[READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY, BECAUSE BY SELECTING "I
ACCEPT" OR OTHERWISE USING THE RIGHTSTUDENT COLLEGE RECRUITING PORTAL, YOU ARE
AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF
THESE TERMS AND CONDITIONS OR DO NOT WISH TO BE BOUND BY THIS EULA, DO NOT CLICK
"I ACCEPT” OR USE THE PORTAL.]
GENERAL: This EULA governs the use of the college recruiting portal made available
by or on behalf of Scholarships.com, LLC ("Licensor", "we", "us" or "our"). For
purposes of this EULA, "Portal" means such website, located at http://www.RightStudent.com,
together with all components thereof and all updates, patches, fixes, modifications
and enhancements thereto, including releases of new versions, automatically without
additional consent or action on your part or otherwise, and any and all accompanying
documentation, files and materials.
LICENSE GRANT: Subject to your agreement and compliance with the terms and conditions
of this EULA, RightStudent grants to you a limited, personal, non-exclusive,
non-transferable and revocable license (without the right to sublicense) to access
and use, via the internet, using a web browser, solely for your internal business
use. For the avoidance of doubt, the foregoing license may not be shared or used
without the purchase and/or permission of additional licenses from RightStudent
for each additional user accessing, displaying, running, and/or using the portal.
For purposes of the foregoing license grant, except for services designated "free"
or "freeware" by RightStudent (i.e., services that do not require the payment
of any license fee at any time), the continued use of the Portal pursuant to Section
2 above after the expiration of the applicable "trial period" designated by RightStudent
without the payment of the applicable license fee is outside the scope of the foregoing
license and a violation of this EULA and United States ("U.S.") and international
copyright laws.
RESTRICTIONS: The foregoing rights in and to the Portal are the only rights granted
to you in connection with this EULA, and any and all rights not expressly granted
to you by the license described Section 2 above are expressly and fully reserved
by us and/or our licensors. Your license and right to access and use the Portal
is limited to employees of your institution as provided for by RightStudent.
If an additional user is required by your institution, you must formally request
the addition of said user by RightStudent. Except as specifically provided in
this EULA or for backup or archival purposes specifically permitted by law, you
may not use or make any other copies of the Portal or any of its parts. In addition,
you are not permitted to distribute, transmit, sublicense, lease, sell, rent or
otherwise transfer the Portal or any of the data therein to any other person, firm
or enterprise, nor are you permitted to tamper with or attempt to bypass, modify,
defeat or otherwise circumvent the operation of the Portal or alter, adapt, translate,
reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose
the Portal source code or underlying programming or architecture.
PROPRIETARY RIGHTS: RightStudent owns all right, title and interest in and to
the Portal including, without limitation, all intellectual and proprietary rights
appurtenant thereto, and, except for the limited license granted to you herein,
nothing in this EULA shall be construed to transfer, convey, impair or otherwise
adversely affect RightStudent's ownership or proprietary rights therein or any
other RightStudent information or materials, tangible or intangible, in any
form and in any medium.
DATA COLLECTION AND USE: You hereby agree that RightStudent, its parent, subsidiaries,
affiliates, and their respective successors and assigns, may collect and use certain
technical information associated with your use of the Portal, including, without
limitation, any information provided in connection with any support or technical
services for the Portal (should we link to additional text published on our site
here?).
TERMINATION: We have the right to terminate this license and your right to use the
Portal at any time for any reason, including in the event we reasonably believe
you have failed to comply with any term or condition of this EULA. If this license
or your right to use the Portal terminates for any reason or you do not agree with
all these terms and conditions or you wish to discontinue your use of the Portal,
you must stop all use of the Portal.
DISCLAIMER OF WARRANTY: THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR
THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE PORTAL OR THIS EULA. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE PORTAL AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT
AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE PORTAL IS MADE AVAILABLE TO YOU ON AN "AS IS" AND
"AS AVAILABLE" BASIS AND RIGHTSTUDENT DOES NOT GUARANTEE, WARRANT OR REPRESENT
THAT THE PORTAL SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS
OF USE OF THE PORTAL SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT,
ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE
RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING, USING AND/OR DISTRIBUTING THE
PORTAL.
LIMITATIONS OF LIABILITY: YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, NEITHER RIGHTSTUDENT NOR ITS PARENT, SUBSIDIARIES,
AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, BUSINESS AND PROMOTIONAL PARTNERS,
OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, RESELLERS AND CONTRACTORS SHALL, UNDER
ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY
KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPENSATORY,
CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,
IN CONNECTION WITH OR ARISING FROM ANY USE OF THE PORTAL OR OTHERWISE IN CONNECTION
WITH THIS EULA. YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE
REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE PORTAL OR THIS EULA, EVEN IF YOU
CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL BE TO HAVE RIGHTSTUDENT,
UPON WRITTEN NOTICE FROM YOU, ATTEMPT TO REPAIR, CORRECT OR REPLACE THE PORTAL.
IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE
IN THE SOLE AND ABSOLUTE DISCRETION OF RIGHTSTUDENT, EITHER YOU OR RIGHTSTUDENT
SHALL HAVE THE RIGHT TO TERMINATE AND DISCONTINUE YOUR USE OF THE PORTAL. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES
AND REMEDIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS
EULA MAY NOT APPLY TO YOU.
INDEMNIFICATION: You agree to defend RightStudent, its parent, subsidiaries,
affiliates and/or their respective successors and assigns, officers, directors,
employees, agents, licensors, representatives, advertisers, business and promotional
partners, operational service providers, suppliers, resellers and contractors (the
"RightStudent Indemnified Parties") against any and all claims, demands and/or
actions and indemnify and hold the RightStudent Indemnified Parties harmless
from and against any and all losses, damages, costs and expenses (including reasonable
attorneys' fees), resulting from any breach or violation of this EULA, infringement,
misappropriation or any violation of the rights of any other party, violation or
non-compliance with any law or regulation, the breach or violation of any term or
condition of your Agreement with us, any use, alteration or export of the Portal
or otherwise in connection with this EULA. We reserve the right to assume, at our
expense, the exclusive defense and control of any claims or actions and all negotiations
for settlement or compromise, and you agree to fully cooperate with us upon our
request. GOVERNING LAW AND INTERPRETATION: This EULA and all disputes, claims, actions,
suits or other proceedings arising hereunder shall be governed by, and construed
in accordance with, the substantive law of the State of Illinois applicable to contracts
wholly made and to be performed within the State of Illinois. You agree to irrevocably
submit to the sole and exclusive jurisdiction of the courts of Illinois State and
the Federal courts of Illinois, situated in the City of Chicago, Cook County, Illinois.
You further irrevocably consent to the exercise of personal jurisdiction by such
courts and waive any right to plead, claim or allege that Illinois is an inconvenient
forum. No amendment, modification, waiver or discharge of any provision of this
EULA shall be valid unless made in writing and signed by an authorized representative
of RightStudent. No failure or delay by RightStudent to exercise any right
or enforce any obligation shall impair or be construed as a waiver or on-going waiver
of that or any or other right or power, unless made in writing and signed by RightStudent.
If any provision of this EULA is held to be illegal, invalid or unenforceable, the
remaining provisions of this EULA shall be unimpaired and remain in full force and
effect.