Terms of Use - CollegeSpring

CollegeSpring Website Terms of Use

Last Updated: March 16, 2023

Welcome, and thank you for your interest in CollegeSpring, Inc. (“CollegeSpring,” “we,” “us,” or “our”) and our website at collegespring.org, including subdomains of that website (collectively, the “Site”). These Website Terms of Use are a legally binding contract between you and CollegeSpring regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the SITE. YOUR USE OF THE SITE, AND COLLEGESPRING’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY COLLEGESPRING AND BY YOU TO BE BOUND BY THESE TERMS.

1. Overview. The Site provides information about CollegeSpring’s test preparation program.

2. Eligibility. You must be at least 18 years old to access and use the Site or, if you are under the age of 18, your parent or legal guardian must agree to these Terms on your behalf and both you and your parent or legal guardian agree to bind you to these Terms and be liable for any breach of these terms by you. By accessing or using this Site, you represent and warrant to us that 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 accessing or using this Site 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.

3. Licenses

3.1. Limited License. Subject to your complete and ongoing compliance with these Terms, CollegeSpring grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

3.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) use the Site for any illegal purpose or in violation of any local, state, national, or international law; (b) infringe the Site, including reproduce, distribute, publicly display, or publicly perform the Site; (c) make modifications to the Site; (d) interfere with or circumvent any feature of the Site or interfere with a users’ enjoyment of the Site, including any security or access control mechanism, or (e) reverse engineer or otherwise attempt to discover the source code of any portion of the Site.

3.3. Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant CollegeSpring an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

3.4. Ownership; Proprietary Rights. The Site is owned and operated by CollegeSpring. The visual interfaces, graphics, design, compilation, information, reports, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by CollegeSpring are protected by intellectual property and other laws. All Materials included in the Site are the property of CollegeSpring or its third-party licensors. Except as expressly authorized by CollegeSpring, you may not use the Materials. CollegeSpring reserves all rights to the Materials not granted expressly in these Terms.

4. Linked Websites. The Site may contain links to third-party websites. Third-party websites are not under CollegeSpring’s control, and CollegeSpring is not responsible for their content.

5. Donations. CollegeSpring may provide you with an opportunity to donate to CollegeSpring on the Site through a third party. Should you choose to donate to CollegeSpring through such third party, your donation is governed by such third party’s terms, conditions, and privacy policy.

6. Communications via Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

7. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 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.

8. Modification of the Site. CollegeSpring reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. CollegeSpring will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

9. Term. These Terms are effective beginning when you accept the Terms or first access or use the Site, and ending when terminated as described in this Section 9. Upon termination of these Terms: (a) you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) all definitions and Sections 3.2, 3.4, and 6 through 13 will survive termination.

10. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify CollegeSpring and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “CollegeSpring Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; or (d) any dispute or issue between you and any third party. 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 the applicable claims.

11. Disclaimers; No Warranties

11.1. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COLLEGESPRING DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COLLEGESPRING DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COLLEGESPRING DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

11.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, COLLEGESPRING ENTITIES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND COLLEGESPRING. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR ACCESS TO OR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

11.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. COLLEGESPRING DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT COLLEGESPRING IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

12. Limitation of Liability

12.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COLLEGESPRING ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COLLEGESPRING ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

12.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COLLEGESPRING ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

12.3. 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 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Miscellaneous

13.1. General Terms. These Terms, together with the Privacy Policy available at https://collegespring.org/privacy-policy (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and CollegeSpring regarding your use of the Site. 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. 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. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

13.2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and CollegeSpring submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California, for resolution of any lawsuit or court proceeding permitted under these Terms.

13.3. Privacy Policy. Please read the Privacy Policy (https://collegespring.org/privacy-policy) carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

13.4. Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of CollegeSpring (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

13.5. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

13.6. Contact Information. The Site is offered by CollegeSpring, Inc., located at 1990 N California Blvd, 8^th Floor, Walnut Creek, CA 94596. You may contact us by sending correspondence to that address or by emailing us at info@collegespring.org.

13.7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

13.8. No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.

13.9. International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.