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Terms and Conditions

WEBSITE TERMS AND CONDITIONS

These terms and conditions constitute a legally binding agreement (the “Agreement”) between you and AUCR Marketing, Inc., as well as its representatives, affiliates, officers, directors, successors, and assigns (collectively, “us,” “we,” ”our,” or “University Seekers”), governing your use of the University Seekers website (the “University Seekers Site”) and any related content or services, including (but not limited to) mobile and/or web-based applications (“Applications”, which include your University Seekers profile if you create one, and together with the University Seekers Site, the “Services”). Throughout this Agreement, you will be referred to as “you” or as a “Visitor,” or as applicable, as a “User” or “Purchaser.” These terms apply to you if you use any of the University Seekers Services.

These terms and conditions are divided into three sections, any or all of which may apply to you. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect its terms.

  • GENERAL TERMS AND CONDITIONS
  • PURCHASE TERMS AND CONDITIONS
  • USER TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

In exchange for the University Seekers allowing you to use or visit the University Seekers Site, for giving you the opportunity to create a profile with information about yourself within the University Seekers Site and your University Seekers profile (“Profile”), and/or for allowing you to purchase or use University Seekers’s services, you are agreeing to this Agreement. You are acknowledging that your decision to use the University Seekers Site, and to agree to this Agreement is completely voluntary and for adequate consideration.

PLEASE BE ADVISED THAT PROVISIONS IN THIS AGREEMENT GOVERN HOW CLAIMS YOU AND UNIVERSITY SEEKERS HAVE AGAINST EACH OTHER CAN BE BROUGHT, INCLUDING PROVISIONS REQUIRING YOU TO SUBMIT CLAIMS YOU HAVE AGAINST THE UNIVERSITY SEEKERS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. THIS AGREEMENT ALSO CONTAINS PROVISIONS BY WHICH YOU WAIVE SUBSTANTIAL RIGHTS TO POTENTIAL REMEDIES AND BY WHICH YOU AGREE TO HOLD UNIVERSITY SEEKERS HARMLESS AGAINST CERTAIN CLAIMS. IF YOU DO NOT WISH TO AGREE TO THESE PROVISIONS AND THIS AGREEMENT IN ITS ENTIRETY, DO NOT INDICATE THAT YOU AGREE TO THESE TERMS AND DO NOT USE THE UNIVERSITY SEEKERS SITE OR MAKE A PURCHASE FROM UNIVERSITY SEEKERS.

University Seekers may update these terms and conditions of this Agreement (the “Terms”), at its discretion, from time to time. University Seekers will post the most recent Terms on the University Seekers Site at https://www.universityseekers.com/terms-and-conditions, and the most recent Terms posted shall govern and constitute your Agreement with University Seekers. Each time you use or open the University Seekers Site, revise your Profile, or Purchase or use a University Seekers Service, you are agreeing to the most recent version of these Terms. Please be advised that you have the responsibility to continue to check the University Seekers Site to read and understand the Terms of this Agreement. University Seekers may, but does not need to, notify you that it has updated and revised these Terms. You may also obtain the most recent Terms of this Agreement on request by email to [email protected]; the Subject Line of such email must read “Request for University Seekers Terms and Conditions.”

PURCHASE TERMS AND CONDITIONS

This Agreement sets forth the terms and conditions pursuant to which you may buy, obtain, license, purchase, or use (“Purchase”) any Services offered on or through the Applications or sold by University Seekers.

PLEASE KEEP IN MIND THESE IMPORTANT MATTERS:

  • UNIVERSITY SEEKERS DOES NOT AND CANNOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF ITS SERVICES. THEREFORE, ALL SERVICES ARE SOLD “AS IS” AND ALL SALES ARE FINAL AND ALL PAYMENTS ARE NON-REFUNDABLE.
  • UNIVERSITY SEEKERS PROVIDES SERVICES IN GOOD FAITH; HOWEVER, UNIVERSITY SEEKERS DOES NOT PROVIDE WARRANTIES OR GUARANTEE THE QUALITY OR SAFETY OF ANY SERVICE, NOR DOES IT PROVIDE ANY GUARANTEES REGARDING THE USE OR PERFORMANCE OF ANY THIRD-PARTY APPLICATIONS, INCLUDED BUT NOT LIMITED TO YOUR PROFILE. CONSEQUENTLY, UNIVERSITY SEEKERS SHALL NOT BE UNDER ANY LIABILITY WHATSOEVER AND EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY TO YOU FOR ANY CAUSE (INCLUDING OUR OWN FAULT OR NEGLIGENCE) OR IN RESPECT OF ALLEGED WARRANTIES, DEFECTS, DELAYS, SAFETY, AVAILABILITY, OR CONSEQUENTIAL DAMAGES, AMONG OTHERS. UNIVERSITY SEEKERS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, SAFETY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • ALL INTELLECTUAL PROPERTY RIGHTS IN ANY PURCHASE AND SERVICES (WITH THE EXCEPTION OF INFORMATION AND MEDIA THAT YOU PUT IN YOUR PROFILE (“PROFILE CONTENTS”)) ARE AND SHALL REMAIN THE SOLE PROPERTY OF UNIVERSITY SEEKERS AND ITS LICENSORS. YOU ARE NOT AUTHORIZED OR LICENSED TO, AND YOU SHALL NOT, PRODUCE, MANUFACTURE, COPY, SELL OR DESIGN SIMILAR SERVICES OR ANY OTHER DERIVATIVE WORKS BASED ON UNIVERSITY SEEKERS’S INTELLECTUAL PROPERTY RIGHTS.

(The foregoing includes a summary of certain provisions in this Agreement; please also see the full text of these Terms and Conditions.)

The information in any form in an Application, the University Seekers Site, or any internet-based shopping cart or purchase system (each, a “Purchase Form”) shall be and form an integral part of these Purchase Terms and Conditions. These Purchase Terms and Conditions, and your Agreement with University Seekers, incorporate and include the General Terms and Conditions, the Website Terms and Conditions, and the University Seekers Privacy Policy, as well as any other terms or conditions located on this URL and/or at https://www.universityseekers.com/terms-and-conditions, and may be similarly revised by University Seekers with or without notice. In event of a conflict between these Purchase Terms and Conditions and any other part of your agreement with University Seekers, these Purchase Terms and Conditions shall control.

You acknowledge that University Seekers has no obligation to enter into this Agreement, that University Seekers reserves the right to restrict any Purchaser’s Purchase and any person’s ability to obtain University Seekers Services, at its sole discretion, and that University Seekers may terminate or revise this Agreement without prior notice.

DEFINITIONS

In these Purchase Terms and Conditions, unless otherwise stated explicitly and in addition to other terms defined throughout this Agreement, the following definitions shall apply:

"Force Majeure" means circumstances beyond the relevant party’s control, including acts of God, war, civil unrest, terrorist attack, strike, governmentally declared pandemic, lock-out or other industrial action, and transport, supply-chain or computer failure including any failure or breakdown of related systems upon which the Purchase or the production of University Seekers Services is dependent;

“IPR” means any and all intellectual property rights including copyright, moral rights, database rights, know-how, and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals, and extension of any of the foregoing arising under the laws of any country, state, or jurisdiction in the world;

"Purchase Period" means the period specified as such in the Purchase Form, if any;

"Password" means the unique characters used, if any, to obtain access to portions of the University Seekers Site, Applications and/or your Profile;

"Purchaser" means the parties and Client detailed in the Purchase Form; and

"Purchase Fee" means the price of each University Seekers Services specified in the Purchase Form, as amended from time to time in accordance with this Agreement.

PAYMENT OF FEES

Pursuant to its business practices and in its discretion, University Seekers shall either require the Purchaser to make payment for the Services (or for a password to access the Services) online (via the University Seekers Site, Applications or another third party) or send the Purchaser an invoice for the Purchase Fee as soon as reasonably practicable after execution of the Purchase Form. University Seekers reserves the right to also invoice Purchaser pursuant to University Seekers’s usual pricing, with advance notice, to correct errors or account for additional purchases or costs. Any invoice shall become payable immediately and shall be due and paid in full by Purchaser within 3 days of receipt by Purchaser.

Otherwise, and to the greatest extent permitted by applicable law, all sales of University Seekers Services are final and “as is”; and all Purchase Fees are non-refundable, in whole or in part, regardless of whether or when this Agreement is terminated.

The amounts payable by Purchaser under this Agreement are exclusive of all sales tax or other similar tax which (if applicable) shall also be paid by Purchaser. Purchaser shall pay all amounts payable by it under this Agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, Purchaser shall pay such additional amount as will ensure that the net amount University Seekers receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. University Seekers shall comply with all reasonable requests from Purchaser to file, or to provide Purchaser with, such forms, statements or certificates as shall enable University Seekers or Purchaser to claim a reduced rate of tax or exemption.

Purchaser’s account shall be deemed delinquent if any invoiced amounts that are not disputed in writing and in good faith remain unpaid 10 days after the invoice date. University Seekers shall be entitled to charge a fee to cover additional administrative costs in an amount equal to two and one-half percent (2-1/2%) of the outstanding delinquent amount per month, and to recover, from Purchaser, University Seekers’s costs and attorney’s fees incurred to collect such delinquent amounts. In addition, University Seekers reserves the right to deactivate or suspend Purchaser’s account for as long as Purchaser’s account remains delinquent.

We reserve the right to refuse service to anyone for any reason at any time.

Purchaser’s content (possibly including credit card information), may be transferred unencrypted and involve (a) payment processing by a third party over whom University Seekers has no control and bears no responsibility; (b) transmissions over various networks; and (c) changes to conform and adapt to technical requirements of connecting networks or devices.

LICENSE AND INTELLECTUAL PROPERTY RIGHTS

University Seekers grants Purchaser a limited, revocable, non-transferable, non-assignable, non-sublicense-able, and non-exclusive license to access and use the IPR contained in, represented by, or associated with the University Seekers Service being Purchased (including but not limited to the content, organization, presentation, design, and other attributes of the University Seekers Service being Purchased, which may also include access to and use of Applications such as your Profile, and excluding only Profile Contents) (collectively, “the Service IPR”) for Purchaser’s personal use only on the terms of and for the duration of this Agreement.

All Service IPR subsisting in or used in connection with the Purchase are and shall remain the sole property of University Seekers and its licensors. Purchaser is not authorized or licensed to, and shall not, produce, manufacture, sell or design similar goods, services, or any other derivative works based on University Seekers’s IPR. All present and future rights in and title to such Service IPR are solely and exclusively reserved to University Seekers.

Except as expressly permitted by this Agreement, Purchaser and its users shall not copy, duplicate, distribute, reverse-engineer, reverse-compile, disassemble, record, modify, or otherwise reproduce any part of the Service IPR, nor attempt to do any of the foregoing without obtaining prior written approval of University Seekers. Purchaser acknowledges that (1) the Service IPR and any modifications, compilations, or derivative works, whether in tangible or intangible form and (2) any embodiments of the Service IPR that may be generated by Purchaser or others whether pursuant to or in violation of this Agreement are deemed to be the sole and exclusive property of University Seekers. Subject to the limited license granted to Purchaser by University Seekers under this Agreement, University Seekers reserves all of its rights, title, and interest in the Service IPR and any and all patent rights, copyrights, trademarks, trade secrets, and all other IPR inherent in or in connection with University Seekers Services and the University Seekers Site. This Agreement is non-exclusive and University Seekers may enter into similar agreements with other individuals or entities at its sole discretion.

University Seekers retains exclusive editorial control over the University Seekers Site and University Seekers Services and may make administrative, editorial, or operational decisions it deems necessary or helpful in the normal course of business.

UNIVERSITY SEEKERS’S DUTIES

University Seekers represents and warrants only that it will produce University Seekers Services in a good and workmanlike manner. If an error, mistake, or defect appears in the University Seekers Services or on the University Seekers Site, regardless of its origin or the extent of University Seekers’s culpability or negligence therefore, your sole remedy and University Seekers’s sole liability will be for University Seekers, when reasonably practicable, to use reasonable efforts to repair or replace the Purchased University Seekers Service in a manner that corrects the defect or error in University Seekers’s reasonable discretion, provided that an effort that would require an expenditure of greater than $100 is considered not reasonable.

University Seekers is not responsible for the actions, errors, or omissions of you or any third party, whether or not associated with University Seekers’s Services.

WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF UNIVERSITY SEEKERS SERVICES.

PURCHASER’S DUTIES

Purchaser is responsible for obtaining, procuring, and maintaining all hardware, software, intranets and or networks necessary for accessing the University Seekers Site and Applications such as your Profile. Purchaser also agrees to employ computer anti-virus software of a type comparable to current industry standards on all computer systems that access the University Seekers Site and your Profile.

Purchaser represents and warrants to us that (i) if you are a corporate entity, you are a duly incorporated entity in good standing under the laws of your jurisdiction of incorporation; (ii) all information provided by you is in all respects complete, truthful, and accurate; and (iii) you are responsible for all your acts and omissions.

Purchaser represents and warrants that at all times it shall:

  • Only use the Purchase and any University Seekers Service for your own and permitted purposes;
  • Not allow anyone under 13 to use the Purchase or any University Seekers Service; furthermore, any user under 18 years of age requires the approval of a parent or legal guardian;
  • Be wholly responsible for the use and safety of any University Seekers Service, and all damages, injuries, or costs arising therefrom;
  • Fully ensure Purchaser’s own risks arising from the use and possession of University Seekers Services;
  • Not copy the University Seekers Service or part thereof or transfer, sell, loan, rent, lease or assign any Service IPR;
  • Not duplicate, modify or distribute, reverse engineer, create derivative works of, decompile, disassemble, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, transfer, loan, rent, lease, assign or adapt any portion of the Service IPR, nor merge or incorporate it with any other software nor permit any third party to do so, except solely to the extent permitted by applicable law;
  • Maintain all security measures as may be reasonably required to prevent unauthorized access copying of the Purchase and Service IPR;
  • Not in any circumstances use, nor allow any third party to use, any automated software, process, program, robot, web crawler, spider, data mining, trawling, “screen scraping” or other similar software (regardless of whether or not the resulting information would then be used for its internal purposes) regarding the University Seekers Site;
  • Comply with all Website Terms and Conditions; to the extent of any conflict, the provision most protective of University Seekers’s property and rights shall govern; and
  • Promptly notify University Seekers upon becoming aware of any breach of this provision.

Purchaser shall immediately notify University Seekers of any attempt of which Purchaser has knowledge by any person or entity: (1) to use, distribute, sell, sublicense or disclose any part of the Purchase or Service IPR without authorization of University Seekers or (2) to make an unauthorized copy or modification of, reverse assemble, reverse compile or to otherwise reverse engineer any part of the Purchase or Service IPR.

Purchaser shall immediately notify University Seekers upon learning of any potential infringement or misappropriation by third parties of any of Confidential Information or IPR of University Seekers. University Seekers shall have the sole right and discretion to institute and conduct any legal action against, and/or settlement with, any and all actual or potential third party infringers or misappropriators of Confidential Information or IPR of University Seekers and Purchaser will cooperate with University Seekers, at University Seekers’s expense, in connection with any action taken by University Seekers against such actual or potential infringers or misappropriators. University Seekers shall have no obligation to Purchaser to institute suit against any particular infringer or misappropriator. Purchaser agrees that any infringement or misappropriation of IPR or Confidential Information of University Seekers will cause University Seekers irreparable injury and Purchaser will not contest preliminary or permanent injunctive relief in this case. Any recovery of damages or attorney fees will belong to University Seekers.

Purchaser agrees to indemnify, defend and hold harmless University Seekers, University Seekers’s licensors, and its or their respective officers, directors, employees, reporters, contributors, researchers, affiliates, subsidiaries, agents, successors, and assigns, from and against any and all claims, suits, actions, demands, or proceedings and all damages, losses, costs, expenses or settlement fees incurred in connection with any of the foregoing (including reasonable attorneys’ fees and costs), arising out of or relating to (i) the breach of or default by Purchaser under any representations or warranties contained in this Agreement; (ii) non-compliance by Purchaser (or its agents, contractors, or employees) with laws, statutes, rules, regulations, directives, or guidance of governmental or self-regulatory bodies anywhere in the world, or (iii) the infringement, misappropriation or other violation of copyrights, trademarks, trade secrets, rights of privacy or publicity or other Service IPR that may arise from or relate to the Purchase.

Purchaser acknowledges and accepts as reasonable that the undertakings given in the Purchase Terms and Conditions are of material importance to University Seekers and that University Seekers has entered into this Agreement in reliance on these undertakings. Purchaser acknowledges that University Seekers Service has been developed by University Seekers through substantial amounts of work, time, and expense. Accordingly, Purchaser acknowledges that without affecting any rights or remedies that University Seekers may have, damages would not be an adequate remedy for any breach by Purchaser of the Purchase Terms and Conditions and that University Seekers shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of Purchase Terms and Conditions, and that no proof of special damages shall be necessary for the enforcement of this clause.

University Seekers may immediately and without refund terminate any Purchase or License if Purchaser: repeatedly fails to fully follow instructions or guidelines; breaches any warranty or representation; becomes insolvent; enters into any kind of composition, scheme of arrangement, compromise, or arrangement with its respective creditors generally (or any class of them) save for the purposes of a bona fide University Seekers corporate reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.

After three days from your purchase, termination for any reason shall not relieve Purchaser of its obligations to make any payments due to University Seekers which are outstanding as of the date of termination. Termination shall not affect any accrued rights of either party existing as of the date of termination. Notwithstanding the termination of Purchaser’s Purchase for any reason, all other provisions of this Agreement shall remain in full force and effect, including but not limited to the General Terms and Conditions, Website Terms and Conditions, and Privacy Policy.

LIABILITY

In order to use University Seekers’s Services, you are required to have read, understood, and voluntarily signed University Seekers’s Waiver and Release of Liability. Without limitation to any provisions therein or to other provisions limiting University Seekers’s liability within the Website Terms and Conditions, you also agree:

  • University Seekers and its agents produce University Seekers Services in good faith; however, Purchaser acknowledges that University Seekers does not guarantee the quality of any University Seekers Service. Consequently, University Seekers shall not be under, and excludes to the fullest extent permitted by law: (a) all liability for or any liability whatsoever, for any cause (including our own fault or negligence) or in respect of errors, defects, delays, safety, availability or consequential damages, among others; (b) delays in providing the University Seekers Service or non-availability thereof; or (c) Purchaser’s loss of profit, business revenue, goodwill and anticipated savings and other consequential and special damages. PURCHASER IS WHOLLY RESPONSIBLE FOR THE SAFETY OF AND/OR HAZARDS ARISING FROM THE USE OF UNIVERSITY SEEKERS SERVICES.
  • You represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

Notwithstanding any other provision of this Agreement, neither party excludes or limits liability to the extent that the same may not be excluded or limited under governing law.

GENERAL

University Seekers shall not be under any liability to any other party for any breach of this Agreement that arises by reason of Force Majeure.

Purchaser acknowledges that it is liable for the acts of Purchaser and representations made by Purchaser upon which University Seekers relies in providing services under this Agreement. Purchaser is wholly responsible for the accuracy and quality of the Profile Content and of any specification or measurements that Purchaser, or Purchaser’s agents and contractors, provide to University Seekers. Purchaser is further responsible and wholly liable for Purchaser’s compliance with all applicable laws.

This Agreement is binding upon and shall inure to the benefit of the respective permitted successors and/or assigns of the parties hereto.

University Seekers may identify Purchaser as a Purchaser in its marketing and other public communications and may use generally available versions of Purchaser’s trademarks and logos for such purposes. Otherwise, each party shall refrain from using the other party’s brand, trademarks, logos, slogans, names or other indicia or identity for purposes of marketing and promoting its own Services, unless otherwise permitted in a separate agreement. (University Seekers may also use certain data from and regarding Purchaser for its own marketing and advertising and share that data with third parties for their marketing and advertising purposes, as provided in University Seekers’s Privacy Policy.)

Purchaser agrees that during the term of this Agreement and for a period of one (1) year after termination of this Agreement, Purchaser shall not solicit or hire, discuss employment or consultancy, or hire any employee of or contributor to of University Seekers, either directly or indirectly, without written authorization of University Seekers.

Purchaser shall not participate in the creation or sale of any other commercially available Services or other goods and services similar to University Seekers Services for a period of four (4) years after the Purchase. For the purpose of this subsection, “creation and sale” includes the preparations for operating a business competing with University Seekers including but not limited to the formulation of a business plan, soliciting, interviewing or hiring employees, and soliciting or obtaining financing, equipment or facilities. University Seekers and Purchaser agree that violation of this covenant shall cause irreparable injury to University Seekers and Purchaser will not oppose injunctive relief as recourse to such violation. University Seekers shall be entitled to seek immediate injunctive relief in a court or agency of competent jurisdiction for breach of this provision without waiver of or regard for the dispute resolution procedures or the notice and cure provisions of this Agreement.

USER TERMS AND CONDITIONS

PURPOSE AND INTENT

The University Seekers Site is intended to allow Visitors to obtain information about University Seekers and its work, obtain goods or services from University Seekers, and/or complete a Profile and submit that Profile to University Seekers.

Your use of the University Seekers Site and your Profile is governed by these terms and conditions.

University Seekers may, at its complete discretion, use information in each Profile for the purposes contemplated herein. University Seekers and its permitted third parties may also communicate with you for promotional and marketing purposes.

University Seekers may (or may not), at their complete discretion, use your Profile and information therein to determine which Visitors to allow to participate in events; however, you agree that University Seekers is not responsible in any way for any event, attempted event, or the conduct, participants or location thereof. University Seekers does not guarantee that you will be invited to any event, or that any event to which you are invited will take place.

Visitor acknowledges and agrees that they are primarily responsible for their own safety and share responsibility for the safety of other Visitors. In consideration for University Seekers allowing Visitor to use the University Seekers Site, Visitor to the greatest extent permitted under law assumes all risk of such participation and hereby releases University Seekers and all its directors, officers, employees and agents from any and all claims for any injury of any kind to Visitor or other damages that may occur as a result of Visitor’s use of the University Seekers Site, participation in an event, or use or consumption of any University Seekers Service, including without limitation any personal injuries or other damages that may be caused by the negligence of University Seekers or negligence of any University Seekers director, officer, employee, or agent (including without limitation negligently failing to adequately investigate or screen personnel), and agrees not to file any lawsuit or otherwise make any claim against University Seekers or any University Seekers director, officer, employee or agent for any such injury or other damages.

INFORMATIONAL SITE

It is the inherent and intended nature of University Seekers and the University Seekers Site to provide information and opinion, any of which may be and likely are based on incomplete information, developing or changing information or circumstances, third-party sources who may or may not be acting in good faith. You acknowledge this nature; indeed, you acknowledge that part of the value you receive from University Seekers and the University Seekers Site is that we may provide such information.

THEREFORE, YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION AS A VISITOR AND YOUR USE OF THE UNIVERSITY SEEKERS SITE AND APPLICATIONS (INCLUDING YOUR PROFILE) IS AT YOUR OWN RISK. THE UNIVERSITY SEEKERS SITE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY, PROMISE OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE, NOR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE UNIVERSITY SEEKERS SITE, NOR YOUR PROFILE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, SAFETY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE UNIVERSITY SEEKERS SITE, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, PURCHASE OR SUBSCRIPTIONS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE UNIVERSITY SEEKERS SITE AND YOUR PROFILE, AND/OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Neither University Seekers nor the University Seekers Site provide medical, legal, financial, accounting, professional, investment or other expert advice. You expressly agree that University Seekers is not your fiduciary and owes you no fiduciary, expert, professional or heightened duty.

We do not warrant that your use of the University Seekers Site will be accurate, reliable, secure, uninterrupted, always available, or error- free, that any defects in the University Seekers Site will be corrected, or that the University Seekers Site is free of viruses or other harmful components. University Seekers is not responsible for the conduct, whether online or offline, of any Visitor or other user of the University Seekers Site. You are solely responsible for your interactions with other Visitors and users of the University Seekers Site. By using the University Seekers Site, you agree to assume such risks.

OWNERSHIP, INTELLECTUAL PROPERTY, AND CONTENT

University Seekers, the name “University Seekers,” and all of University Seekers’s related content, tangible expressions, trade names, trademarks, moral rights, inventions, discovery, Service IPR and any other form of intellectual property of any kind, generated by University Seekers or by your use of the University Seekers Site, in the past or future and in any medium, are the property of University Seekers. By this Agreement, University Seekers grants you only a limited license within the United States to use the University Seekers Site only as a Visitor consistent with and limited by the Terms of this Agreement. You may not assign, sublicense, or hypothecate this license.

Such license, and your right to use the University Seekers Site, may be terminated by University Seekers in its complete discretion at any time; and shall automatically and immediately terminate upon your breach of this Agreement or upon the termination of this Agreement for any reason. Upon the termination of this license, you shall retain no rights of any kind to use the University Seekers Site or any University Seekers intellectual property.

By using the University Seekers Site and by being a Visitor, you agree that any feedback, comments or information, anywhere, about your experience on the University Seekers Site or your use and enjoyment of University Seekers Services (“Feedback”) that you provide will become the property of the University Seekers and you agree that University Seekers may use or otherwise exploit all or part of your Feedback or any derivative thereof in any manner or media now known without any further remuneration, compensation or credit to you. You represent and warrant that you have right to assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third-party intellectual property rights.

Opinions, advice, reviews, statements, offers, or other information or content concerning University Seekers, training, events, the University Seekers Site, and its Visitors or made available through the University Seekers Site, but not directly by University Seekers, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from, or from your reliance on, information or other content posted on the University Seekers Site or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the University Seekers Site and to remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or harassing, or that might violate the rights, harm, or threaten the safety of Visitors or others.

VISITOR REPRESENTATIONS AND WARRANTIES

Regarding your use of the University Seekers Site, your Profile, and your participation in any related event, you represent, warrant, and agree that:

  • You are age 18 or older and fully and legally capable of understanding and agreeing to these Terms (or you are at least 13 years old and your parent or guardian is accepting the Terms on your behalf);
  • You voluntarily and knowingly assume and accept any and all risks associated with your use of the University Seekers Site and participation in an event; and
  • You will indemnify, defend and hold harmless University Seekers from and against any and all losses, costs or damages, including attorney fees, directly or indirectly arising from or related to (a) your use of the University Seekers Site or a Purchase, and (b) any breach by you of this Agreement.

RESTRICTED ACTIVITIES

With respect to your use of the University Seekers Site and your Profile, your use and license of a Purchase, or your participation in events, you agree, represent and warrant that you will not:

  • impersonate any person or entity, create or use any “fake” account, or create a Profile with inaccurate, untruthful, or fictitious information about you or any other purported person;
  • stalk, threaten, or otherwise harass any person, or carry any weapons;
  • violate any applicable law, statute, rule, permit, ordinance, regulation, or rule of an event or any applicable Code of Conduct;
  • interfere with or disrupt the University Seekers Site, your Profile, or the operations of University Seekers;
  • post information or interact on the University Seekers Site, or use the University Seekers Site, or your Profile, or behave at an event, in a manner that is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
  • use the University Seekers Site in any way that infringes on University Seekers’s or any third party’s rights, including: IPR, copyright, patent, trademark, trade secret, confidentiality or other proprietary rights or rights of publicity or privacy;
  • post, email or otherwise transmit any malicious code, files, or programs designed to interrupt, damage, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data, or personal information;
  • “frame” or “mirror” any part of the University Seekers Site, without our prior written authorization, or use meta tags, code, or other devices containing any reference to us in order to direct any person to any other website for any purpose;
  • modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the University Seekers Site, University Seekers’s IPR or any software used on or for the University Seekers Site;
  • rent, lease, lend, sell, redistribute, infringe, license or sublicense the University Seekers Site or access to any portion of the University Seekers Site or any other University Seekers intellectual property;
  • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation, of the University Seekers Site or its contents;
  • transfer or sell your Visitor account, password, and/or identification to any other party;
  • discriminate against, taunt, insult, bully, or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation, or any category or distinction protected by applicable law; or
  • cause any third party to engage in the restricted activities above.

DISPUTES

To the extent permitted by applicable law, you must give Notice of any dispute or Claim between us or against University Seekers (each a “Claim” and collectively, “Claims”) at least 90 days before pursuing or filing any other remedy in law or equity. “Notice” by you, for purposes of this Agreement, means a written notification delivered to University Seekers by certified mail, including the claimant’s name, address, daytime telephone number, email address, and a reasonably complete statement of the nature of and grounds for the Claim. Such complete and timely notice is a condition precedent to your right to pursue any remedy or Claim against University Seekers. Any Notices to you shall be provided to you through the University Seekers Site or given to you via the email address or by regular mail to the physical address you provide to University Seekers during the registration process.

YOU AND UNIVERSITY SEEKERS MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION AS SET FORTH BELOW.

This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after this Agreement terminates or your relationship with University Seekers ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims between you and University Seekers, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

EXCEPT AS EXPRESSLY PROVIDED BELOW, ALL DISPUTES AND CLAIMS BETWEEN US SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND UNIVERSITY SEEKERS. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the University Seekers Site, University Seekers Services, your Profile, any other goods or services made available through the University Seekers Site, a Purchase, your relationship with University Seekers, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by University Seekers, any city, county, state or national wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by University Seekers and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND UNIVERSITY SEEKERS ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

Arbitrations shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Princeton, New Jersey. The arbitration shall be governed by the laws of the State of New Jersey. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

YOU UNDERSTAND AND AGREE THAT YOU AND UNIVERSITY SEEKERS MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND UNIVERSITY SEEKERS BOTH WAIVE THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST UNIVERSITY SEEKERS, WHICH ARE ADDRESSED SEPARATELY.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNIVERSITY SEEKERS, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRIBUTORS, OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR INCOME, PAIN AND SUFFERING, LOSS OF DATA, DAMAGE FOR EXPOSURE OF PERSONAL OR IDENTIFYING INFORMATION, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF UNIVERSITY SEEKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, UNIVERSITY SEEKERS’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’, CONTRIBUTORS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that University Seekers has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

OTHER TERMS

These Terms and this Agreement incorporate and include the University Seekers Privacy Policy, located below and/or at https://www.universityseekers.com/terms-and-conditions. Your agreement to these Terms incorporates your agreement and consent to that Privacy Policy.

We agree and deem that all performance by University Seekers under this Agreement occurs in the United States. If you are not located in the United States, or transfer your data through another country, you are not permitted to use the University Seekers Site.

This Agreement shall be governed by the laws of the State of New Jersey without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. University Seekers may assign this Agreement, in whole or in part, in its discretion. Visitor shall not assign any of its rights, obligations or benefits under this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation.” A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and University Seekers with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.