PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY BEFORE USING THE NET PRICE CALCULATOR. BY INSTALLING OR OTHERSWISE USING THE NET PRICE CALCULTOR, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This subscription agreement (the "Agreement") is between the College Board (the "College Board") and the subscribing institution of higher education ("You" or "Yours"). This Agreement contains the exclusive terms and conditions under which You may use the Net Price Calculator Internet-delivered service. The Net Price Calculator is a web delivered service that will enable You to provide school-branded and customized information to prospects about costs and financial aid eligibility. The Net Price Calculator includes the internet-based access, printed material, electronic documentation and related methods and techniques, hereinafter referred to collectively as the "Net Price Calculator". By using the Net Price Calculator, You accept the terms of this Agreement.
Your twelve (12) month subscription provides your prospective students with on-line access to Your Net Price Calculator from a link on Your website or from a link on the College Board's website located at www.collegeboard.org and will include implementation support, yearly updates, and maintenance.
Implementation: As part of implementation ("Implementation"), we will set up your contact information within the NPC, assist you with setting computation options (IM only), provide You with a configuration guide, a specific implementation support contact, a WebEx training session, and a scheduled phone consultation with implementation support staff.
Maintenance and Support: We will provide You with a user manual which will include an overview of student and administration functionality, including any yearly updates. Telephone support will be available to you, and to students accessing the Net Price Calculator application. Maintenance consists of on-going site and application maintenance, and yearly updates to need analysis and application text.
- Subscription Information
The Net Price Calculator is provided by the College Board and incorporates products created and integrated by Rewire Technology ("Licensor"). Students are permitted to access and use the features and functionality of the Net Price Calculator application solely to calculate the estimated net price to attend a particular institution of interest. As hosted by or on behalf of the College Board, You will have online access to administrative features of the Net Price Calculator to set up budgets, financial aid packaging algorithms, payment options and other elements of the Net Price Calculator display ("Permitted Use").
- Right to Use
The College Board grants you a non-exclusive, non-transferable, revocable right to access and use the Net Price Calculator solely for the Permitted Use. You understand that the College Board is not granting You any license to the underlying technologies, calculations and methodologies that comprise the net price calculator application or the supporting services.
The estimate provided by the Net Price Calculator does not represent a final determination, or actual award, of financial assistance. The estimate shall not be binding on the College Board, the Secretary of Education, You or the State in which Your institution is located.
You will control the access of Your authorized users to the Net Price Calculator and will immediately revoke such access if the user ceases to be employed by You or is no longer appropriately authorized to access the Net Price Calculator.You are responsible for ensuring the College Board Net Price Calculator is properly monitored and controlled via Your institution's network security protocols. The College Board will not be held liable for losses that You incur in connection with the disruption or disabling by unauthorized parties of the Net Price Calculator service based on Your institution's system security-related flaws. Further, in the event such an incident occurs, whether in connection with Implementation or the entire service, You shall promptly provide, upon our request, all applicable security logs, documentation and incident files.
Except as and only to the extent expressly permitted in this Subscription Agreement or by applicable law, You shall not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Net Price Calculator, system updates or any part thereof. Any attempt to do so is a violation of rights of the College Board and Licensor. If You breach this restriction, You may be subject to prosecution and damages.
This Agreement shall not be assigned or transferred by You to any other party.
- Ownership and Proprietary Rights
You understand and acknowledge that all title and proprietary rights in and to the Net Price Calculator are owned by the College Board or the College Board's Licensor, including copyright, trade secrets and trademarks. You acknowledge and agree that the Net Price Calculator is proprietary to the College Board and the College Board's Licensor and protected under United States laws and international treaties. This Agreement does not convey to You an interest in or to the Net Price Calculator or other material owned by the College Board and the College Board's Licensor but only conveys a limited right to use the system in accordance with the terms of this Agreement. The College Board shall have the right to use, without limitation, the data collected in the performance of this Agreement in the normal and customary operations of the College Board.
- Liability/Disclaimer of Warranty
The College Board and Licensor will have no responsibility or liability in connection with any loss or damage which may be incurred by a student as a result of:
- Invalid data that a student enters into the Net Price Calculator; or
- Any course of action taken by a student in reliance on his or her estimated net price; or
- A student's use of the Net Price Calculator and/or his or her estimated net price other than in accordance with its intended use.
- GENERAL DISCLAIMER.
THE COLLEGE BOARD, ITS AFFILIATES AND LICENSOR DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COLLEGE BOARD AND ITS LICENSOR DO NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE NET PRICE CALCULATOR APPLICATION WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED.
- LIMITATION OF LIABILITY; INDEMNIFICATION.
IN NO EVENT WILL THE COLLEGE BOARD, ITS AFFILIATES AND LICENSOR HAVE ANY LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMETN FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY (INCLUDING CLAIMS UNDER CONTRACT, TORT, OR STRICT LIABILITY), NOR LIABILITY FOR LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER THE COLLEGE BOARD KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
In no event will the maximum liability against the College Board exceed the amount of fees paid by You to the College Board under this Agreement.
Some state laws do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages, so portions of this Paragraph may not apply to the rights granted hereunder.
To the extent permitted by law, You will indemnify, hold harmless and defend the College Board from and against all liabilities, demands, claims, and fines, including reasonable attorneys' fees and other costs and expenses of defense and settlement, which the College Board may incur as a result of damages claimed by third parties in connection with this Agreement (collectively, "Damages") provided, however, that You will not be obligated to indemnify the College Board to the extent Damages are caused directly by the gross negligence or willful misconduct of the College Board.
- Term and Termination
This Agreement will become effective on the date of purchase and shall remain in effect for twelve (12) months thereafter (the “Initial Term”). Following the Initial Term, Your subscription will automatically renew on an annual basis as long as You continue to pay the annual maintenance and support fee as invoiced by the College Board. Each extension of Your subscription beyond the Initial Term may contain modifications to the Terms and Conditions hereof as agreed upon by both parties, including changes in the annual fees. You may terminate your subscription at any time for the upcoming twelve-month period by providing the College Board written notice no less than thirty (30) days prior to the end of the current twelve-month period. If You terminate Your subscription in any twelve-month period prior to the subscription end of such twelve-month period, You will not receive a refund of fees paid for that year.
For new Clients only: Within thirty (30) days following the completion of Implementation, You may choose to terminate this Agreement. Upon such termination, the College Board shall provide You with a refund of the fees You have paid to the College Board for Your initial annual subscription, less an "Early Termination Fee" of US$1,000.00. In the event You have not yet paid any fees to the College Board under this Agreement, payment of the Early Termination Fee is due from You to the College Board within 10 business days of Your notice of termination.
For Renewal Clients: You understand and agree that if You fail to pay the invoiced amount within sixty (60) days from the date of the invoice, the College Board will suspend your subscription, which will include turning off access to the Net Price Calculator for all Authorized Users and students or prospective students. Upon payment in full, the College Board will restore access to Your Net Price Calculator.
The College Board may terminate this Agreement upon written notice to You in the event You breach or fail to comply with any term or condition of this Agreement. If such termination occurs, or if You terminate prior to the end of the then-current annual term, You will not receive a refund for any remaining portion of Your twelve (12) month subscription.
If You initiate or participate in any legal proceeding against the College Board, the College Board, in its sole discretion, may suspend or terminate all rights, including the right to use the Net Price Calculator, provided to You under this Agreement during the course of such legal proceedings.
- Maintenance/Technical Fixes
The Net Price Calculator may be taken down periodically for scheduled maintenance and technical fixes. From time to time, the College Board and its Licensor may need to revise the Net Price Calculator and update or change certain features and functionalities. As a result, the College Board reserves the right to update, change or remove any system features and functionalities, as well as field test items, fix errors, glitches, bugs, and technical concerns. At the discretion of the College Board, reasonable efforts will be made to notify You of the revisions made to the Net Price Calculator.
- PO Terms
This Agreement supersedes any conflicting terms and conditions contained in Your purchase order.
- Force Majeure
Neither party shall be considered in default in the performance of its obligations under the Agreement to the extent that performance of its obligations Is prevented or delayed by any cause beyond its reasonable control, including without limitation, acts of God; strikes; lockouts or other industrial disturbances; acts of public enemies; wars; blockages; riots; civil disturbances; epidemics; floods; hurricanes; tornadoes; and any other similar acts, events, or omissions.
- Confidentiality
To the extent that, in connection with this Agreement, each party comes into possession of any proprietary or confidential information of the other party ("Confidential Information"), each party agrees to use the Confidential Information of the other party solely for the purposes of this Agreement, and will not disclose such Confidential Information to any third party without the other party's written consent, or unless required by law. The terms of this Agreement shall also be considered Confidential Information.
- Required Authorization.
You represent and warrant that you have obtained any consent that you require from your management, your board of directors and any third parties to the extent consent is necessary to authorize it to enter into this Agreement.
- Complete Agreement; Governing Law
This Agreement constitutes the entire understanding between the College Board and You with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between the College Board and You. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such modification or amendment is in writing signed by both parties.
This Agreement shall be construed under the laws of the State of New York. In the event that any provision of this Agreement is deemed invalid or unenforceable, the other provisions of this Agreement shall continue in full force and effect.