Terms and Conditions - Edvisor School Accounts
1. Whereas EDVISOR provides a cloud-based platform for schools and student recruitment agencies to share information relating to potential candidates;
2. Whereas CLIENT recruits international students into its educational offerings;
3. Whereas CLIENT wishes to retain the services of Edvisor as more particularly described herein;
4. Whereas the parties wish to set out the terms and conditions of their agreement,
Now, therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. EDVISOR shall use commercially reasonable efforts to provide to CLIENT, access to the service described in Schedule A (the “Services”), including any associated software required to access and use the Service (the “Software”). EDVISOR grants to CLIENT a non-exclusive, non-assignable, non-transferable license to use the Service and the Software for the purposes contemplated in this Agreement.
2. All amounts of money in this Agreement, plus applicable taxes, are payable in US currency, and Fees are payable according to the terms of SCHEDULE B. Payment for all invoices will be due and payable upon receipt of the invoice by CLIENT.
3. Upon any termination of this Agreement, EDVISOR shall, upon CLIENT’s request and within 30 days of such request, provide CLIENT with an export file containing all of the CLIENT Data. After 30 days, EDVISOR, in its discretion, may provide such export file, but nothing will prevent EDVISOR from removing and deleting CLIENT Data after such date in accordance with its standard policies. The CLIENT agrees that the CLIENT is strictly responsible to ensure that it has copies and backups of all of its CLIENT Data, separate from the Services and Software.
4. Both parties will keep confidential all information provided by the other party other than to the extent disclosure is required to provide or use the Service in accordance with this Agreement or upon the request of any regulatory body. “All information” in this section includes the pricing and terms of this agreement but excludes information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) is independently developed by the receiving party without reference to the disclosing party’s confidential information, as shown by the receiving party’s competent written records.
5. CLIENT Shall:
a. Be fully and solely responsible for the accuracy of the data in the CLIENT’s EDVISOR account, including information related to the CLIENT’s offerings, marketing materials, and the associated fees and to take full and sole responsibility for any mistakes or confusion directly resulting from inaccurate data in CLIENT’S EDVISOR account. If any action is instituted by a third party against EDVISOR (a) arising out of or relating to the CLIENT’s use of the Software or Services (including claims by any customer or business partner of the CLIENT); or (b) alleging that the CLIENT Data, or the use of CLIENT Data pursuant to this Agreement, infringes the intellectual property or other right of a third party or otherwise causes harm to a third party, the CLIENT will defend such action at its own expense on behalf of EDVISOR and shall pay all damages, costs, and claims that are incurred, suffered or paid by EDVISOR.
i. If EDVISOR is maintaining CLIENT’s account, CLIENT must send new pricing or updates 7 days before existing pricing expires.
ii. Add (email@example.com) to CLIENT’s email list of partner agencies in all markets EDVISOR has CLIENT’s promotions as reference. EDVISOR should receive CLIENT’s promotions before or at the same time that they are sent to CLIENT’s agents).
b. Fully process all applications in the EDVISOR platform in a timely manner (within 5 business days), including uploading invoices, letters of offers, and any other documents required by the agency as part of the CLIENT’s customer admissions process.
i. Begin processing applications within 1 business day of receipt of the application (whether completed or not).
c. Not charge agencies any additional fees or lower commissions for applications processed or provided through the Edvisor platform.
d. Not discourage agencies in any other way from sending applications through the EDVISOR platform.
6. The CLIENT acknowledges that EDVISOR retains all right, title and interest in and to the EDVISOR Services and Software, platform and all software, materials, formats, interfaces, information, data, content and EDVISOR proprietary information and technology used by EDVISOR or provided to the CLIENT in connection with the Services (the “EDVISOR Technology”), and that the EDVISOR Technology is protected by intellectual property rights owned by or licensed to EDVISOR. No rights in the EDVISOR Technology are granted to the CLIENT, all such rights are hereby expressly reserved by EDVISOR and EDVISOR provides no representation or warranty that the Services or Software are legal in the CLIENT’s jurisdiction. EDVISOR shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services or Software any suggestions, enhancement requests, recommendations or other feedback provided by the CLIENT, including the CLIENT’s employees, representatives, consultants, contractors or agents who are authorized to use the Services or Software on behalf of the CLIENT, relating to the Services or the Software.
7. The CLIENT is solely responsible for the CLIENT Data and will not provide, post or transmit any CLIENT Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. The CLIENT represents and warrants that it has consent to use and provide the CLIENT Data and any other information, data or material to EDVISOR in compliance with applicable law. EDVISOR may take remedial action if CLIENT Data violates this Section 10, however, EDVISOR is under no obligation to review CLIENT Data for accuracy or potential liability.
8. The CLIENT retains all right, title and interest in and to the CLIENT’s Data. EDVISOR will only use CLIENT’s Data to provide the Services under this Agreement. The CLIENT will be solely responsible for providing all CLIENT Data required for the proper operation of the Services or Software. The CLIENT grants to EDVISOR all necessary licenses in and to such CLIENT Data solely as necessary for EDVISOR to provide the Services to the CLIENT.
9. THE SERVICES, THE SOFTWARE AND ALL OTHER DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY EDVISOR AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. EDVISOR AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.
10. The Agreement is not assignable by the CLIENT without the written consent of EDVISOR.
11. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, and the applicable federal laws of Canada therein. The parties agree to submit to the exclusive jurisdiction of the British Columbia courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
12. Each party acknowledges that irreparable harm may result if it breaches its obligations under Sections 7, 9, 10 or 11. Each party acknowledges that such a breach would not be properly compensable by an award of damages and that, in addition to any other available remedies, each party shall be entitled to seek injunctive relief to prevent a threatened or actual breach of its intellectual property rights or the misuse, threatened misuse, disclosure or threatened disclosure of its confidential information.
13. This Agreement and the Terms of Service on the EDVISOR website constitutes the entire agreement between CLIENT and EDVISOR and replaces and supersedes all prior and contemporaneous communications, undertakings and agreements, written or oral, related to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing and executed by both parties. Any waiver by either party of any provisions of this Agreement will not constitute a waiver of any other provision (whether similar or not), nor will such waiver constitute a continuing waiver of that particular provision unless expressly provided in writing. If it is found by a court that any portion of this Agreement is invalid or unenforceable, the remainder of this Agreement will not be affected.
14. This Agreement may be executed in counterparts, each of which is deemed to be an original and all of which taken together is deemed to constitute one and the same instrument.
15. This Agreement is binding upon and enures to the benefit of the parties and their successors and permitted assigns.
16. Not to start a competing technology company, or work with a company with similar or competitive services - such as a school-agency platform, whether paid or not paid - for a period of 36 months after joining the Edvisor Platform.
17. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL EDVISOR BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, EDVISOR SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
18. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19. THE CLIENT AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CLIENT HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
20. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth above (each party may change its address from time to time upon written notice to the other party of the new address). Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be sent email (with confirmation of receipt).
21. EDVISOR and the CLIENT may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement and the relationship between the parties. All public announcements by either party concerning this Agreement are subject to prior written approval by the CLIENT and EDVISOR, which approval shall not be unreasonably withheld. The parties will use reasonable efforts to review and approve public announcements within three (3) days of submittal. The CLIENT agrees to allow EDVISOR to use the CLIENT’s name in customer lists and other promotional materials describing the CLIENT as a customer of EDVISOR and a user of the Services.
SCHEDULE A – SOFTWARE AND SERVICE
1. Description of the Service
The “Service” includes (a) the Edvisor Site and the software and services thereon, (b) the Edvisor Platform for Schools, including application inbox, products and services management and distribution tool, campus profile, promotions engine, agency management tool, and other features provided through the Edvisor Site, and (c) all software, data, text, images, sounds, video, and content made available through the Edvisor Site or services.
The Edvisor Platform is an international student recruiting on-line platform intended to connect schools with their partner agencies and facilitates collaboration in real-time.