License Grant and Restrictions
This TOU provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Site during the Term specified herein solely for Your personal, private, non-commercial, informational use, conditioned on Your continued compliance with all provisions of this TOU (including without limitation any external terms and documentation linked or referenced herein).
When using the Site in accordance with the foregoing license, You shall not directly or indirectly (a) use the Site to create any service, software or documentation that performs substantially the same functionality as the Site, (b) disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Site or any of its webpages, content, or features, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Site in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of, or otherwise modify the Site, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Site, (f) use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation, or (h) use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site.
You represent that You will, at all times, provide true, accurate, current, and complete information (which You have all necessary rights, permission(s), prior express consent, or authority to provide) when submitting information through the Site. In addition, You are responsible for compliance with all applicable laws, rules, and regulations, including but not limited to all laws and regulations governing consumer protection, unfair competition, commercial electronic mail (email) and messages, advertising, privacy, and data security with respect to Your use of the Site. If You access the Site on behalf of any organization, Your organization shall be bound to this TOU and be liable for any breach by You. You represent that You have all rights, power, and authority to agree to this TOU on behalf of Your organization.
You may be required to register an account to use the Site or certain features of the Site. Each registration is for a single user only, unless otherwise expressly agreed by SHPE. Registration for access to and use of the Site may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by SHPE in its sole discretion from time to time. You hereby agree to treat Your access credentials as confidential and not to disclose such information to any third party without the prior express written consent of SHPE, which may be granted or withheld in its sole discretion. You shall immediately notify SHPE if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials. SHPE will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations. By submitting the requested information to the registration form or similar process on the Site, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. SHPE reserves the right to suspend, terminate, or otherwise discontinue Your account and/or pending registration if SHPE has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your registration, account, or use of the Site is in violation of applicable law or this TOU.
SHPE may send emails or other electronic messages to You concerning Your use of the Site, including without limitation by providing alerts or notifications within the Site. You consent to receive such electronic communications and You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
Certain features of the Site may permit You to upload, post, display, transmit, or otherwise provide certain information, content, audiovisual recordings, or other materials to the Site (each a “Submission” and collectively “Submissions”). You hereby grant to SHPE a royalty-free, fully transferable, fully sublicensable license to use, display, copy, perform, reproduce, modify, record, distribute, and create derivative works of Submissions in connection with: (i) SHPE’s operation of the Site and its features and functionalities; (ii) SHPE’s development, promotion, and implementation of its programs, events, and content; and (iii) SHPE’s research, development, and other non-profit operations.
To the extent that a Submission includes Your name, likeness, image, voice, and/or performance (collectively, “Likeness Rights”), You also grant to SHPE a royalty-free, fully transferable, fully sublicensable, perpetual, irrevocable, worldwide license to use, reproduce, and distribute such Likeness Rights in connection with SHPE’s exercise of its rights to the Submissions as set forth above.
In addition, You agree that You will not upload, post, display, or transmit any Submission(s) that:
(a) are illegal, defamatory, deceptive, fraudulent, discriminatory, tortious, obscene, pornographic, or otherwise objectionable;
(b) infringe, misappropriate, or otherwise violate the personal or proprietary rights of others;
(c) contain any virus, malware, worm, Trojan horse, disabling device, or any other harmful or malicious script, code, or tool;
(d) impersonates any person or entity or falsely states or otherwise misrepresents Your affiliation with a person or entity;
(e) unsolicited communications, promotions, or advertisements, or spam;
(f) harms, harasses, threatens, or violate the rights of any third party, or promotes, provokes, or incites violence; or
(g) constitutes false advertising, false endorsement, or is otherwise false, misleading, or likely to cause consumer confusion.
SHPE may screen, review, edit, moderate, or monitor Submissions from time to time at its discretion, but has no obligation to do so. In any event, SHPE is not responsible for Your or any other user’s Submissions, and shall have no liability or responsibility for the quality, content, accuracy, legality, or effectiveness of any Submissions.
By uploading, posting, displaying, transmitting, or otherwise providing a Submission to the Site, You represent and warrant that: (i) You possess all legal rights required to upload, post, display, and/or transmit each Submission and permit SHPE to use such Submission as set forth herein (including without limitation any necessary third-party license rights or required consents under applicable law); (ii) each Submission is in full compliance with all applicable laws and regulations; and (iii) Your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.
Links to Third-Party Sites and Services
SHPE EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITE, AND YOU AGREE THAT SHPE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF OR ACCESS TO SUCH THIRD-PARTY MATERIALS.
Third-Party Terms and Conditions
All content included as part of the Site, such as text, graphics, logos, and images, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Site, are the property of SHPE or its applicable third-party licensors, and are protected by copyright and other domestic and international laws governing intellectual property and proprietary rights. SHPE reserves all rights in the Site not expressly granted herein.
You agree that You do not acquire any ownership rights in any part of the Site under this TOU or through Your use of the Site. SHPE does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this TOU.
You agree to indemnify, defend, and hold harmless SHPE and its officers, directors, employees, agents, successors, and assigns from and against any losses, costs, liabilities, damages, and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) Your violation of this TOU, (b) Your infringement, misappropriation, or violation of any personal or proprietary rights of a third party, (c) Your violation of applicable laws, rules, or regulations, and/or (d) your Submissions, including without limitation the quality, content, accuracy, legality, or effectiveness thereof, or any communications, transactions, or results arising therefrom. SHPE reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with SHPE in asserting any available defenses.
Disclaimers and Excluded Liability
SHPE DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SHPE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SHPE DOES NOT WARRANT THAT THE SITE WILL MEET YOUR EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT THE SITE WILL BE FREE OF VIRUSES, MALWARE, OR ERRORS. SHPE FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE LOSS OR CORRUPTION OF DATA OR CONTENT UPLOADED TO, STORED BY, OR TRANSMITTED BY THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS.
IN NO EVENT SHALL SHPE BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS, OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF SHPE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES WHICH, IN THE AGGREGATE, EXCEED A TOTAL OF TEN U.S. DOLLARS (U.S.D.$10.00). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS TOU, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
No Professional Advice
The content and information contained in or made available through the Site (including but not limited to any Submission) cannot replace or substitute for the services of qualified professionals in any field, and nothing contained on the Site should be treated or construed as professional financial, tax, medical, psychological, therapeutic, or legal matters. You acknowledge that You are solely responsible and accountable for your decisions, actions, and results regarding finances, tax, and personal health, and agree that SHPE shall not be held liable for any decisions made by You in reliance or with reference to any content or information that You access on the Site.
Term, Termination, and Suspension
This TOU takes effect (or re-takes effect) at the moment You first access or use the Site. SHPE reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend Your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Site, and/or the rights of others. This TOU terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this TOU at any time by ceasing to use the Site, but each re-access or renewed use of the Site will reapply the TOU to You. Upon termination or expiration of the TOU for any reason, all licenses granted by SHPE hereunder shall immediately terminate, and You must immediately cease all use of the Site. The provisions of this TOU concerning SHPE’s proprietary rights, licenses to Submissions and Likeness Rights, disclaimers of warranty and liability, limitations of liability, waiver and severability, entire agreement, indemnification rights, arbitration, injunctive relief, and governing law will survive the termination of this TOU for any reason.
SHPE reserves the right, in its sole discretion, to terminate or suspend Your access to the Site or any feature or portion thereof at any time, without notice to You, if SHPE reasonably determines or suspects that You are in violation of this TOU.
Governing Law and Venue
This TOU is governed by the laws of the State of California, United States of America, without reference to its principles of conflict of laws. The Site may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of this TOU, including without limitation this paragraph. Any claim, suit, or other proceeding arising under or in connection with this TOU shall be brought exclusively before the state and federal courts sitting in Los Angeles County, California, and You consent to the exclusive jurisdiction of such courts for the final resolution thereof.
The relationship between You and SHPE under this TOU is that of independent contractors, and nothing herein or in Your use of the Site shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Security and Compliance
SHPE reserves the right to view, monitor, and record Your activity on the Site without notice or permission from You. SHPE’s provision of the Site is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce SHPE’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Site or information provided to or gathered by SHPE with respect to such use.
You represent and warrant that You are not: (a) located in a country that is subject to a U.S. government embargo; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Site is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
Severability and Waiver
If any part of this TOU is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from this TOU, and the remainder of this TOU shall continue in full force and effect to the maximum extent permitted under applicable law.
Failure to insist on strict performance of any of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by SHPE of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
You acknowledge that any breach, threatened or actual, of this TOU would cause irreparable injury to SHPE not readily quantifiable as money damages, such that SHPE would not have an adequate remedy at law. You therefore agree that SHPE shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of Your obligations, without the necessity of posting bond or other security.
Changes to Terms
Please note that SHPE reserves the right to change the terms and conditions of this TOU by posting a revised set of terms, or mailing and/or emailing notice thereof to You (or such other method as may be required by applicable law). In addition, SHPE may add, modify, or delete any aspect, component, or feature of the Site, but SHPE is not under any obligation to provide any upgrade, enhancement, or modification. Your continued use of the Site following any announced change will be deemed as conclusive acceptance of any change to the TOU. Accordingly, please review the TOU on a periodic basis.
If You have any questions or comments regarding this TOU, please contact SHPE at:
DMCA Notice/Procedure for Claims of Copyright Infringement:
If a user of the Site has a good faith belief that their work has been copied, reproduced, displayed, or published on the Site in a way that constitutes copyright infringement, or that their intellectual property rights have been otherwise violated, said user can submit a Notice of Claimed Infringement to SHPE’s designated agent registered at the U.S. Copyright Office for receipt of such notices, by providing such agent with the following information:
- a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
- identification or description of the copyrighted work or other intellectual property that they claim has been infringed (and, if not copyright, the specific type of intellectual property asset infringed (trademark, patent, trade secret, etc.));
- identification or description of where the material that they claim is infringing is located on Site, with enough detail that SHPE may find it on the Site;
- user’s address, telephone number, and email address;
- a statement by user that they have a good faith belief that the use of the identified material is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by user, made under penalty of perjury, that the information in their notice is accurate and that they are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Please note that a user’s Notice of Claimed Infringement must contain all of the above elements to be valid.
SHPE’s agent designated to receive notices of copyright or other intellectual property infringement may be contacted as follows:
Society of Hispanic Professional Engineers
13181 Crossroads Parkway North
City of Industry, CA 91746
SHPE has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe copyrights or violate the intellectual property rights of others. SHPE will terminate user accounts that have been the subject of three (3) separate DMCA notices. In the event a user’s materials are removed due to a DMCA notice and then subsequently restored due to the filing of a DMCA counter-notification, SHPE will treat the underlying DMCA notice as withdrawn.
SHPE reserves the right to terminate user accounts that are the subject of fewer than three (3) DMCA notices in appropriate circumstances, such as where the user has a history of violating or willfully disregarding the intellectual property rights of others, as determined in SHPE’s discretion.