Last Updated: July 7, 2021
You are eligible to use the Site only if you are an employee and an Authorized User (as defined in the Agreement) of one or more schools and subject to the terms of an executed Program Services Agreement between us and your employer (the “Agreement”). Further, you must be at least 18 years of age to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; and (b) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
Changes to the Terms
We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use, on a going forward basis. If a change to these Terms materially modifies your rights or obligations, we will require that you accept the modified Terms in order to continue to use the Site. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Changes to the Site
We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.
Subject to these Terms, CollegeSpring grants you a limited, revocable license to access and use the Site solely for its intended purpose, to learn more about our products and services. Additionally, CollegeSpring may grant you the right to access and use the Site for the purpose of uploading and accessing data and information in connection with CollegeSpring’s college admission test preparation programs (the “Programs”). No other use of the Site is authorized.
You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own non-commerical use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.
CollegeSpring may request or permit you to upload information to the Site, including documents, data, including student data, and other information regarding the Programs on behalf of one or more schools (collectively, “Program Information”). Subject to the licenses granted in these Terms, you retain all right, title and interest in and to any copyright and other proprietary rights that you may hold in the Program Information that you upload to the Site. By uploading Program Information to the Site, you hereby grant CollegeSpring a non-exclusive, worldwide, royalty-free, fully paid license to use, store, process, and transmit the Program Information (a) to provide support and materials for the Programs, and (b) in an aggregated and anonymized format that does not identify such company as the source of the Program Information to develop and improve CollegeSpring’s products and services. CollegeSpring will treat Program Information as confidential and use reasonable measures to prevent its unauthorized disclosure, but may disclose it solely as part of an aggregated and anonymized data set. You represent and warrant that (i) all Program information you upload to the Site will be truthful, accurate and complete; (ii) you have the necessary licenses, rights, consents, and permissions to upload the Program Information to the Site and to confer to CollegeSpring the license granted in these Terms; (iii) the Program Information, and CollegeSpring’s use of it, does not infringe, violate, or misappropriate any third party right; and (iv) use of Program Information will not cause CollegeSpring to violate any law or regulation.
The Site is owned and operated by CollegeSpring. We or our licensors retain all right, title, and interest in and to the Site and Site Content and any trademarks, logos, or service marks displayed on the Site or in Site Content (“Marks”). The Site, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. Except as expressly authorized by CollegeSpring, you may not make use of the Site, Site Content, and Marks.
Links and Third Party Content
The Site may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.
Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Site.
CollegeSpring may provide you with a mechanism to provide feedback, suggestions, and ideas about the Site or us (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Site, our products, or services. You hereby grant us an unrestricted, perpetual, worldwide, fully transferable, fully sublicensable, irrevocable, royalty-free right to exploit the Feedback in any manner for any purpose.
Disclaimer of Warranties
YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COLLEGESPRING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COLLEGESPRING OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. HOWEVER, COLLEGESPRING DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT COLLEGESPRING IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
Limitation of Liability
COLLEGESPRING WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COLLEGESPRING HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT OR YOUR PROVISION OF ANY PROGRAM INFORMATION. UNDER NO CIRCUMSTANCES WILL COLLEGESPRING’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT OR YOUR PROVISION OF ANY PROGRAM INFORMATION (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You hereby represent and warrant that your use of the Site, including uploading any Program Information, or other data, will be in compliance with all applicable laws. You will indemnify and hold CollegeSpring, and affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your violation of these Terms, your violation of any rights of a third party through use of the Site or Site Content, or your breach of any representation or warranty made by you within these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard to conflict of law provisions of that State. Any legal suit, action, or proceeding relating to these Terms must be instituted in the federal or state courts located in San Francisco County, California. You irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
In the event of any dispute arising under or relating to these Terms, CollegeSpring and you both agree to first attempt to resolve such dispute amicably through informal dispute resolution, which shall commence by one party sending a notice of dispute to the other party. Following such notice, representatives from both parties with authority to resolve the dispute shall meet and confer to negotiate a resolution. Any dispute that is not resolved within thirty (30) days after the initial meeting or forty-five (45) days after the initial notice shall be determined and settled by confidential arbitration, conducted in English, held in San Francisco County, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
If any provision of these Terms or its application is invalid, illegal, or unenforceable in any respect, such provision or its application shall be enforced to the fullest extent permissible under the law, and these Terms shall be deemed to be amended accordingly. The validity, legality, and enforceability of all other applications of the provision in question and of all other provisions and applications shall not in any way be affected or impaired.
The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.
These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
If you have any questions or concerns about the Site or these Terms, you may contact us by email at [email protected], or write to us at:
1990 N. California Blvd. Suite 20
Walnut Creek, CA 94596