SponsoredScholar End User Click-Through Agreement
This SponsoredScholar End User Click-Through Agreement (this “Agreement”) is a binding legal agreement between you, as a either a sponsor, campaigner, or other end user of the SponsoredScholar Services (“you” or “End User”) and CampusLogic, Inc., a Delaware corporation (“CampusLogic”), to provide the right to access and use the SponsoredScholar crowdfunding platform (the “Services”) that allows higher education institutions, universities, and colleges (an “Institution”) to facilitate donations from sponsors (“Sponsors”) to campaigners (“Campaigners”) for tuition and fees, experiential learning, alumni day of giving, and similar initiatives.
BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU (I) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND (III) YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT. If you are under the age of 18 or the age of majority in your jurisdiction, your parent or legal guardian must agree to the terms of this Agreement before you may use the Services. You must be registered for the Services prior to using the Services.
CampusLogic may change this Agreement or the Services from time to time. Upon any change in this Agreement or the Services, CampusLogic may notify you by posting the changes on the Site or Services or via email, indicating the date of such revision.
YOUR CONTINUED USE OF THE CAMPUSLOGIC SERVICES CONSTITUTES YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS ADDED TO THIS AGREEMENT IN THE FUTURE. YOU AGREE TO BE BOUND BY THESE NEW TERMS BY YOUR CONTINUED USE OF THE SERVICES.
SERVICES AUTHORIZATION; RESTRICTIONS ON USE; LIMITATIONS.
- Services Authorization. Following implementation of the Services with an applicable Institution, and your registration for access to the Services, CampusLogic will provide you with a non-exclusive, non-transferable, and non-sub-licensable right to access and use the Services solely for the purpose of posting a fundraising campaign (“Campaign”) to the Services to accept monetary donations from Sponsors. You, as a Campaigner, authorize CampusLogic to publish your Campaign and all information provided via the Services, and represent that you have any third-party authorizations required to publish such Campaign. No license to CampusLogic intellectual property is granted (whether expressly or by implication) under this Agreement. CampusLogic reserves the right to suspend or modify the Services at any time without notice and without liability to you.
- CAMPUSLOGIC IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, OR CHARITY AND THE SERVICES PROVIDE ADMINISTRATIVE FUNCTIONALITY ONLY TO THE END USER.
- CAMPUSLOGIC DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR LEGALITY OF ANY INFORMATION POSTED BY ANY USE OF THE SERVICES. CAMPUSLOGIC DOES NOT PROVIDE ANY FINANCIAL, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. CAMPUSLOGIC HAS NO CONTROL OVER THE INFORMATION PROVIDED BY A CAMPAIGNER OR THE CONDUCTING OF A CAMPAIGN ON THE SERVICES AND DISCLAIMS ALL LIABILITY RELATED TO THE RELIABILITY, ACCURACY, LEGALITY OF SUCH INFORMATION OR CONDUCTING OF A CAMPAIGN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CAMPUSLOGIC DOES NOT GUARANTEE THAT A CAMPAIGN WILL OBTAIN A CERTAIN AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL.
- CAMPUSLOGIC DOES NOT ENDORSE ANY CAMPAIGN AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES RELATED TO THE INFORMATION PROVIDED IN A CAMPAIGN AND THE ACCURACY, RELIABILITY, OR LEGALITY OF SUCH INFORMATION. CAMPUSLOGIC RESERVES THE RIGHT TO REFUSE, CONDITION, OR SUSPEND ANY DONATIONS OR ANY TRANSACTIONS THAT IT DEEMS IN ITS SOLE DISCRETION TO VIOLATE THIS AGREEMENT OR OTHERWISE CREATE AN UNACCEPTABLE RISK.
- SPONSORS ARE SOLELY RESPONSIBLE FOR MAKING THE DETERMINATION TO MAKE A DONATION THROUGH THE SERVICES AND UNDERSTANDING HOW SUCH DONATION WILL BE USED BY THE CAMPAIGNER AND INSTITUTION. CAMPUSLOGIC DOES NOT PROVIDE ANY FINANCIAL, LEGAL, OR TAX ADVICE AND RECCOMMENDS THAT THE SPONSOR CONSULTS WITH HIS OR HER FINANCIAL, LEGAL, OR TAX ADVISORS PRIOR TO MAKING A DONATION AS APPROPRIATE. CAMPUSLOGIC MAKES NO REPRESENTATION, ASSERTION, OR GUARANTEE ABOUT THE TAX STATUS OF A DONATION OR THAT A DONATION IS TAX-DEDUCTIBLE. YOU, AS EITHER A SPONSOR OR CAMPAIGNER OR OTHER END USER, ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. CAMPUSLOGIC CANNOT VERIFY THE INFORMATION THAT CAMPAIGNERS SUPPLY AND DOES NOT GUARANTEE THAT ANY DONATIONS WILL BE USED IN ACCORDANCE WITH ANY FUNDRAISING PURPOSE OR IN ACCORDANCE WITH APPLICABLE LAWS.
FEES AND PAYMENT
- Administrative Fee. There are no fees to the Campaigner to set up a Campaign in the Services; however, industry-standard transaction and administrative fees apply to the Services. CampusLogic will charge an administrative fee of six percent (6%) to the Sponsor through the Services (the “Administrative Fee”), which will be collected by CampusLogic at the time of the donation. This Administrative Fee covers all merchant fees, ACH transfer fees, and other fees charged by the Merchant Account Provider (defined below). The current Merchant Account Provider (defined below) charges a 2.70% variable fee and a fixed fee of $0.30 per transaction.
- Withdrawing Donations. Sponsors may not withdraw donations from the Services once submitted. CampusLogic is not liable to Sponsor or any third party for any refunds, overdraft fees, or transaction fees related to such donation.
- Access and Cooperation. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify CampusLogic promptly of any such unauthorized access or use. You will take reasonable steps to maintain the confidentiality of the security procedures and the user names and passwords. If you believe or suspect that any such information or instructions have been known or accessed by unauthorized persons, or if any activity prohibited by this Agreement is occurring or threatened, you will immediately (i) take all reasonable and lawful measures within your control to stop the activity or threatened activity and to mitigate its effects, and (ii) promptly notify CampusLogic of such actual or threatened activity.
- Restrictions on Use. You shall not: (i) copy, modify, create derivative works or improvements of the Services; (ii) make the Services available to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to CampusLogic’s source code; (iv) sell, resell, rent, lease, or otherwise make available the Services to any third party; (v) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party rights, or otherwise access or use the Services in any manner or for any purpose that infringes or violates Intellectual Property Rights of any third party; (vi) use the Services to store or transmit Malicious Code; (vii) interfere with or disrupt the integrity or performance of the Services; (viii) attempt to gain unauthorized access to the Services or their related systems or networks; or (ix) access or use the Services for purposes of competitive analysis of the Services, or to develop a competing software service or product or for any other purpose that is to the detriment or commercial disadvantage of CampusLogic. In the event you fail to comply with this section, CampusLogic may, without limiting CampusLogic’s other rights and remedies, suspend the Services to End User without incurring any obligation or liability, until such breach has been remedied to CampusLogic’s reasonable satisfaction.
- Taxes. It is your responsibility to determine what taxes apply to Donations received or made through your use of the Services and to remit any taxes, if any, required to be made to the appropriate taxing authority.
You are solely responsible for all Public Content and User Data submitted through the Services. You agree to fully cooperate with any requests CampusLogic makes to verify information and agree and acknowledge that CampusLogic may share Public Content and User Data with law enforcement officials as required in connection with any investigation. You agree not to raise funds or establish or contribute to any Campaign that:
- Violates any law, regulation, code, or third-party agreements to which you are bound;
- Makes unlawful political contributions;
- Contains fraudulent, dishonest, misleading, libelous, or otherwise unlawful content;
- Promotes unlawful products or schemes, including without limitation gambling, arms, drugs or narcotics, or offensive or sensitive content; or
- Any other activity that CampusLogic or Institution deems in its sole discretion to be unacceptable or not appropriate for the Services.
- Campaigner Representations and Warranties. You, as a Campaigner, represent, warrant, and covenant that (i) all materials and information you provide in connection with a Campaign is accurate, complete, and legally provided, and that all donations contributed will be used solely for the purpose described in the Campaign; (ii) all materials and information you provide will not infringe the intellectual property rights of third parties; (iii) that you will comply with applicable reporting and legal obligations, including without limitation, political contribution reporting and tax reporting; and (iv) that you will maintain a copy of all records related to Campaigns and donations and provide a copy of such records to CampusLogic upon request.
LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
- YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. CAMPUSLOGIC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
- CAMPUSLOGIC MAKES NO WARRANTY THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL GUARANTEE ANY RESULTS; (4) ANY CONTENT OR ANY RESULTS WILL BE ACCURATE, RELIABLE, TIMELY, OR COMPLETE; OR (5) RELATES TO OR ARISES FROM ANY THIRD-PARTY MATERIALS.
- YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
- IN NO EVENT SHALL CAMPUSLOGIC HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR ANY BUSINESS INTERRUPTION OR DELAY OR LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, ANY PROMOTIONS OR RELATED DONATIONS MADE THROUGH THE SERVICES, OR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CAMPUSLOGIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $500.
- CAMPUSLOGIC HAS NO CONTROL OVER THE INFORMATION PROVIDED THROUGH THE SERVICES BY THE END USER. CAMPUSLOGIC DISCLAIMS ALL LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ARISING OUT OF ANY INFORMATION PROVIDED BY END USER TO THE SERVICES. ALL DONATIONS, GIFTS, AND SPONSORSHIPS ARE DONE AT THE SOLE RISK OF THE SPONSOR. CAMPUSLOGIC DOES NOT VERIFY THE INFORMATION THAT THE CAMPAIGNERS SUPPLY AND DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE DONATIONS, GIFTS, OR SPONSORSHIPS PROVIDED WILL BE USED FOR ANY PURPOSE OR IN ACCORDANCE WITH APPLICABLE LAWS.
TERMINATION; DATA RETENTION.
- CampusLogic may terminate your use and access to the Services at any time with or without prior notice to you.
- Upon termination of this Agreement for any reason: (i) all rights and obligations of the parties under this Agreement will terminate except for payment obligations and the surviving sections; (ii) CampusLogic will return or delete all User Data or Public Content; (iii) CampusLogic may disable all End User access to the Services; and (iv) CampusLogic may retain User Data in its backups, archives, and disaster recovery systems until such User Data is deleted in ordinary course.
- User Data. You may submit content, photos, videos, images and other materials through the Services (the “User Data”) and you hereby represent and warrant to CampusLogic that you own all right, title, and interest to such User Data or you have all necessary rights and authorization to use such User Data, including without limitation any images, names, or likeness of third parties. By uploading and sharing such User Data, you grant CampusLogic a non-exclusive, worldwide, irrevocable, perpetual license to use, display, upload, perform, distribute, store, or modify the User Data in connection with the Services or its internal business use.
- Feedback. You acknowledge and agree that any feedback, comments, or suggestions regarding the Services are non-confidential and you grant CampusLogic a non-exclusive, worldwide, irrevocable, perpetual, non-exclusive, royalty free license to use, exploit, and make derivative works from such feedback and information for any lawful purpose.
- De-Identified Data; Statistical Data. CampusLogic may create de-identified and aggregated data (the “De-Identified Data”) and End User grants CampusLogic a non-exclusive, irrevocable right and license to use such De-Identified Data in its business, including in its development of products and services; provided that such De-Identified Data does not identify End User and is aggregated with data from other users. CampusLogic may use certain data capture and analysis tools to compile and extract statistical information and platform data generated from the use and operation of the Services (“Statistical Data”). Such Statistical Data shall be owned exclusively by CampusLogic and CampusLogic shall retain all intellectual property rights in such Statistical Data. CampusLogic shall comply with all applicable privacy laws and may use such Statistical Data for any lawful purpose, provided such use does not permit the identification of End User.
- End User Control and Responsibility. End User assumes all risk and liability related to any claim arising from the accuracy, quality, integrity, and completeness of such User Data, information, and materials, and all access to and use of the Services directly or indirectly by End User.
You acknowledge that CampusLogic is (i) the exclusive owner of the Services, including all features, design, functionality, and reports, and (ii) retains all right, title and interest in the Services, including all Intellectual Property Rights therein. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to, the Services.
You agree to indemnify, hold harmless, and release CampusLogic and its officers, employees, directors, shareholders and agents from any and all losses, damages, expenses and claims (including reasonable attorney’s fees) arising out of or related to your use of the Services, any donation, any Campaign, User Data, Public Content, or your violation of this Agreement.
- Surviving Sections. Sections 1(c), 3, 4, 6, 7, 8 and this Section 9A shall survive termination of this Agreement.
- Successors and Assigns. This Agreement is binding upon, and will inure to the benefit of, the parties hereto and their respective permitted successors and assigns.
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right.
- Entire Agreement. This Agreement represents the entire agreement between you and CampusLogic and governs your use of the Services, superseding any prior agreements, written or verbal, previously existing between you and CampusLogic.
- Cause of Action. You agree that any claim or cause of action relating to or arising from this Agreement must be made within one year after such claim or cause of action arose.
- Waiver. The failure of CampusLogic to exercise or enforce any of its rights under this Agreement shall not operate as a waiver of its right to exercise or enforce any of its rights in any other circumstance.
- Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF