Terms and Conditions
These terms and conditions (the “Terms and Conditions”), is a legal agreement between you (hereinafter, “you” or “your”) and CommonScholarshipApp, Inc. hereinafter referred to CSA (“CSA”), respecting your use of the Services as described herein.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT DO NOT ACCESS OR USE THE CSA SOLUTION.
If you have any questions or concerns about the terms of this Agreement, please contact us at firstname.lastname@example.org
In these Terms and Conditions:
- “Access Information” has the meaning set out in Section 6.
- “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
- “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
- “Application” has the meaning set out in Section 2(a)(ii).
- “CSA Partner” means any scholarship provider, company, organization, association or individual that has entered into an agreement with CSA to use or promote the CSA website.
- “CSA Solution” means the CSA website and the Services, including the Content therein, as modified from time to time.
- “Confidential Information” means information considered confidential or proprietary by CSA, including the CSA Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any CSA service, CSA’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
- “Content” has the meaning set out in Section 2(a)(i).
- “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over CSA, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
- “Party” means each of CSA and you, and “Parties” means CSA and you collectively.
- “Personal Information” means information about an identifiable individual.
- “Recruiter” means any individual or entity that you engage to represent you to submit an Application using the CSA Solution.
- “Scholarship” means a scholarship specifically designed for helping students offered by the CSA Partners.
- “Services” has the meaning set out in Section 2.
- “Submission” has the meaning set out in Section 11(a).
- “Terms and Conditions” has the meaning set out in the first paragraph of these terms.
- “Your Data” has the meaning set out in Section 4(a)(i).
- CSA’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
- CSA lets scholarship applicants input their relevant information and data into the CSA website; with the objective to applying to Scholarships with CSA Partners;
- CSA lets you one-click apply, quick-apply, easy-apply or applies on behalf of, the applicants to various scholarships; acting as an intermediary that passes your data to the applicable CSA Partners in order to enable you to apply to Scholarships offered by such CSA Partners; and
- CSA facilitates an Application by, on a case-by-case basis, assisting you with communications with the applicable CSA Partners and sometimes provides guidance and advice associated with an scholarship application.
3. License to Use the CSA Solution
Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, CSA hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the CSA Solution solely for the purposes of using the Services, view the Content, and submit an Application to CSA Partners.
4. Your Data
- Your Data Must be Complete and Accurate
- In order to use the CSA Solution, you must:
- provide up-to-date complete and accurate Personal Information or other data submitted by you to the CSA Solution or otherwise provided to CSA, including name information, contact information, citizenship and legal status, gender, date of birth, home and mailing address, marital status, emergency contact information, financial information, education qualification, educational information, transcripts, and other information (“Your Data”), as requested by CSA on CSA’s website, and as required to process your Application;
- where payment is required, provide up-to-date, complete and accurate payment information as required by CSA or CSA’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
- Ownership of Your Data
- Nothing herein transfers any ownership of Your Data to CSA in its original form.
- Quality of Your Data and Feedback
- Without limiting the foregoing, CSA does not assess Your Data for quality or otherwise. CSA, CSA Partners and other third parties to whom CSA is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the CSA Solution.
- Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by CSA, or any judgment exercised by CSA respecting Your Data, but rather is solely based on the requirements of CSA Partners.
- Consent to Processing of Your Data
An integral part of the CSA Solution entails the collection, processing, transmission and disclosure of Your Data by CSA, CSA Partners and their service providers, and you hereby specifically consent to:
- CSA’s provision of Your Data to any CSA Partner; and
- communications from CSA (including e-mail communications, both marketing and informational) respecting the CSA Solution, and CSA’s products and services.
- Storage of Your Data in Other Jurisdictions
You acknowledge that, due to the nature of the CSA Solution, Your Data uploaded to the CSA Solution may be hosted on servers residing in the cloud, over which CSA has no direct control. By using the CSA Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.
- In order to use the CSA Solution, you must:
5. Your Access Information
CSA will provide you with certain information to allow you to use the CSA Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the CSA Website using the Access Information.
6. Your Representations and Warranties
You covenant, represent and warrant that:
- Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify CSA or update Your Data on the CSA Solution;
- you will be solely responsible for all activities with respect to the CSA Solution undertaken by you or your designates;
- you have all legal rights necessary to use the CSA Solution, both in the jurisdiction in which you are located and in the jurisdiction where the CSA Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;
- you will not in any way use the CSA Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
- you will not interfere with or in any manner compromise any of CSA’s security measures;
- you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the CSA Solution, including, the forms, Content delivery and display functionality of the CSA website;
- you will cooperate with CSA and provide information requested by CSA to assist CSA and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
- you will comply with the terms and conditions of any agreements entered into between you and any third party (including the CSA Partners, the service providers for any Internet services you use in conjunction with the CSA Solution, and the hardware providers for any mobile device or other computing equipment through which you use the CSA Solution), and to the extent that such agreements impose additional restrictions respecting your use of the CSA Solution (whether by reason of usage limitations or otherwise), you will use the CSA Solution in compliance with such restrictions.
7. Restrictions and Limitations on Your Use of the CSA Solution
- Access to Programs
- You acknowledge that only certain CSA Partners have agreements with CSA to enable you to make an Application to such CSA Partners through the CSA Solution, and that not all educational study programs of such CSA Partners may be offered as being Programs available to you using the CSA Solution.
- Usage Policies
- The CSA Solution will be subject to the usage policies as provided to you by CSA from time to time, including in electronic form by posting on CSA’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.
- You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the CSA Solution (except for CSA’s computer systems and networks), including your choice and use of your Internet Service Provider.
- Data Integrity and Back-up
- You acknowledge and agree that CSA cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the CSA Solution.
- Not for Time Sensitive Applications
- The CSA Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.
- Restrictions on CSA Website Use
- You will not:
- copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the CSA Solution, or any part thereof;
- distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the CSA Solution, in whole or in part, to any third party on a temporary or permanent basis;
- remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
- use the Solution in any way inconsistent with the use parameters for the CSA Solution;
- attempt to hack the CSA Solution or any communication initiated by or made through the CSA Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the CSA Solution, data or Content or programming transmitted, processed or stored by CSA or other users of the CSA Solution;
- collect any information or communication about the users of the CSA Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the CSA website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
- use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the CSA Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the CSA Solution or its ability to communicate and perform the Services; or
- authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
- You will not:
8. Changes to Terms and Conditions; Changes to CSA Solution; Right to Edit and Remove Your Data; Suspension or Termination
- Changes to Terms and Conditions
- CSA reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the CSA Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
- Changes to the CSA Solution
- CSA reserves the right to change, suspend or discontinue the CSA Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by CSA.
- Right to Edit and Remove Your Data
- Notwithstanding anything to the contrary herein, CSA reserves the right to review Your Data stored in files or programs on CSA’s servers to verify your compliance with this Agreement. CSA has the right to edit or remove any of Your Data that, in CSA’s sole discretion, CSA believes may be unlawful, obscene, abusive, or otherwise objectionable.
- Suspension or Termination
- CSA may impose limits on the CSA Solution or terminate or restrict your access to parts or all of the CSA Solution without liability. Where feasible, CSA will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that CSA will have no liability whatsoever for its failure to provide such notice to you.
- CSA reserves the right to revoke your access to the CSA Solution for any abusive conduct or fraudulent use of the CSA Solution and to cease the CSA Solution temporarily or permanently, if your use of the CSA Solution constitutes, in CSA’s sole discretion, a threat to CSA or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
- Without limiting other remedies, CSA may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide CSA Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) CSA is unable to verify or authenticate any information you provides; or (c) CSA believes that your actions may cause financial loss or legal liability for you, CSA Partners, other users or CSA. The above-described actions are not CSA’s exclusive remedies and CSA may take any other legal, equitable or technical action it deems appropriate in the circumstances. CSA will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
- CSA reserves the right to investigate suspected violations of this Agreement.
- You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) CSA Partners investigating academic fraud or other misdemeanors, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable CSA to enforce the terms and conditions of this Agreement.
9. Your Obligation to Report Errors
You will promptly and accurately report to CSA any actual or apparent errors, problems, nonconformities or other difficulties with the CSA Solution, along with any other information reasonably requested by CSA to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by CSA for the purposes of CSA’s internal use to improve the CSA Solution or other CSA products or services.
- Any suggestions, bug reports or other communications respecting the functionality of the CSA Solution or CSA’s website that you transmit to CSA by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by CSA or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the CSA Solution or otherwise.
11. Fees, Payment and Taxes
- You will pay all applicable fees in connection with the CSA Solution, as set forth in CSA’s standard price list, as set forth on CSA’s website or as otherwise provided to you. Fees are quoted and payable in USD.
- CSA reserves the right to modify such fees, upon reasonable notice, which may be performed by updating CSA’s standard price list, as set forth on CSA’s website.
- Your use of the CSA Solution following such changes constitutes your acceptance of any new or increased charges.
- Fee Payment
- Where you pay fees by means of a credit card, you authorize CSA or its third-party payment processor to automatically charge you for any and all fees incurred by you for CSA Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
- The foregoing will not limit CSA’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by CSA, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
- Without limiting the foregoing, CSA reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
- Interest on Late Payments
- In addition to any other rights and remedies available to CSA, CSA will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
12. Confidential Information
- Subject to CSA’s ability to disclose Your Data as permitted under this Agreement, CSA will use reasonable commercial endeavors to safeguard Your Data and keep it confidential, while Your Data is in CSA’s control, including implementing organizational and technical measures to protect your Personal Information. CSA may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable CSA to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
- The nondisclosure obligations under this Agreement will not apply to information which a Party can establish:
- is, or becomes, readily available to the public other than through a breach of this Agreement;
- was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
- was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
- was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
13. Intellectual Property
The CSA Solution is owned by CSA or its third-party licensors, who retain all right, title and interest therein. The CSA Solution is protected by U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the CSA Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the CSA Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to CSA or its third-party licensors.
14. Term and Termination
- This Agreement will commence upon your acceptance of these Terms and Conditions on the CSA website.
- This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.
- This Agreement may be terminated by CSA immediately upon notice for cause if:
- you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of CSA delivering notice of the breach; or
- you commit a breach of any of your representations in this Agreement; or
- if CSA is prevented from providing any portion or all of the CSA Solution due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any CSA Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
15. Effect of Termination or Expiry
- Upon any termination or expiry of this Agreement for any reason (whether by you or by CSA), you must cease all use of the CSA Solution.
- Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
- The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
- Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
- DISCLAIMER OF IMPLIED WARRANTIES
- THE CSA SOLUTION, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
- YOUR RELIANCE ON CONTENT
- CSA HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT CSA HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE CSA SOLUTION, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE CSA SOLUTION, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE CSA SOLUTION.
- THE CONTENT ON THE CSA SOLUTION INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE CSA PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING CSA PARTNERS. CONTENT MAY ALSO BE CREATED BY CSA BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO CSA.
- CSA ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE CSA SOLUTION.
- UNDER NO CIRCUMSTANCES WILL CSA BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE CSA SOLUTION, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
- IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE CSA SOLUTION IS SOLELY AT YOUR OWN RISK.
- CSA WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE CSA SOLUTION, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO CSA’S USE OF YOUR DATA TO PROVIDE THE CSA SOLUTION.
- Control of Third Parties
- CSA has no control over CSA Partners; you acknowledge that the success of your Application is solely within the control of such third parties, not CSA, and therefore release CSA from all liability in relation to your Scholarship Application.
- Rejection of Applications
- CSA is not responsible in any way for your Scholarship Applications, and does not in any way guarantee success.
- Issues with CSA Partners
- All issues respecting Scholarship Applications, and your failure to comply with CSA Partner policies, are solely as between you and the applicable CSA Partner, and CSA bears no responsibility or liability in relation to such matters.
- Service Providers
- Although CSA has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that CSA has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release CSA from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
- Unauthorized use of Access Information
- CSA is not responsible or liable in any way for any use of the CSA Solution (authorized or unauthorized) by any third party accessing the CSA Solution using your Access Information, and you accept all responsibility for such use of the CSA Solution and any consequences resulting from such use of the CSA Solution.
- Use for Time Sensitive Applications
- You agree that CSA will not be liable for any claims or damages arising from such use if you use the CSA Solution for a time sensitive use.
- Availability of the CSA Solution
- CSA WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE CSA SOLUTION.
- Applicable Law
- Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
- The downloading and viewing of Content is done at your own risk. CSA cannot and does not guarantee or warrant that the CSA Solution or the Content are compatible with your computer system or that the CSA Solution, or any links from the CSA Solution or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and your are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the CSA Solution.
- Communications Not Confidential or Secure
- CSA does not guarantee the confidentiality of any communications made by your through the CSA Solution, over the internet or over the telephone. Although CSA generally adheres to the accepted industry practices in securing the transmission of data to, from and through the CSA Solution, you understand, agree and acknowledge that CSA cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the CSA Solution.
17. Your Indemnities
You will indemnify, defend and hold harmless CSA, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:
- your access to the CSA Solution, and any reliance on any Content obtained by you through the CSA Solution; or
- your unauthorized use or misuse of the CSA Solution; or
- your breach of this Agreement; or
- the infringement, violation or misappropriation by you, or any third-party obtaining access to the CSA Solution through your Access Information, of any intellectual property or other right of any third person or entity; or
- your violation of any Applicable Laws.
18. Limitation of Liability
- To the maximum extent permitted under Applicable Law, in no event will CSA be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not CSA is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the CSA Solution.
- To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of CSA in connection with or under this Agreement or your use of, or inability to make use of, the CSA Solution, or for any other claim related in any way to your use of, or inability to make use of, the CSA Solution exceed the sum of fes paid to CSA by you. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.
- The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.
- Force Majeure
- Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision.
- Contracting Status
- Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by CSA in writing, you will neither act nor purport to be acting as the legal agent of CSA, nor enter into any agreement on behalf of CSA or otherwise bind or purport to bind CSA in any manner whatsoever.
- Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or CSA at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
- No Waiver
- No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
- If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
- Governing Law
- This Agreement will be governed by and construed under the laws of the New York. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The CSA Solution are intended for use only in jurisdictions where they may be lawfully offered for use.
- Entire Agreement/Modification
- This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
- Electronic Agreement
- You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by CSA to show your acceptance of this Agreement and/or your agreement to use the CSA Solution), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the CSA Solution, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to CSA or its business, should be directed to CSA at: info@CommonScholarshipApp.org