Scholarship Reviewer Service Agreement
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY SIGNING BELOW YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.
This agreement is between Scholarship Reviewer, as part of Clovr Creative, an Arizona sole proprietorship company (Scholarship Reviewer), and (Customer) agreeing to these terms on .
This agreement provides Customer access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, as specified through this agreement.
a. Customer Owned Data: All data uploaded on behalf of Customer and its Representatives remains the property of Customer, as between Scholarship Reviewer and Customer (Customer Data). Customer grants Scholarship Reviewer the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Service.
b. Access and Usage: Customer may allow its employees, contractors, applicants, and reviewers (Representatives) to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of the Customer. Customer is responsible for the compliance with this agreement by its Representatives.
c. Customer Responsibilities: Customer: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Scholarship Reviewer promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s use guide and applicable law.
d. Scholarship Reviewer Support: Scholarship Reviewer must provide Customer support for the Service (Support).
The service is provided ‘as is’ without warranty. Scholarship Reviewer disclaims all warranties, including, without limitation, the implied warranties of merchantability, title, and fitness for a particular purpose. While Scholarship Reviewer takes reasonable physical, technical, and administrative measures to secure the service, scholarship reviewer does not guarantee that the service cannot be compromised. Customer understands that the service may not be error-free, and use may be interrupted.
Customer must pay all fees as specified by invoice, but if not specified, then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, and other similar taxes.
a. Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Scholarship Reviewer’s Confidential Information includes, without limitation, the Service, its user interface design and layout, and pricing information. Customer’s Confidential Information includes, without limitation, the Customer Data.
b. Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
c. Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.
d. Data Security Measures:
a. Reservation of Rights: The Service is the proprietary property of Scholarship Reviewer and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Scholarship Reviewer. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Scholarship Reviewer reserves all rights unless expressly granted in this agreement.
b. Restrictions: Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
c. Anonymized Data: During and after the term of this agreement, Scholarship Reviewer may use and owns all anonymized data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support, and other business purposes.
a. Term: This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
b. Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. Return of Customer Data:
d. Payment Upon Termination: Upon termination of this agreement for any reason, Customer must pay Scholarship Reviewer for any unpaid amounts.
e. Suspension for Violations of Law: Scholarship Reviewer may temporarily suspend the Service and/or remove the applicable Customer Data if it in good faith believes that, as part of using the Service, Customer has violated a law. Scholarship Reviewer will attempt to contact Customer in advance.
f. Suspension for Non-Payment: Scholarship Reviewer may temporarily suspend the Service if Customer is more than 30 days late on any payment due pursuant to an order.
a. Exclusion of Indirect Damages: Scholarship Reviewer is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.
b. Total Limit on Liability: Except for Scholarship Reviewer’s indemnity obligations, Scholarship Reviewer’s total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability.
a. Scholarship Reviewer will defend or settle any third-party claim against Customer to the extent that such claim alleges that Scholarship Reviewer technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Scholarship Reviewer of the claim in writing, cooperates with Scholarship Reviewer in the defense, and allows Scholarship Reviewer to solely control the defense or settlement of the claim. Costs. Scholarship Reviewer will pay infringement claim defense costs it incurs in defending Customer, Scholarship Reviewer-negotiated settlement amounts, and court-awarded damages. Process. If such a claim appears likely, then Scholarship Reviewer may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Scholarship Reviewer determines that none of these are reasonably available, then Scholarship Reviewer may terminate the Service and refund any prepaid and unused fees. Exclusions. Scholarship Reviewer has no obligation for any claim arising from: Scholarship Reviewer’s compliance with Customer’s specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by Scholarship Reviewer. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND Scholarship Reviewer’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
b. If a third party claims against Scholarship Reviewer that any part of the Customer Data is unlawful or infringes or violates that party’s patent, copyright, or other right, Customer will defend Scholarship Reviewer against that claim at Customer’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that Scholarship Reviewer promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.
This agreement is governed by the laws of the State of Arizona (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Maricopa County, Arizona, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
a. Entire Agreement and Changes: This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by Scholarship Reviewer.
b. No Assignment: Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
c. Independent Contractors: The parties are independent contractors with respect to each other.
d. Enforceability and Force Majeure: If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
e. Money Damages Insufficient: Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
f. No Additional Terms: Scholarship Reviewer rejects additional or conflicting terms of a Customer’s form-purchasing document.
g. Order of Precedence: If there is an inconsistency between this agreement and an order, the order prevails.
h. Survival of Terms: Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
i. Feedback: If Customer provides feedback or suggestions about the Service, then Scholarship Reviewer (and those it allows to use its technology) may use such information without obligation to Customer.
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Signed by Jack Parcell
Signed On: February 23, 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Scholarship Reviewer Service Agreement
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