NOTICE TO ALL USERS: THIS END USER LICENSE AGREEMENT ("EULA") IS A CONTRACT BETWEEN YOU AND THROUGHCOLLEGE, LLC ("[COMPANY]") THAT DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS TO AND USE OF [COMPANY]'S PROPRIETARY WEBSITE CONTAINING CONTENT (AUDIO, VISUAL, AND TEXT) THAT MAKES UP A SYSTEM TO GUIDE USERS THROUGH THE COLLEGE PREPARATION AND SELECTION PROCESS ("SYSTEM"). BY ACCESSING OR USING THE SYSTEM YOU AGREE TO ALL TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS EULA, PLEASE PROCEED NO FURTHER AND DO NOT USE OR ACCESS THE SYSTEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
1. Grant of License . ThroughCollege, LLC hereby grants you a non-exclusive, non-transferable, revocable license to access and use the System only through [Company]'s web portal located at www.throughcollege.com. The resources contained in the System may be printed, copied or saved but only during the term of your subscription. All rights not expressly granted to you are reserved by [Company].
2. Restrictions on Use . You shall not copy, in whole or in part, the System except as permitted herein, or knowingly assist or permit others in doing likewise. Furthermore, you shall not: (i) directly or indirectly sublicense, sell, transfer, assign, distribute, or permit access to the System to any third party or otherwise permit any third party to use the System; (ii) use the System to develop any other System or other technology having the same primary function as the System; (iii) modify, translate, adapt or otherwise make derivative works of the System; (iv) separate the System into component parts for use on more than one computer; (v) alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the System; (vi) attempt to unlock or bypass any initialization or security systems utilized by the System; (vii) share, use and/or transmit any portion of the System via the Internet in contravention of this Agreement; (viii) assign, sell, pass along or otherwise encumber the System; or (ix) distribute the System, or any information contained therein, to any third party.
3. Peripheral Software, Equipment and Accessories . If the service does not include Internet access, you agree that you are solely responsible for obtaining and providing your own Internet access and all necessary software, equipment, or accessories necessary for accessing the System. You are responsible for all fees charged by your Internet access provider in addition to the fees provided to [Company] for use of the System.
4. Hosting . [Company] shall be responsible for hosting the System on servers belonging to or under the control of [Company]. [Company] will be responsible for back-up and security procedures as it deems reasonably necessary to support the System. Additionally, [Company] reserves the right to subcontract hosting to a third party without obtaining your express permission.
6. Maintenance and Support Services . [Company] shall not be required to provide any maintenance or support services for the System. [Company] may, in its sole discretion, issue updates and/or error fixes for the System, but [Company] is under no obligation to provide you with any such updates and/or error fixes. Additionally, [Company] reserves the right to change format and content of the System during the term of the subscription without cause.
7. Ownership of the Database . You acknowledge and agree that the System and any related documentation are proprietary property of [Company], whether or not copyrighted. You further agree that the original and any copies of the System are and shall at all times be the sole and exclusive property of [Company] and you agree that you will take no action in contravention of this fact.
8. Representations and Warranties . You represent and warrant to [Company] that: (i) you have the right, authority, and ability to conduct your business as it is currently being conducted; and (ii) your use of the System shall be strictly in accordance with all applicable laws, rules, regulations and ordinances.
9. Subscription Fee . In consideration of the license granted herein, you agree to pay to [Company] the fee specified in the Price Quote (the "Subscription Fee"). The Subscription Fee shall be paid prior to your accessing or using the System. Payment of the Subscription Fee is a condition precedent to Licensee's right to access and use the System and is non-refundable.
10. Term . This Agreement shall commence on the date specified in the Price Quote (the "Effective Date") and shall continue in force and effect for a period of one (1) year unless terminated in accordance with the terms and conditions contained herein. You will be notified at least 30 days prior to significant alteration(s) to this contract. If you do not agree to the alteration(s), you must notify [Company] within 15 days or cancel service prior to the alteration. Following the initial term, this Agreement shall terminate automatically. The end user will be given the option to renew the subscription for the one-year subscription fee [Company] is charging at the time of renewal. A renewal of the subscription must occur to continue receiving subscription services. [Company] reserves the right to require additional and/or different license terms upon renewal.
11. Termination . [Company] shall have the right to immediately terminate this Agreement if you: (i) fail to perform any material obligation under this Agreement and, where such material obligation is a financial one, fail to cure such nonperformance within ten (10) days following written notice of such failure; (ii) become the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) become the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors. Unless notified by [Company] otherwise, the license terminates on the date your service ends. Upon termination of service, you must destroy a ny electronic or hard copies made during the term of your subscription and uninstall any software related to and/or involving the System.
12. Breach . In the event that you shall at any time be in breach of any of your representations and warranties or any material obligation contained herein and damages result therefrom, [Company] shall be entitled to receive from you, upon demand, the entire amount of costs, claims, demands, damages, losses or liabilities, including without limitation reasonable attorneys' fees and costs, suffered by [Company] and arising from, or allegedly arising from, your breach of this Agreement.
13. Limited Warranty .
EXCEPT AS EXPRESSLY PROVIDED, THE SYSTEM IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, [COMPANY] DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SYSTEM AND ANY RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. [COMPANY] DOES NOT WARRANT THAT THE SYSTEM/WEBSITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, WILL OPERATE WITHOUT INTERRUPTION, OR OTHER PROGRAM LIMITATIONS. ADDITIONALLY, [COMPANY] DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SYSTEM.
Limitation of Liability . [Company]'s cumulative liability to Licensee or any other party for any loss or damage resulting from any claim, demand or action arising out of or relating to this Agreement shall not exceed the Subscription Fee paid by you for use of the System. In no event shall [Company] be liable for any lost profits, losses due to business interruption or other damages, including direct, indirect, incidental, consequential, special or exemplary damages, arising out of this Agreement or the use of the System licensed hereunder as allowed by law.
THROUGHCOLLEGE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE CONTENTS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EXCEPT AS MAY BE EXPRESSLY STATED ON THIS WEBSITE, NEITHER THROUGHCOLLEGE NOR ANY OF ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES OR OTHER AUTHORIZED REPRESENTATIVES SHALL BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SITE, OR THE INFORMATION OR CONTENTS AVAILABLE FROM THIS SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.
THE CONTENTS OF THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE CONTENTS OF THIS SITE. THROUGHCOLLEGE MAY MAKE IMPROVEMENTS, DELETIONS, CHANGES OR OTHER MODIFICATIONS TO THIS SITE, THE CONTENTS HEREOF, AND THE PRODUCTS AND SOFTWARE DESCRIBED HEREIN AT ANY TIME WITHOUT NOTICE.
THROUGHCOLLEGE MAY CANCEL OR SUSPEND YOUR SUBSCRIPTION AT ANY TIME WITHOUT CAUSE AND/OR WITHOUT NOTICE. CANCELLATION OF SERVICE WILL NOT ALTER ANY OBLIGATION TO PAY. If YOUR SUBSCRIPTION IS CANCELED WITHOUT CAUSE, THROUGHCOLLEGE MAY REFUND YOUR SUBSCRIPTION FEE ON A PRO-RATA BASIS.
Any claim related to this license or the System must be brought to the attention of the [Company] within one year. The one-year period applies to the date in which the claim first could be filed. Claims filed outside of the one-year period ARE BARRED.
THROUGHCOLLEGE DOES NOT GUARANTEE ADMISSION INTO ANY SCHOOL, COLLEGE, UNIVERSITY OR SIMILAR PROGRAM. THE ADMISSIONS PROCESS IS OFTEN ARBITRARY AND ACCORDINGLY IT IS EXPRESSLY AGREED THAT THROUGHCOLLEGE IS IN NO WAY LIABLE FOR ANY DECISION MADE BY AN ADMISSIONS COMMITTEE.
15. Force Majeure . Neither party shall be responsible for any cessation or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to, fire, accident, labor difficulty, strike, riot, civil commotion, acts of God, equipment or system failure or changes in any federal, state or local laws, rules, regulations or ordinances.
16. Independent Contractors . The relationship of [Company] to you shall be solely that of an independent contractor. The parties acknowledge and agree that neither [Company] nor you are an agent, partner, or joint venturer of the other. Neither [Company] nor you shall have or hold itself out as having the right or authority to assume or create any obligation or responsibility, whether expressed or implied, on behalf of or in the name of the other, except with the express written consent of the other.
17. Notices . Any notice provided for in this Agreement may be given by certified or registered mail, return receipt requested, and shall be deemed to have been received by the addressee five days following the day it was so mailed. Notices to [Company] or Licensee shall be addressed to the address and person indicated on the Price Quote. Either party may at any time give notice in writing to the other party of any change of address.
18. Governing Law . This Agreement shall be construed in accordance with the laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule.
19. Assignment . Neither this Agreement nor the license granted hereunder may be assigned, in whole or part, by Licensee without the prior written consent of [Company] and any assignment or transfer made in violation of this provision shall be null and void.
20. Severability . All parts of this license apply to the maximum extent permitted by law. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any court of competent jurisdiction, that provision shall be deemed severable from, and shall in no way affect the validity and/or enforceability of, the remaining provisions.
21. Complete Agreement . This Agreement supersedes any prior agreement between the parties and constitutes the sole and exclusive statement of the terms and conditions relating to your use of the Database.
22. Counterparts . This Agreement may be executed in counterparts, including facsimile counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
23. Amendment . No modification or amendment of this Agreement shall be binding on the parties hereto unless agreed to in writing referring specifically to this Agreement and signed by the duly authorized representatives of the parties.
24. Waiver . None of the remedies provided for in this Agreement is intended to be exclusive, and each party shall have available all other remedies now or hereinafter existing at law or in equity or by statute or otherwise. The delay or failure of either party hereto to enforce any of its rights hereunder shall not act as a waiver of any such right, nor shall the waiver of any breach hereunder be deemed a waiver of any subsequent breach of that or any other provision.
Headings . Paragraph headings used in this Agreement are for convenience of reference only, are not part of this Agreement, and shall not be used in construing it.
Use of Third Party Payment Processing: We do not take responsibility for breaches by third parties including, but not limited to, PayPal.