Last Updated: September 11, 2024
Please read these Frankly Terms of Service (the “Agreement”) carefully. Your use of the Services (as defined below) constitutes your consent to this Agreement. This Agreement is between you and President and Fellows of Harvard College, acting through the Applied Social Media Lab (“Harvard” or “we” or “us”) concerning and governing your access to and use of the Frankly online discourse platform (including any websites, web applications, and software) (collectively, the “Services”).
Authority; Organizations. By using the Services, you affirm that you are of legal age to enter into this Agreement, and in any case, at least 13 years old. If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership. or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.
Changes. We may make changes to this Agreement from time to time. Changes to this Agreement will be posted here, and you should regularly check for the most recent version. Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify, or waive any fees required to use the Services, or impose fees for the Services or portions of the Services which were previously available for free; or offer opportunities to some or all Services users.
Privacy Statement. Your submission of information through the Services is governed by the Frankly Privacy Statement, located at frankly.org/privacy.
Jurisdictional Issues. The Services are controlled or operated (or both) from the United States. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.
Acceptable Use. In connection with the Services, you must not:
- Post, transmit, or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or supportive of or promoting violence or violent extremism, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, obligations of confidentiality, or any other proprietary right, without the express prior written consent of the applicable owner.
- Post, transmit or otherwise make available through or in connection with the Services any virus, worm, trap door, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive, or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”).
- Use the Services or any materials or data derived from the Services for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person, or that is fraudulent or otherwise tortious or unlawful, including using the Services in any way that would constitute a violation of any applicable federal, state, or local laws.
- Use the Services for online gambling or practices inconsistent with the generally accepted practices of the internet community, including promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming.
- Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure, or policy of such servers or networks.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Harvard’s express prior written consent.
- Reverse engineer, decompile, or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark, or other proprietary rights notice from the Services.
- Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without Harvard’s express prior written consent.
- Systematically download and store content from the Services.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather content from the Services, or reproduce or circumvent the navigational structure or presentation of the Services, without Harvard’s express prior written consent.
You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Services.
Registration; User Names and Passwords. You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password, or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Harvard, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Services account.
Submissions. You and other users may make available certain materials (each, a “Submission”) through or in connection with the Services, including on profile pages, on community pages, within event agendas or resources, or on the Services’ interactive services, such as discussion posts, announcements, and chat, commenting, or other messaging functionality. Harvard has no control over and is not responsible for any use or misuse of Submissions, including any distribution of Submissions, by any third party. If you choose to make any of your personally identifiable or other information publicly available through a Submission or otherwise through the Services, you do so at your own risk.
Submission License; Feedback. We use your Submissions to enable sharing and other interactive features of the Services, but you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform, publicly display, and create derivative works of such Submission as necessary for us to provide the Services.
In addition, if you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Harvard under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Services, does not and will not violate any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
Monitoring; Responsibility for Use. We may (but have no obligation to) monitor, evaluate, alter, or remove Submissions before or after they appear on the Services, or analyze your access to or use of the Services. Harvard assumes no responsibility or liability for violations of this Agreement or applicable law by users of the Services or any other third party. If you become aware of any violation of this Agreement in connection with use of the Services by any person, contact us at support@frankly.org.
Services License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Services to the extent permitted by the features of the Services. Harvard may, in its sole discretion, with or without cause, modify, enhance, suspend, terminate, or discontinue this license, or restrict your access to all or any part of the Services, at any time without prior notice or liability to you or anyone else. Harvard reserves all rights not expressly granted herein in the Services. Harvard may terminate this license at any time, for any reason, or no reason.
Proprietary Rights; Use of Names. We and our suppliers and licensors own the Services, which are protected by proprietary rights and laws. Our trade names, trademarks, and service marks include “Frankly” and the name “Harvard,” and any associated logos, seals, insignia, or other words, names, symbols, or devices that identify the Services, Harvard or any Harvard school, unit, division, or affiliate (“Names”). All trade names, trademarks, service marks, and logos on the Services not owned by us are the property of their respective owners. You may not use our Names, including any metatags or other “hidden text” utilizing any such Names, for any purpose. Nothing contained in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Names, or any other trade names, trademarks, service marks, or logos without the express prior written consent of the owner. Any unauthorized use of such materials may violate laws and regulations governing intellectual property.
Third Party Materials; Links. Certain functionality of the Services may enable you to access information, products, services, and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Harvard with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials.Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
You may also choose to connect to the Services using your credentials from a third-party service (“Third Party Channel”), such as your Google account, which may allow us to use certain information contained within your Third Party Channel profile to help you create an account. You understand and agree that any collection and use of information by a Third Party Channel is subject to any additional terms, conditions and policies applicable to your use of the Third Party Channel (such as terms of service, privacy policies, and settings on such Third Party Channel).
Beta Services. From time to time, we may offer you access to certain features or functionalities of the Services on a trial, test, or beta basis (“Beta Services”). Beta Services are provided for evaluation and feedback purposes and may be subject to additional agreements. Harvard makes no representations that a Beta Service will ever be made generally available and reserves the right to discontinue or modify any Beta Services at any time without notice. You acknowledge and agree that Beta Services are experimental and may not be as stable, reliable, available, or otherwise equivalent to any other portion of the Services. Beta Services are provided AS IS and may contain bugs, errors, or other defects. Your use of Beta Services is at your sole risk.
Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Services and any Third Party Materials are made available to you on an “As Is” and “As Available” basis, without any warranties of any kind, whether express, implied, or statutory; and (b) Harvard disclaims all warranties with respect to the Services and any Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement, and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of Harvard its affiliates, and their respective officers, employees, members of their governing boards, faculty, fellows, and agents, representatives, licensors, suppliers, and service providers (collectively, the “Affiliated Entities”), and the respective successors and assigns of each.
While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct, secure, useful, or adequate, or that access to the Services will be uninterrupted. The Services may include inaccuracies and errors. Your use of the Services is, and any material downloaded or otherwise obtained through the Services is acquired, at your own discretion and risk, and you will be solely responsible for any damage to your own computer system or loss of data that results from your use of the Services or the download of any such material. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@frankly.org with a description of such alteration and its location on the Services.
No advice or information, whether written or oral, obtained by you from Harvard and the Affiliated Entities shall create any warranty not stated expressly in this Agreement.
Limitation of Liability. To the fullest extent permitted under applicable law: (a) Harvard will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, tort (including negligence), strict liability, or other theory, including damages for loss of profits, use, or data, business interruption, loss of goodwill or other intangibles, loss of security of Submissions or data (including unauthorized access, interception, misuse, or alteration by third parties of any Submissions or data), or the acts or omissions of any user of the services, even if we are advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Harvard will not be liable for damages of any kind resulting from your use of or inability to use the Services or from any Third Party Materials, including from any failure of performance, error, omission, interruption, defect, delay in operation or transmission, Virus, or line or system failure; (c) your sole and exclusive remedy for dissatisfaction with the Services or any Third Party Materials is to stop using the Services; and (d) the maximum aggregate liability of Harvard for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, shall be the greater of the total amount, if any, paid by you to Harvard solely for the right to use the Services, or ten U.S. Dollars ($10.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Harvard and the Affiliated Entities, and their respective successors and assigns.
Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Harvard and the Affiliated Entities, and their respective successors and assigns, from and against any and all claims, liabilities, damages, judgments, awards, demands, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services and all Submissions; (b) any violation or alleged violation of this Agreement by you; and (c) any violation or alleged violation of applicable law by you arising out of or relating to the Services and your use thereof, any data or materials you obtain or derive from the Services, or your use of such data or materials. You further agree that you will cooperate fully in the defense of any such claims. Harvard reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the relevant parties from Harvard.
Termination. This Agreement is effective until terminated. Harvard may terminate or suspend your use and access of the Services at any time and without prior notice, for any or no reason, including if Harvard believes that you have violated or acted inconsistently with this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and Harvard may, without liability to you or any third party, immediately deactivate or delete your username, password, and account, and all associated materials, without any obligation to provide any further access to such materials. All sections of this Agreement which by their nature should survive any termination or expiration will survive, including, without limitation, Sections 7-8, 11-12, 14-18, and 21.
Governing Law; Dispute Resolution. The terms of this Agreement, and any claim or dispute arising out of or related to the Agreement, the Services, or any Submission, are governed by the laws of the United States and the Commonwealth of Massachusetts, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in Middlesex or Suffolk County, Massachusetts, U.S.A. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).
Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Harvard a written notice by mail or e-mail, requesting that Harvard remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Harvard a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices must be sent in writing to the contact(s) identified at https://www.harvard.edu/copyright-issue/. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
International Trade. You are responsible for complying with all applicable United States export controls administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and the Department of State’s Directorate of Defense Trade Controls (“DDTC”), and economic sanctions administered by the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State’s Office of Sanctions Policy and Implementation. You represent, warrant, and covenant that you are not (a) located in, under the control of, incorporated in, or a resident or national of, any jurisdiction subject to a U.S. government embargo (i.e., Cuba, Iran, North Korea, Syria, and the Crimea and Covered Regions of Ukraine); (b) listed on any restricted parties list, including OFAC’s List of Specially Designated Nationals (“SDNs”), BIS’s Entity List, Denied Parties List, or Unverified List, or DDTC’s Debarment List; (c) owned 50% or greater by one or more SDNs individually or in aggregate; or (d) using the Services to provide material support for terrorism pursuant to 18 U.S.C. §§ 2339A and 2339B.
Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Harvard. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Harvard relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Harvard relating to such subject matter. Notices to you may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Harvard will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.