Effective October 1st 2019

Introduction

Student Success Agency (“Company,” “us,” or “we”) offers this software and the services which run through the software (the “Software”) to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). The content available in or which runs through the Software is intended to be used by residents of the United States, only.

By using, viewing, transmitting, caching, storing and/or otherwise utilizing the Software or services which run through the Software, YOU HAVE AGREED TO, AND ARE LEGALLY BOUND BY, THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, CEASE USING THE SOFTWARE IMMEDIATELY.

Modification of These Terms

We reserve the right in our sole discretion to change, modify, add, or remove the terms, conditions, and notices under which the Software is offered. If we do so, we will provide notice on our log-in page and the Student Success Agency website. It is your responsibility to check periodically for any changes we may make to these Terms. Your continued use of this Software or your continued use of services which run through the Software following the effective date of changes to these Terms or other policies means you accept and consent to the changes. Any such changes will not apply retroactively.

No Unlawful or Prohibited Use

The Software and the services which run through the Software are available only to individuals and entities that can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and the services which run through the Software are not available to minors without parental consent. If you do not qualify, stop using the Software immediately.

As a condition of your use of the Software or obtaining services which run through the Software, you warrant to us that you will not use the Software or services which run through the Software for any purpose that is unlawful or prohibited by these Terms, conditions, and notices. You will comply with all applicable laws, including but not limited to, privacy laws, intellectual proper laws, export control laws, regulatory requirements, etc. You will use the Software or services which run through the Software in a professional manner, and you may not use the Software or services which run through the Software in any manner that could damage, disable, overburden, or impair the Software or interfere with any other party’s use and enjoyment of the Software or services which run through the Software. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Software.

In the event you gain access to information or material not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession. For this notice we may be contacted at privacy@studentsuccess.co.

You will not use any robot, spider, other automatic device, or manual process to monitor or copy the Software or the contents or information contained therein without our prior express written consent. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Software or any transaction being conducted through the Software. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for any Information in which you have an ownership interest) from the Software without our prior express written consent or the appropriate third party.

The information you provide to us (i) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; and (ii) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

If applicable, you may not permit anyone other than yourself to use your username or password to gain access to the Software. You will take reasonable steps to maintain the privacy of your username and password and to prevent unauthorized access to or disclosure of your username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account.

Links To Third Party Sites

The Software may contain links to other websites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Sites, or any changes or updates to a Linked Site. By providing these links, we do not endorse, sponsor or recommend such Site or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other Software. We are not responsible for webcasting or any other form of transmission received from any Linked Sites. As applicable, we are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the Sites or any association with its operators. We reserve the right to disable links from any third party Site to the Software.

Please exercise discretion while browsing the Internet and using the Software. You should be aware that when you are using the Software, you could be directed to other Sites that are beyond our control. There are links to other Sites from the Software pages that take you outside of the Software. These other Sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive.

Disclaimers and Limitation of Liability

The Software and the materials located on or through the Software are provided by us for informational purposes only, with the understanding that we are by the provision of these materials not engaged in the rendering of legal or other professional advice or service. The information or materials contained in or through the Software are based upon sources believed to be accurate and reliable; and we have exercised reasonable care to assure the accuracy of the information. However, we make no representation or warranty as to the accuracy, completeness or timeliness of the information or materials. The information and material on this Software or which run through the Software should not be relied upon or used as the sole basis for making significant decisions without consulting primary or more accurate, more complete or timelier sources of information. For all of the above reasons, you should consult your own attorney or other appropriate professional for advice concerning the information and materials, as well as the Terms. Any reliance on the information or material on this Software is at your own risk. ADVICE RECEIVED VIA THE SOFTWARE OR WHICH RUNS THROUGH THE SOFTWARE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SOFTWARE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SOFTWARE AT ANY TIME.

THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SOFTWARE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS OR THIRD-PARTY CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF USE, DATA OR PROFITS, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE SOFTWARE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES YOU SEND US, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SOFTWARE, OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOFTWARE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE.

Electronic Communications Privacy Act Notice (18 U.S.C. 2701-2711)

WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SOFTWARE OR ANY WEB SOFTWARE LINKED TO THE SOFTWARE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SOFTWARE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SOFTWARE.

In the event we are held liable for any damages related to such matters, your sole and exclusive remedy will be limited to reimbursement for services or products paid by you to the entity held liable which were not provided by such entity. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.

We may prohibit you from participating in or utilizing the Software or the services which run through the Software if in our sole and absolute discretion you show a disregard for the Terms or act in an unacceptable manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any other disruptive manner. We also reserve the right to refuse service, terminate accounts, remove or edit content s in our sole and absolute discretion.

If for any reason any portion of the Software is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond our reasonable control which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Software, we reserve the right (but not the obligation) in our sole and absolute discretion, to prohibit you (and all of your and their information) from using the Software or services which run through the Software, and to cancel, terminate, modify or suspend the Software, services which run through the Software, or any portion thereof and void such information.

You also agree that we are not responsible or liable in any way for injury, loss or damage to your computer, related to or resulting from use of the Software or services which run through the Software, services or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim or damage relating to or resulting from any part of the Software operating or not operating on computers or networks used by you or communicating with such computers or networks.

The Software may contain technical inaccuracies or typographical errors or omissions. We are not responsible for any typographical, photographic, technical or pricing errors listed on our Software. We reserve the right to make changes, corrections and/or improvements to the Software, and to the products and programs described in such information, at any time without notice.

The products and/or services described in and which run through the Software may not be available in your country. We make no representation that the services or products offered in or through the Software are appropriate or available for use in any particular location. Those who choose to access the Software or the services which run through the Software do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If use of the Software, the services which run through the software, and/or viewing or use of any material or content therein or services offered thereby violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Software and must exit immediately. Your viewing, and/or use of the Software or services which run through the Software constitutes your representation that you are unconditionally and without limitation permitted to view and use the Software and the Indemnified Parties may rely upon such representation. The Software is operated from the United States and it is possible that some software from the Software or the products and services offered on the Software may be subject to United States export controls.

Modification of Software

We reserve the right, at any time, to modify the Software content or to modify, suspend, or discontinue the Software or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification of the Software content or modification, suspension, or discontinuance of the Software.

Indemnification

You agree to indemnify, defend and hold harmless the Company and its affiliates, and their owners, partners, franchisees, subsidiaries, officers, each of such person’s or entities’ directors, employees, contractors, agents, licensors and suppliers (collectively, the “Indemnified Parties”), from and against any and all allegations, demands, claims, liabilities, damages, fines, losses, expenses, penalties or costs of whatsoever nature, including reasonable attorneys’ fees and court costs, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise (“Claims”) arising or resulting in any way from any violation of these Terms, the services or products provided to you by or through the Software or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of the Company or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws. If you cause a technical disruption of the Software or the systems transmitting the Software to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with the Terms, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Termination/Access Restriction

We reserve the right, in our sole discretion, to terminate your access to the Software and the related services or any portion thereof at any time, for any reason, without notice to you.

Governing Law

To the maximum extent permitted by law, these Terms are governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Texas in all disputes arising out of or relating to the use of the Software. You also agree that any action at law or in equity arising out of or relating to the Terms shall be filed only in the United States District Court, Fort Worth Division, Northern District of Texas, if there is no federal jurisdiction over the action, in the courts of the State of Texas located in Collin County, Texas. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Use of the Software is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

General Terms

The following general terms apply to you and your use of the Software or the services which run through the Software:

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of the Software.

Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by us with respect to such use.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

Unless otherwise specified herein or agreed to by the user, these Terms constitute the entire agreement between the user and the Company with respect to the Software and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and the Company with respect to the Software. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You represent and warrant that you have the legal right, power and authority to agree to the Terms on behalf of yourself and the member, buyer or supplier participating in the Software. You further agree that your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”) and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated the Terms and acknowledged and agreed that the Terms are an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you and the member, buyer or supplier on whose behalf you are acting.