Admission Representative Terms and Conditions

These admissions representative terms and conditions (the "Terms") apply to your access and use of the web site owned and operated by Canopy Education, Inc., dba CollegeVine ("CollegeVine" and/or the "Company"), www.collegevine.com (the “CollegeVine Site”). By creating an account on the CollegeVine Site, including the CollegeVine student recruiting network (“CollegeVine Network”), or by accessing CollegeVine’s university analytics dashboard (“CollegeVine Analytics Dashboard”), you agree with and accept these Terms. CollegeVine may revise these Terms at any time by updating them as they are displayed on the CollegeVine Site. We are not required to contact you prior to changing these Terms. You should visit this page periodically to review these Terms, because they are binding on you. The terms "you" and "your" as used herein refer to all individuals or entities who create an account and access the CollegeVine Site through the admission representative onboarding process.

Permitted Use and Use Restrictions

You represent and warrant that you are an employee of, and authorized admissions representative for, the educational institution you indicated when you created your CollegeVine Network account, or when you signed up to access the CollegeVine Analytics Dashboard (“Admissions Representative”). As such, CollegeVine authorizes you to access and use the CollegeVine Site for the purpose outlined in these terms.

Access to the CollegeVine Site is provided to you on an “as is” and “as available” basis, and CollegeVine hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to such access.

Your use of the CollegeVine Site is conditioned upon the following restrictions:

You agree that you will not, under any circumstance,

Proprietary Rights

You acknowledge and agree that CollegeVine, and our licensors, retain ownership of all intellectual property rights of any kind related to the CollegeVine Site. This shall include applicable copyrights (including text, images, graphics, logos, links, button icons, software and other content), trademarks and other proprietary rights. Other product, company or educational institution names that are mentioned on the CollegeVine Site may be trademarks of their respective owners. Use of any CollegeVine trademark or any other trademark listed is prohibited without express written consent.

CollegeVine Analytics Dashboard

The CollegeVine Analytics Dashboard is a tool (or tools) offered by CollegeVine that provides information and analytics related to the recruitment and enrollment of students at colleges and universities. To access the CollegeVine Analytics Dashboard, you will be required to provide your name, title, email address and university affiliation. CollegeVine takes the confidentiality of user information seriously and employs robust security measures to protect sensitive data. Please see our privacy policy for more information (www.collegevine.com/legal/privacy).

Through your use of the analytics dashboard, you may, from time to time, submit or upload specific information about your university’s enrollment funnel, or other institutional information and statistics. You understand and agree that any data collected by CollegeVine through your use of the CollegeVine Analytics Dashboard shall be kept strictly confidential, except for the purpose of publishing anonymized aggregate statistics.

CollegeVine Network

The CollegeVine Network provides opportunities for Admission Representatives to connect and engage with certain CollegeVine users (“Users”) who are interested in learning about your educational institution and have opted in to connect with you.

Through the use of the CollegeVine Network, you may, from time to time, submit, upload, publish, deliver, broadcast, or otherwise make available to CollegeVine, and CollegeVine Users, your content, reviews, feedback, and other information (“Content”).

You represent and warrant that: (i) you either are the sole and exclusive owner of all Content or you have all rights, licenses, consents and releases necessary to deliver the Content to CollegeVine, and Users, and to grant CollegeVine the license to the Content as set forth below; and (ii) neither the Content, nor your submission, uploading, publishing or otherwise making available of such Content, nor CollegeVine’s use of the Content as permitted herein will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of personality, publicity or privacy, or any moral rights, or result in the violation of any applicable law or regulation.

You agree not to provide Content that (i) is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, deceptive, or otherwise offensive, as determined by CollegeVine in its sole discretion, whether or not such material may be protected by law, (ii) advertises funds, goods or services, other than to promote educational opportunities at your institution, (iii) contains viruses or other material that may damages another’s computer, (iv) infringes any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity; or (v) otherwise violates any of the restrictions set forth in the section of these Terms titled “Permitted Use and Use Restrictions”. CollegeVine may, at its sole discretion, review, monitor, or remove Content, at any time and for any reason, without notice to you. However, CollegeVine is under no obligation to review, monitor or remove Content.

Finally, by providing Content, you grant CollegeVine and its affiliates a perpetual, royalty-free, irrevocable, and unrestricted worldwide right and license to use, reproduce, modify, adapt, publish, record, translate, create derivative works from and distribute the Content or incorporate the Content into any form, medium, or technology now known or later developed, for any purposes. You also grant CollegeVine a license to record any video Content and grant to the Company a perpetual, worldwide, non-exclusive license to use your name, likeness, voice, photograph and/or biographic data in connection with the promotion and marketing of video Content or works in which the video Content is incorporated.

Password

When you register at the CollegeVine Site, you may be asked to create a password for future access to your CollegeVine Site account. You must maintain the confidentiality of your password as you are responsible for all activity that occurs under your account when authenticated with your password. You agree to notify CollegeVine immediately of any unauthorized use of your account or password, or any other breach of security. If you lose your password, CollegeVine may email your password to the email address in our records and associated with your account. CollegeVine is not liable for any misuse as a result thereof.

Violation of These Terms

Any violation of these Terms as determined by CollegeVine, in its sole discretion, may result in the immediate denial of access to the CollegeVine Site. CollegeVine may take these actions at any time, in its sole discretion, with or without notice, and without any liability to the account holder or user whose access is blocked or terminated.

Interaction With Users

The CollegeVine Site may contain features that facilitate your connection and communication with Users on the CollegeVine platform. CollegeVine serves as an intermediary in order to facilitate these connections.

Your participation on the CollegeVine Site, and your communication with Users, is contingent upon, and you hereby agree, to conduct such business in strict legal compliance and with the highest ethical standards, which shall include, but not be limited to, the following responsibilities. You agree to,

No Warranties

You understand that your use of the CollegeVine Site is not a guarantee that Users will show an interest in, apply to, or enroll at your educational institution. CollegeVine takes no responsibility for the decisions or actions of Users participating on the CollegeVine Site. CollegeVine only serves as the coordination platform to connect you with Users. The decisions surrounding admissions, enrollment, and matriculation, are entirely at the discretion of the educational institution and each User. CollegeVine has no liability if correspondence between you and Users is not received or is only partially received. It is your responsibility to confirm with Users that your correspondence has been received.

The Web Site Content, including the CollegeVine Analytics Dashboard, may contain inaccuracies or typographical errors. CollegeVine makes no representations about the accuracy, reliability or completeness, of any CollegeVine Site, the CollegeVine Analytics Dashboard, or the Web Site Content or the timeliness of any services therein provided. The use of the CollegeVine Site, the CollegeVine Analytics Dashboard, and the Web Site Content is at your own risk. Changes are periodically made to the CollegeVine Site. While we will endeavor to make these changes at a time least likely to interfere with your use of any CollegeVine Site, such changes may be made at any time.

THE COLLEGEVINE SITE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COLLEGEVINE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE COLLEGEVINE SITE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COLLEGEVINE MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE COLLEGEVINE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE COLLEGEVINE SITE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

Limitation of Damages

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLLEGEVINE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF USE OR DATA, OR FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) YOUR USE OR INABILITY TO USE THE COLLEGEVINE SITE OR THE WEB SITE CONTENT; (B) THE COLLEGEVINE SITE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE COLLEGEVINE SITE AVAILABLE; OR (C) ANY OTHER INTERACTIONS WITH COLLEGEVINE OR BETWEEN YOU AND ANY THIRD PARTY THROUGH THE COLLEGEVINE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COLLEGEVINE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

Links to Other Sites And/Or Materials

On the CollegeVine Site, CollegeVine may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to CollegeVine Site users. CollegeVine has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by CollegeVine, and CollegeVine is not responsible for any Third Party Sites accessed through the CollegeVine Site or any Third Party Applications, Software or Content posted on, available through or installed from the Third Party Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by CollegeVine. If you decide to leave the CollegeVine Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the CollegeVine Site or relating to any applications you use or install from the site.

No Resale or Unauthorized Commercial Use

You agree not to resell or assign your rights or obligations under these Terms and any purported assignment is null and void. You also agree not to make any unauthorized commercial use of any CollegeVine Site.

Indemnity

You agree to defend, indemnify, and hold harmless CollegeVine, its members, officers, directors, employees and agents, from and against any claims, actions or demands, including reasonable legal and accounting fees, arising out of the use of any CollegeVine Site by you or any account you created. CollegeVine will provide notice to you promptly of any such claim, suit, or proceeding and will assist you, at your expense, in defending any such claim, suit or proceeding. CollegeVine reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you must provide CollegeVine with any cooperation CollegeVine reasonably requests.

Modification of Terms

These Terms may be amended at any time and from time to time, by a revised posting on this page and updating the Last Updated date. We do not undertake any obligation to otherwise notify you of such amendment. If you continue to use the CollegeVine Site, you signify your agreement to our revisions to these Terms. All provisions of these Terms that by their nature must survive the termination of your use of a CollegeVine Site will survive, including the Limitation on Damages and Indemnity.

General Terms

If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of CollegeVine to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of these Terms.

You agree that any cause of action related to or arising out of your relationship with CollegeVine must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms and your use of the CollegeVine Site are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions.

CollegeVine makes no claims that any CollegeVine Site or the Web Site Content may be lawfully viewed or accessed outside of the United States. If you access a CollegeVine Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

CollegeVine may assign or delegate these Terms and/or CollegeVine’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without CollegeVine’s prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THE TERMS, AND WILL BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY AT www.collegevine.com/legal/privacy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS.