The College Fair Booth Terms of Service

These Terms and Conditions (collectively, the “Agreement”) create a contract between you (“Client”) and Strada Education Network, Inc., including its affiliates and subsidiaries (“Strada”). Please read the Agreement carefully, as it sets forth the general legal terms governing the relationship between the parties with respect to Client’s access to and use of Strada’s College Fair software-as-a-service solution (the “Platform”).   

By clicking “Agree”, you confirm your understanding and acceptance of the Agreement for an initial term of three (3) years from the day that you click “Agree” (the “Effective Date”) and that you are an authorized signatory on behalf of Client.  

Terms and Conditions – Last Updated February 25, 2019

1) Access to and Use of Services:

(a) Current Offering: Subject to the terms and conditions below, Strada will provide Client with access to the Platform. On or as soon as reasonably practicable after the Effective Date Company will provide to Customer the necessary passwords, security protocols and policies and network links or connections and access protocols to allow Client and its designated administrative users (Authorized Users) and other authorized end users (End Users) to access the Platform in accordance with such access protocols.  Client may select an image to be used as the main profile image for the profile describing the Client in the Platform (Profile). Client may select an additional five (5) images to be included with the Profile.

(b) Future Offering: Strada shall have the right to modify, enhance, upgrade, update, and otherwise change the functionality available on the Platform (Enhancements) at any time, with or without notice to Client. For the avoidance of doubt, Enhancements do not include any customizations or consulting services requested by Client.  

(c) Services:  Collectively, the Platform and any Enhancements are referred to as the “Services”.

(d) Professional Services. Where the parties have agreed to Strada’s provision of professional services, such as customization or consulting services (Professional Services), the details of such Professional Services will be set out in a mutually executed statement of work (SOW).  The SOW will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of the Professional Services. Each SOW will incorporate the terms and conditions of this Agreement.  To the extent that a conflict arises between the terms and conditions of a SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the SOW expressly states that it supersedes specific language in the Agreement.

(e) Restrictions: Client shall not, and shall ensure that its Authorized Users and End Users shall not: (1) copy the Services, except as expressly permitted by this license; (2) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services; (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (4) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (5) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; (6) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; (7) access or use the Services to build a competitive product or service; (8) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (9) use any automated means or form of scraping or data extraction to access, query or otherwise collect Strada content and reviews from the Platform, except as expressly permitted by Strada; or (10) use any Strada trademarks in any manner without Strada’s prior written consent.

(f) Reserved Rights. All rights not expressly granted to Client hereunder are reserved by Strada.  You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Strada reserves and shall retain its entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

2) Fees: Strada is providing the Services to Client at no charge during the Term. After expiration of the Term, Strada shall have the right to charge fees to Client for continued use of the Services.

3) Terms of Use:  Client agrees that the Services are made available to Authorized Users and End Users subject to their compliance with this Agreement and acceptance of Strada’s terms of use agreement for the Platform.

4) Client Content:

(a) Representations and Warranties: Client represents and warrants that any information or materials (including text, images, photos, videos, software, music, graphics, sounds, audio, and documents), or any other content or other material in any media and format provided or made available to Strada by or on behalf of Client in connection with Client’s access to and use of the Services (collectively,Client Content) hereunder will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; (e) otherwise violate the rights of a third party; (f) contain any material which violates Strada’s terms of use, as updated from time to time, or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability; or (g) violate any applicable laws, rules and regulations, including Privacy Laws (as defined below). Strada reserves the right to reject or remove any Client Content at its sole discretion, and, in consultation with Client, to alter any Client Content to conform to technical specifications.

(b) Responsibility for Client Content: Client is solely responsible for the Client Content that Client and its Authorized Users and End Users upload, publish, display, link to, or otherwise make available via the Services, and Client agrees that Strada is only acting as a passive conduit for the distribution, publication and/or display of the Client Content. Strada will not review, share, distribute, or reference any Client Content except as provided herein, or as may be required by law. Notwithstanding the foregoing, Strada retains the authority to remove any Client Content uploaded that it deems in violation of this Agreement, its terms of use agreement, or its privacy policy.

(c) Backups. Company is not obligated to back up any Client Content; the Client is solely responsible for creating backup copies of any Client Content at Client’s sole cost and expense.

(d) Data and Security. Client, its Authorized Users, and End Users will have access to the Client Content and will be responsible for all changes to and/or deletions of Client Content and the security of all passwords and other access protocols required in order the access the Services. Client will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Content.

5) Third Party Services: Client acknowledges that the Services may interoperate with several services from third parties via third-party websites or applications (collectively, “Third Party Services”), and that the Services provided are highly dependent on the availability and suitability of such Third Party Services. If at any time any Third Party Services cease to make their programs available to Strada, Strada may cease to provide such features to Client or may procure substantially similar Third Party Services as a replacement.  So long as the discontinued Third Party Services do not substantially impair the functionality and use of the Services or if Strada procures a substantially similar replacement then Client shall not be entitled to any refund, credit, or other compensation for Services provided to Client.

6) Intellectual Property Rights:

(a) Ownership. The Services, including all software and code, and all worldwide intellectual property rights in the foregoing, are the exclusive property of Strada and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Services, or any part thereof.

(b) Open Source Software. Certain items of software may be provided to Client with the Services and are subject to “open source” or “free software” licenses (Open Source Software). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Section 1. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

(c) Improvements and Feedback: Strada shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Services, whether or not developed by Strada, including but not limited to all new programs, modifications, refinements, updates and enhancements thereof (collectively, Improvements). The foregoing intellectual property rights shall specifically include all Improvements developed by or for Strada in connection with providing the Services to Client, even if such Improvements result from Client’s request and/or include or derive from any suggestions, solutions, contributions, comments, or other feedback Client may from time to time provide to Strada with respect to the Services (Feedback). Feedback shall not create any confidentiality obligation for Strada. All of the foregoing shall belong exclusively to Strada, with Strada having the right to obtain, hold and renew in its own name, patents, copyrights, trademarks, trade secrets, registrations and/or other appropriate protection. To the extent the exclusive title and/or ownership rights may not originally vest in Strada as contemplated here, Client at no additional charge, hereby irrevocably assigns, transfers, and conveys to Strada all right, title and interest therein.

(d) Client Content: As between Client and Strada, Client shall retain all right, title, and interest in and to the Client Content. Client hereby grants Strada a limited, perpetual, worldwide, non-exclusive, non-transferable (except as set forth in Section 6(c)) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index all Client Content. Notwithstanding anything to the contrary herein or in any other agreement, Strada may also use Client Content, including but not limited to deliverability percentages, usage, activity logs, click through rates, open through rates, bounce back percentages for the purpose of supporting, developing and performing the Services for Client or for other Strada clients, provided that when doing so, Strada shall only use Client Content in an anonymized and aggregated way.  Subject only to the limited license expressly granted herein, Client and its Authorized Users shall retain all right, title and interest in and to the Client Content and all intellectual property rights therein. Nothing in this Agreement will confer on Strada any right of ownership or interest in the Client Content or the intellectual property rights therein.

7. Confidentiality:

a) Definition: “Confidential Information means any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding suppliers, clients, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form or that is and whether disclosed orally, or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties disclosed by either party, before or after the Effective Date of the Agreement, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information, and includes the Services, administrative access to the Services, the terms and conditions of this Agreement, including pricing, software and other related materials furnished by Strada.  

(b) Non-Disclosure:  Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party.  Each party agrees to restrict access to the other party’s Confidential Information only to those employees or subcontractors who (1) require access in the course of their assigned duties and responsibilities and (2) are bound by confidentiality obligations no less restrictive than those set forth herein.

(c) Exceptions:  Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (1) is or becomes a part of the public domain through no act or omission by the receiving party; (2) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (3) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (4) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party.  In addition, neither party shall be liable for disclosure of Confidential Information or Client Content if made in response to a valid order of a court or authorized agency of government, provided that, to the extent the disclosing party is permitted to provide notice and to the extent it is practical to provide such notice, notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

(d) Injunctive Relief:  Each party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause the other party imminent irreparable injury and that such party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

8. Term and Termination:  

a) Term: The Agreement shall commence on the Effective Date and continue in full force and effect for the term designated on the Cover Page to this Agreement (Term).

(b) Termination for Convenience: Strada may terminate the Agreement at any time for any or no reason, effective immediately, by providing written notice to Client. In the event of such termination, Client will immediately cease use of the Services.

(c) Suspension to Prevent Harm: Strada may immediately suspend Client’s use of the Services, without notice, if deemed in Strada’s sole discretion to be necessary to prevent harm to Strada or its other clients, based on Client’s misuse or alleged misuse of the Services, including in violation of the Agreement or any applicable laws, provided that Strada shall promptly provide notice to Client of the suspension and the reason(s) therefore and provide Client an opportunity to cure, if practicable, depending on the nature of such misuse, as determined in Strada’s sole discretion.  

(d) Termination for Breach. Either party may terminate this Agreement immediately upon notice in the event of a material breach by the other party, which to the extent curable, remains uncured for a period of thirty (30) days following notice of such breach.  Following such termination, Client will immediately cease use of the Services.

9. STRADA’S DISCLAIMER OF WARRANTIES:  CLIENT ACKNOWLEDGES AND AGREES THAT SERVICES AND ANY PROFESSIONAL SERVICES, ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. STRADA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, STRADA SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (1) THE PERFORMANCE, QUALITY AND RESULTS FOR THE SERVICE, (2) ANY PERFORMANCE OR RESULTS FOR THE SERVICE, (3) THE ACCURACY OF THE INFORMATION THAT STRADA PROVIDES IN CONNECTION WITH THE PLATFORM OR SERVICES (E.G. REACH, SIZE OF AUDIENCE, DEMOGRAPHICS OR OTHER PURPORTED CHARACTERISTICS OF AUDIENCE), AND (4) STRADA’S ABILITY TO TARGET INFORMATION OR DATA TO OR IN CONNECTION WITH SPECIFIC USERS, TYPES OF USERS, USER QUERIES, OR OTHER USER BEHAVIORS. STRADA SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. STRADA SHALL NOT BE RESPONSIBLE FOR DATA BREACHES, HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CLIENT’S ACCOUNT OR ANY CLIENT CONTENT.

10. LIMITATIONS OF LIABILITY:

(a) FOR ALL CLAIMS ARISING FROM OR IN CONNECTION WITH SERVICES OR THE AGREEMENT, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES, STRADA’S MAXIMUM AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FIFTY DOLLARS ($50), EXCEPT WHERE PROHIBITED BY LAW.

(b) NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, GOODWILL OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO  THE SERVICES, THE PLATFORM, OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  UNDER NO CIRCUMSTANCES WILL STRADA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM DATA BREACHES, HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CLIENT’S ACCOUNT OR THE CLIENT CONTENT OR OTHER INFORMATION CONTAINED THEREIN.

(c) STRADA DISCLAIMS ALL LIABILITY ARISING FROM STRADA’S ACCESS TO CLIENT’S ACCOUNT ON CLIENT’S BEHALF AND AT CLIENT’S DIRECTION IN ORDER TO MAKE CHANGES OR POST INFORMATION TO THE PLATFORM (“CLIENT INSTRUCTIONS”). IT IS CLIENT’S RESPONSIBILITY TO CONFIRM THAT CLIENT INSTRUCTIONS ARE EXECUTED AS REQUESTED.

11. Indemnification: Client agrees to indemnify, defend, and hold Strada and its officers, directors, agents, and employees harmless from and against any claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) arising out of or in connection with (1) the Client Content, Client Instructions, or Client’s use of Services, or (2) any breach of representations or warranties provided under this Agreement by Client; provided, however, that Client shall not be responsible for indemnifying Strada against any and all claims arising out of the acts or omissions of Strada, its agents, servants, employees, or authorized representatives.

12. Miscellaneous:

(a) Law and Venue: Any claim, controversy or dispute arising out of or relating to the Services or the Agreement (Claim) will be exclusively governed by Indiana law without regard to conflict of law provisions.  Any Claim shall be adjudicated by a state or federal court located within Indianapolis, Indiana. Notwithstanding anything to the contrary in the Agreement, either party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

(b) Entire Agreement: The Agreement embodies the entire and exclusive agreement between the parties respecting the subject matter herein and supersedes any and all prior related oral or written representations and agreements between the parties. No conditions, printed or otherwise, appearing on other contracts, proposals, orders or copy instructions which conflict with, vary, or add to the Agreement will be binding.

(c) Authority: Anyone agreeing to the Agreement on Client’s behalf represents and warrants that it has full legal power and authority to enter into the Agreement, perform its obligations hereunder, and authorize the fee payments set forth herein.

(d) Notices: Notices under the Agreement must be in writing and sent via facsimile, registered or certified mail or commercial courier to the parties at their respective addresses herein, and in Strada’s case, to the attention of its General Counsel.

(e) Amendment, Waiver, Severability, and Survival: The Agreement may not be amended or modified except in writing by the parties. No provision in the Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. If any provision of the Agreement is held to be invalid or unenforceable, the parties will substitute for the affected provision a valid or enforceable provision that approximates the intent of the affected provision. The provisions of this Agreement that by their nature would survive termination or expiration of this Agreement shall survive.

(f) Assignment: Neither party will assign any rights or obligations under the Agreement, in whole or in part, to any third party without the prior written consent of the other party; provided, however, Strada may assign the Agreement to any subsidiary or parent company of Strada or to any successor by way of merger, consolidation or other corporate reorganization, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning party under the Agreement.

(g) Independent Contractors: The parties are independent contractors and nothing in this Agreement shall be deemed to make one party an agent, employee, partner or joint venturer of the other.  Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.