RateMyProfessors.com

THIS DOCUMENT SETS FORTH THE TERMS OF USE FOR THE RMP ACQUISITION, LLC ("RATEMYPROFESSORS") WEBSITES WWW.RATEMYPROFESSORS.COM, WWW.RATEMYPROFESSOR.COM, WWW.RATEMYPROFESSORS.CA WWW.RATEMYPROFESSOR.CA, RATEMYPROFESSORS.CO.UK, RATEMYPROFESSOR.CO.UK AND RATEMYPROFESSORS.CO.NZ, RATEMYPROFESSOR.CO.NZ ("SITE"). PLEASE READ THE FOLLOWING TERMS OF USE ("TERMS OF USE") CAREFULLY. BY USING THE SITE, YOU, THE USER ("YOU") INDICATE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SITE IN ANY MANNER. THESE TERMS OF USE DO NOT GOVERN WEBSITE USE PRACTICES ASSOCIATED WITH ACTIVITIES OUTSIDE OF THE SITE.

1. Site Ownership. The Site, including all text, questions, comments, teacher ratings, submissions, suggestions, ideas, postings, comments, software, scripts, graphics, sounds, music, interactive features, Image Submissions (as defined below), logos or graphic images appearing therein, and the like (collectively, "Content") is protected by copyright, trademark, patent, trade secret, and other laws. The Site is the property of RateMyProfessors and/or third party licensors and all right, title and interest in the Site shall remain with RateMyProfessors and/or such third party licensors. Nothing in these Terms of Use transfers any rights to you or any third party except as expressly set forth herein. The information on the Site is provided to help you learn about and use RateMyProfessors' services only and may not be used for any other purposes. You agree that whether or not such Content is published or posted, RateMyProfessors does not guarantee any confidentiality with respect to any submissions. RateMyProfessors reserves all rights not expressly granted in and to the Site and the Content.

2. Hyperlinks are Not Endorsements. A link from the Site to a non-RateMyProfessors website does not mean that RateMyProfessors endorses or accepts any responsibility for the content, functioning or use of such website, and you enter any such website at your own risk. It is your responsibility to take precautions to ensure that whatever websites or other online materials that you select for use are free of viruses and other items of a destructive nature.

3. Description of Site. "Site" encompasses the RateMyProfessors website and all of its Content and policies, any modifications, updates, enhancements, revisions, new features, and/or the addition of any new web properties. RateMyProfessors reserves the right to make any Site changes at any time and without prior notice, including without limitation, removing any Content.

4. Site Use Restrictions. You must be at least eighteen (18) years old to use the Site. The Site is for your personal use only. You will not (i) post on or transmit to the Site any false, defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful materials or any materials that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law; (ii) modify, copy, distribute, transmit, display, perform, mirror, reproduce, publish, create derivative works from, transfer, sell, lease, rent, sublicense, loan, share, give away or donate any information or Content obtained from the Site; (iii) use the Site in any manner that violates any applicable laws, regulations, orders, or other restrictions; (iv) circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein; (v) post advertisements or solicitations of business; or (vi) impersonate another person. RateMyProfessors does not endorse any Content or any opinion, recommendation, or advice expressed therein, and RateMyProfessors expressly disclaims any and all liability in connection with Content. RateMyProfessors does not permit copyright infringing activities and infringement of intellectual property rights on its Site.

5. Terms of Use Changes. RateMyProfessors reserves the right to change these Terms of Use at any time at its sole discretion and without notice to you. All Terms of Use changes are effective immediately. Your continued use of the Site following any Terms of Use changes will mean you accept those changes.

6. Termination. RateMyProfessors reserves the right to terminate at any time, at its sole discretion, the Site, your use of the Site, and/or your use of RateMyProfessors' services.

7. Information. In the course of using the Site, you may be required to enter certain information, including without limitation personal information, and school information (collectively, "Information"). You agree to provide RateMyProfessors with correct Information, and to update such Information on the Site promptly as reasonably necessary and as required by the Site.

8. Your Warranty. You represent and warrant that you shall access, use, and provide Content to the Site in accordance with all applicable federal, state, local and international laws and regulations. By using the Site, including any applets, software, and Content contained therein, you agree that use of the Site is entirely at your own risk. You shall be solely responsible for the Content you post and the consequences of posting or publishing it. In connection with Content, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize RateMyProfessors to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by the Site and these Terms of Use; and (ii) you have the consent, release, and/or permission of each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by the Site and these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Site.

9. Materials are the Property of RateMyProfessors. To the extent permitted by applicable law, any Content, excluding Image Submissions, sent to RateMyProfessors ("Materials"), including but not limited to questions, comments, teacher ratings, submissions, suggestions, ideas, postings, comments or the like, shall become the property of RateMyProfessors upon receipt. RateMyProfessors shall have no obligation of any kind with respect to such Materials and shall be free to modify, copy, perform, publish, transmit, reproduce, use, exhibit, disclose, display, transform, copyright, create derivative works, distribute the Materials to others and otherwise exploit the Materials without limitation. Further, RateMyProfessors shall be free to use any ideas, concepts, knowhow or techniques contained in such Materials for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such information.

10. Image Submissions. The Site may permit the submission of photographic or video images or audio visual works submitted by you and other users ("Image Submissions") and the hosting, sharing, and/or publishing of such Image Submissions. By submitting the Image Submissions to RateMyProfessors, you hereby grant RateMyProfessors a worldwide, non-exclusive, royalty-free, perpetual, unlimited, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Image Submissions in connection with the Site and RateMyProfessors' (and its successor's) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels and without any requirement of attribution.

11. Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on this Site should be sent ONLY to our Designated Agent.

NOTE: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED.

DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT. WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Written notification must be submitted to the following Designated Agent:
Service Provider(s): RateMyProfessors.com LLC

Name of Agent Designated to Receive Notification of Claimed Infringement: Chris McCarthy

Full Address of Designated Agent to Which Notification Should be Sent:
1515 Broadway, New York, New York 10036, USA
Attn: Business and Legal Affairs, Office Number: 24-40

Telephone Number of Designated Agent:
(212) 654-7763/PROF

Facsimile Number of Designated Agent:
(212) 654-7287

Email Address of Designated Agent:
info@ratemyprofessors.com

Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work (or works) that you claim has been infringed;
(3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
(4) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;
(5) Your name, address, telephone number, and e-mail address;
(6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(7) 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.

12. Representation and Warranty Disclaimer. THE SITE AND ALL INFORMATION ON THE SITE, INCLUDING WITHOUT LIMITATION CONTENT, TEXT, IMAGES, AND LINKS, AND THE INFORMATION ON ANY WEBSITES, WHETHER AFFILIATED OR UNAFFILIATED WITH RATEMYPROFESSORS, WHICH YOU MAY VISIT THROUGH THE SITE, IS PROVIDED "AS IS" BY RATEMYPROFESSORS AS A CONVENIENCE TO ALL USERS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; OR (VIII) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. EFFORTS BY RATEMYPROFESSORS TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. RATEMYPROFESSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THESE TERMS OF USE, STATUTE, REGULATION, COMMON LAW PRECEDENT OR DOCTRINE, OR OTHERWISE, EVEN IF RATEMYPROFESSORS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS NEGLIGENT. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, RateMyProfessors' liability is limited to the greatest extent permitted by law.

13. Indemnification. You will indemnify, defend and hold RateMyProfessors harmless against any and all claims, losses, liabilities, suits, damages and disputes, including attorneys fees, made, suffered or incurred by any third party that arises from, relates to or is caused by any breach by you of any covenant, representation or warranty contained in these Terms of Use and/or your use of the Site, including without limitation your sending Content to RateMyProfessors. In connection with any suit, action or proceeding that may give rise to an obligation of you to indemnify a person as set forth above, RateMyProfessors shall have the exclusive right, at its option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to RateMyProfessors or any other party to be indemnified pursuant to this section.

14. ADS AND MALWARE. We take great care and pride in creating this Site. We are always on the lookout for technical glitches that effect how the Site works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see our Site -- and that is beyond our control.

We suggest that you take some of the following actions which may help to clean your computer and which could prevent future installations of Malware.

* Update your computer via Windows Update (found in the Tools menu in your Internet Explorer web browser).

* Install a SpyWare Removal Tool such as Spybot Search and Destroy or AdAware to clean your computer of Malware.

* Install antivirus software, such as Norton anti-virus or McAfee Virus-shield.

* Install Microsoft Defender (for Windows computers).

Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any software download site.

If you do discover any Malware on your system, we also suggest you speak with a qualified computer technician.

If, after taking the above actions, you are still experiencing any problems, please feel free to contact us webmaster@mtv.com.

15. Viewing Outside United States. Service Provider makes no claims that the Site may be lawfully viewed or accessed outside the United States of America. Access to the Site may not be legal by certain persons in certain countries.

16. Dispute Resolution (Arbitration Clause).

    15.1 Arbitration. You and RateMyProfessors each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a "Claim") arising out of or in connection with these Terms of Use, the Privacy Policy, your or RateMyProfessors' rights and obligations under these Terms of Use or the Privacy Policy, the Site, the use of the Site, and/or the services and/or products that may be provided by or through or in connection with the Site. Except that to the extent you have in any manner violated or threatened to violate RateMyProfessors' intellectual property rights, RateMyProfessors may seek injunctive or other appropriate relief in any state or federal court in the state of Maryland, and you consent to exclusive jurisdiction and venue in such courts. The arbitration will be held in Maryland before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. You may select one of the following arbitration organizations and its applicable rules: the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), or JAMS, Two Embarcadero Center Suite 1100 San Francisco, CA 94111 (www.jamsadr.com). If you fail to select an arbitration organization within 30 days after notice from RateMyProfessors, RateMyProfessors may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Claim cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Claim may be submitted to binding arbitration with one of the organizations. You and RateMyProfessors shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party.

    16.2 Arbitration Final. The arbitrator's award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. §1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 17 of these Terms of Use shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

    16.3 No Class Action. These Terms of Use provide that all Claims will be resolved by binding arbitration and not in court or by jury trial. IF A CLAIM IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

    16.4 Waiver. If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: "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" as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.

17. There are various parental control and filtering products and services commercially available that may assist you in limiting access that is harmful to minors. The following links/organizations provide information related to these products and services:

    1. The Federal Trade Commission's e-commerce and internet safety website,
       accessible at www.onguardonline.gov
    2. The National Center for Missing and Exploited Children, accessible online at
       www.missingkids.com
    3. Net nanny, accessible at www.netnanny.com
    4. Cybersitter, accessible at www.cybersitter.com

18. Jurisdiction and Venue. THESE TERMS OF USE ARE ENTERED INTO AND GRANTED IN THE STATE OF MARYLAND AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND AND THE UNITED STATES OF AMERICA, EXCLUDING ANY LAW OR CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION, AND EXCLUDING THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, EXCLUSIVE JURISDICTION FOR ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE SHALL BE ONLY IN THE FEDERAL OR STATE COURT WITH COMPETENT JURISDICTION LOCATED IN BALTIMORE, MARYLAND. YOU CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY SUCH COURTS IN ANY SUCH ACTION. IN ADDITION, AND NOTWITHSTANDING THE FOREGOING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON YOU AND MAY BE ENFORCED IN ANY COURT IN WHICH YOU ARE SUBJECT TO JURISDICTION BY A SUIT UPON SUCH JUDGMENT.

19. Waiver of Trial By Jury. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, YOU HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING, WHETHER IN TORT, CONTRACT OR OTHERWISE, IN WHICH ANY SUCH PARTY IS A PARTY, AS TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE PRIVACY POLICY, YOUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS OF USE OR THE PRIVACY POLICY, THE SITE, THE USE OF THE SITE, AND/OR THE SERVICES AND/OR PRODUCTS THAT MAY BE PROVIDED BY OR THROUGH OR IN CONNECTION WITH THE SITE.

20. Severability and Merger. Except as otherwise expressly provided by these Terms of Use, if any provision of these Terms of Use shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If any provision of these Terms of Use is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. These Terms of Use constitutes the entire agreement between you and RateMyProfessors and they supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and RateMyProfessors with respect to the Site, the use of the Site and/or the services and/or products that may be provided by or through or in connection with the Site.

21. Parties in Interest. These Terms of Use shall be binding upon, inure to the benefit of, and be enforceable by the parties to these Terms of Use and their respective successors, heirs, legatees, personal representatives and permitted assigns. No assignment, delegation or other conveyance of these Terms of Use or of any rights or obligations hereunder may be made by you (by operation of law or otherwise) without the prior written consent of RateMyProfessors. RateMyProfessors may assign its rights and obligations under these Terms of Use to any other party.

22. RateMyProfessors Contact Information. If you have any questions or comments regarding these Terms of Use or the Site, please contact RateMyProfessors using one of the options below:

RateMyProfessors.com, LLC
1515 Broadway
New York, New York 10036
Attn: Business and Legal Affairs, Office Number: 24-40

E-Mail: info@RateMyProfessors.com
Site:www.RateMyProfessors.com