claims, DearProf will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. DearProf will have the right to participate in the defense of any Claim with legal counsel of its own choosing. In addition, you will not enter into any settlement of any such Claim without DearProf's prior written consent, including if DearProf's rights would be impaired.

11. Limitation of Liability

In no event shall DearProf, its affiliates, successors, assignees, or their respective directors, officers, shareholders, employees, and agents (the “DearProf Parties”) be liable for any indirect, incidental, special, consequential, or punitive damages, arising out of or in any way connected with the use of the Services, including but not limited to:

• Any loss of profits, revenue, data, goodwill, or other intangible losses.
• Any damages related to your access, use, or inability to access or use the Services.
• Any damages related to any third-party conduct, content, or services.

The total liability of the DearProf Parties, for any claim arising out of or relating to this Agreement or the Services, whether in contract, tort, or otherwise, shall be limited to the amount paid by you, if any, for accessing the Services.

12. Miscellaneous

12.1 Governing Law: This Agreement shall be governed by the laws of Canada, without regard to its conflict of law principles.

12.2 Entire Agreement: This Agreement constitutes the entire agreement between you and DearProf and supersedes all prior agreements and understandings.