BY CLICKING AND CHECKING THE BOX OR THE I ACCEPT RADIO BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS AND BY USING CHOOSE IT RIGHT’S PRODUCTS AND SERVICES, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF THE CHOOSE IT RIGHT PRODUCTS AND SERVICES AGREEMENT (“AGREEMENT”). IF THE INDIVIUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF OR FOR THE BENEFIT OF A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, NON-PROFIT, STATE OR LOCAL GOVERNMENT ENTITY, OR OTHER ENTITY OR ENTITIES (“LEGAL ENTITY”), SUCH PERSON REPRESENTS, WARRANTS AND AGREES THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS AND CONDITIONS, WHICH SHALL BE SUBJECT TO AND BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY, OR IF SUCH PERSON DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN SUCH PERSON MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS AND SERVICES.
If You are a Legal Entity, You will be able to upload Your lists of contacts (“Contact Lists”) and email access codes for the Choose It Right Advanced Package and / or Showcase Package, the recipients of whom (“Recipients”) must have consented previously to the receipt of content from You and/or a third party email service You designate.
You agree that Choose It Right may disclose the fact that You are either a paying Customer or Subscriber, Your package, the price of Your package and certain commission information to Choose It Right’s affiliates.
2. License Grant & Restrictions
In exchange for and subject to payment for the Products and Services in accordance with Choose It Right’s pricing policies, as such policies may be changed from time to time, Choose It Right hereby grants You a non-exclusive, non-transferable right to use the Products and Services, solely for Your own personal use, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Choose It Right. Licenses cannot be shared or used by more than one individual.
You may not access the Products and Services if You are a competitor of the Products and/or Services and/or Choose It Right, except with Choose It Right’s prior express written consent. In addition, You may not access the Products and Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The parties agree that any violation of the foregoing would cause serious and irreparable harm to Choose It Right. In addition to any other right or remedy, Choose It Right shall have the right to enforce any actual or threatened breach, default or violation of the foregoing by seeking injunctive relief or through any other equitable remedy.
3. Your Content and Conduct
As a Choose It Right Customer or Subscriber, You may submit Your Content to the Products and Services. You understand that Choose It Right does not guarantee any confidentiality with respect to Your Content that You submit.
You shall be solely responsible for Your Content and the consequences of submitting and publishing Your Content to the Products and on the Services. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to publish Your Content that You submit; and you license to Choose It Right all patent, trademark, trade secret, copyright or other proprietary rights in and to Your Content for submission and publication to the Products and on the Services pursuant to this Agreement.
You retain all of your ownership rights in Your Content. However, by submitting Your Content to Choose It Right, You hereby grant Choose It Right a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with the Products and Services and Choose It Right’s (including Choose It Right, LLC's successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Products and Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Products and Services a non-exclusive license to access Your Content through the Products and Services, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the Products and Services and under this Agreement. The above licenses granted by You in Your Content that You submit to the Products and Services terminate within a commercially reasonable time after You remove or delete Your Content from the Services. You understand and agree, however, that Choose It Right may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted.
You further agree that Your Content that You submit to the Products and Services will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant Choose It Right all of the license rights granted herein.
You further agree that You will not submit to the Products and Services any content or other material that is contrary to applicable local, national, and international laws and regulations.
Choose It Right does not endorse any content submitted to the Products and Services by any Customer, Subscriber or other licensor, or any opinion, recommendation, or advice expressed therein, and Choose It Right expressly disclaims any and all liability in connection with Your Content or other Customer's or Subscriber's content. Choose It Right does not permit copyright infringing activities and infringement of Intellectual Property Rights on the Products and Services, and Choose It Right will remove all of Your Content, or other Customer's or Subscriber's content, if properly notified that Your Content, or other Customer's or Subscriber's content, infringes on another's Intellectual Property Rights. Choose It Right reserves the right to remove Your Content, or other Customer's or Subscriber's content, without prior notice for any reason or no reason.
4. Your Responsibilities
You are responsible for all activity occurring under Your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Products and Services, including those related to data privacy, international communications and the transmission of technical or personal data.
You shall: (i) notify Choose It Right immediately of any unauthorized use of any password or account or any other known or suspected breach of security relating to the Products and Services; and (ii) report to Choose It Right immediately and use reasonable efforts to stop immediately any copying or distribution of Choose It Right Content that is known or suspected by You.
You shall not, without Choose It Right’s express prior written consent (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially use or exploit or make available to any third party the Products and Services or the Choose It Right Content in any way; (ii) modify or make derivative works based upon the Products and Services or the Choose It Right Content; (iii) create Internet "links" to the Products and Services or "frame" or "mirror" any Choose It Right Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Products and Services in order to (a) build a competitive product or Products and Services, (b) build a product using similar ideas, features, functions or graphics as the Products and Services, or (c) copy any ideas, features, functions or graphics of the Products Services.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Products and Services or the data contained therein; or (v) impersonate another Products and Services customer or subscriber or attempt to gain unauthorized access to the Products and Services or its related systems or networks in any manner, including, but not limited to, by providing false information to the Products and Services.
If You use the Site and the Products and Services to access reports, profiles and other information about students and student-athletes through an Organization Account, Coach Account or a School Access Account You agree that you will use such information solely for proper purposes, including helping students, student-athletes, or parents make decisions about what college or university to attend.
5. Rules Regarding Uploading Contact Lists; Ownership of Contact Lists; Disclaimer of Responsibility (Applicable if You upload Contact Lists)
Pursuant to the terms of this Agreement, You hereby agree to the following:
- You will not send Spam;
- You will not use purchased, rented, or third-party lists of email addresses; and
- You will not import or incorporate into any contact lists or other content You upload to our servers any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or any other sensitive personal information of any kind.
If You violate any of these rules, then Choose It Right may, in its sole discretion, suspend or terminate Your account.
Choose It Right acknowledges Your ownership rights in Your Contact Lists. Choose It Right will never sell or rent Your Contact Lists and/or the information contained therein to anyone without Your permission.
Choose It Right is not responsible for the following:
6. Account Information and Data
- Recipients who do not redeem their access codes;
- Errors in or the accuracy of the Contact Lists;
- The quality of Contact Lists; and
- The deliverability of emails to Recipients.
Choose It Right has the right to own and assemble lists of any Customer or Subscriber information containing information other than credit card numbers and full social security numbers. You, not Choose It Right, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Your Content submitted by You to the Products and Services in the course of using the Products and Services and Choose It Right shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Content. Upon termination of this Agreement, Your right to access or use Your Content immediately ceases, and Choose It Right shall have no obligation to maintain or forward any of Your Content. You agree and acknowledge that Choose It Right has no obligation to retain Your Content.
7. Intellectual Property Ownership
Choose It Right alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Choose It Right Content and the Products and Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Products and Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Products and Services or the Intellectual Property Rights owned by Choose It Right. The Choose It Right name and logo and the names associated with the Products and Services are trademarks of Choose It Right, and no right or license is granted to use them.
8. Third Party Interactions
During use of the Products and Services, You may enter into correspondence with and/or purchase goods and/or products and services from third parties through the Products and Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between You and the applicable third party. Choose It Right shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party. Choose It Right does not endorse any websites on the Internet that are linked through the Products and Services. Choose It Right may provide these links to You only as a matter of convenience, and in no event shall Choose It Right be responsible for any content, products, services, or other materials on or available from such sites. Choose It Right provides the Products and Services to You pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of ancillary software, hardware or Products and Services may require Your agreement to additional or different license or other terms prior to Your use of or access to such software, hardware or Products and Services.
9. Charges and Payment of Fees
Fees, charges and billing terms relating to the Products and Services may be accessed in the pricing section at the Site. You agree to pay all fees or charges to Your account, including, but not limited to, such fees and charges for a one-time license to use the Products and/or the monthly license to use the Services in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Fees for the Products and Services are in U.S. dollars and are exclusive of all taxes, levies, or duties imposed by taxing authorities. You shall be responsible for payment of all such taxes, levies, or duties other than United States (federal or state) taxes based solely on Choose It Right’s income.
All payment obligations are non-cancelable and all amounts paid are nonrefundable without exception. Choose It Right reserves the right to modify its fees, charges and billing terms relating to the Products and Services at any time, upon at least thirty (30) days’ prior notice to You, which notice may be provided by e-mail. Your continued use of the Products and/or Services after the effective date of such changes will signify your agreement to the changes. All fees, charges and billing terms relating to the Products and Services are confidential and You agree not to disclose them to any third party.
10. Billing and Renewal
Depending upon the package You purchase, Choose It Right charges its fees in a one-time charge, monthly increments or a one-time charge plus monthly increments, commencing on the Effective Date. Choose It Right will immediately charge Your credit card for the one-time charge and if applicable, in monthly increments in advance of the applicable monthly period and will e-mail You confirmation thereof.
You agree to provide Choose It Right with complete and accurate billing and contact information. Choose It Right’s Customers and Subscribers who register to use the Products and Services must provide Choose It Right with their contact information, such as their name, address, phone number, e-mail address, and financial qualification and billing information. Choose It Right may ask for additional information. You agree to update this information within thirty (30) days of any changes thereto. If any information You have provided is false or fraudulent, Choose It Right reserves the right to terminate Your access to the Products and Services in addition to any other legal remedies.
11. Non-Payment and Suspension
In addition to any other rights granted herein or provided by applicable law, Choose It Right reserves the right to suspend or terminate this Agreement and Your access to the Products and Services if Your account becomes delinquent (falls into arrears) or You fail to pay any fees for the Products and Services when due. In the event of any termination of this Agreement, You will be obligated to pay the balance due on Your account, including, but not limited to, any fees for the Products and Services. You agree that Choose It Right may charge such fees for the Products and Services and/or other account balances to Your credit card or bank account.
12. Term and Termination
This Agreement commences on the Effective Date. Either party may terminate this Agreement at any time. Upon termination of this Agreement, You agree to pay any outstanding fees for the Products and Services.
Choose It Right may immediately terminate this Agreement upon written notice to You in the event of a breach of any provision of this Agreement, including, but not limited to, a failure to satisfy Your payment obligations hereunder and/or any unauthorized use of the Products and/or Services. In such event, Choose It Right may also terminate Your account and Your Use of the Products and/or Services.
13. Digital Millennium Copyright Act
a. Pursuant to the Digital Millennium Copyright Act ("DMCA"), if You are a copyright owner or an agent thereof and believe that any content infringes upon Your copyrights, You may submit a written notification to Choose It Right’s designated DMCA Agent (identified in subsection b. hereof) and include therewith substantially the following information (see 17 U.S.C 512 et seq. for further detail):
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Choose It Right’s designated DMCA Agent to receive notifications of claimed infringement is: Attention to: Brian Rogers, Blue Maven Law, LLC, 221 Thresher Drive, Eureka, MO 63025, email: email@example.com Fax: 314-480-7109. Only DMCA notices should go to the DMCA Agent; any other questions, comments, customer service support, and other communications should be directed to Choose It Right’s customer service by emailing firstname.lastname@example.org. You acknowledge that if You fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
b. Contents of Counter Notification - If You believe that Your Content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in Your Content, You may send a counter-notice containing the following information to the DMCA Agent:
- Your physical or electronic signature;
- Identification of Your Content that has been removed or to which access has been disabled and the location at which Your Content appeared before it was removed or disabled;
- A statement that You have a good faith belief that Your Content was removed or disabled as a result of mistake or a misidentification of Your Content; and
- Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the U.S. District Court for the Eastern District of Missouri and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the DMCA Agent, Choose It Right may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, user, customer or subscriber, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Choose It Right sole discretion.
14. Representations & Warranties
You represent and warrant that You have the legal power and authority to enter into this Agreement. You represent and warrant that You have neither falsely identified Yourself nor provided any false information to gain access to the Products and Services and that Your billing information is correct.
You shall indemnify, defend and hold harmless Choose It Right and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, (including compensatory, incidental, consequential, exemplary, direct, indirect, or punitive), losses, liabilities, fines, charges, lost profits, expert witness fees, settlement amounts, alternative dispute resolution fees, court costs, judgments, expenses (including attorney’s fees and costs), and loss of reputation or goodwill amounts arising, resulting from, sustained or incurred, which can or may arise, result, be sustained or incurred in any way in connection with: (i) any claims that the Use or sharing of Your Content in accordance with this Agreement infringes the Intellectual Property Rights of, or has caused harm to, a third party; (ii) any breach by You of a rule, statute, regulation or law; and (iii) any breach, default or violation of any of Your obligations under this Agreement.
16. Legal Waiver
In Using the Products and Services provided by Choose It Right, which include, without limitation, the list of packages provided on the Site, Using the Choose It Right Content, purchasing and/or Using Choose It Right's Products and Services, You acknowledge that Choose It Right has no control over, and no duty to take action regarding the following:
- Users who gain access to the Site (inclusive of all data, facts, statistics, and other information provided therein) and/or the Choose It Right Content or those who Use and/or purchase its Products and Services;
- The effects the Choose It Right Content, Products and Services have on You and others;
- Your interpretation and/or Use of the Choose It Right Content, Products and Services;
- Actions You and/or others may take as a result of reviewing and/or being exposed to the Choose It Right Content, Products and Services; and
- Your or Your Recipients’ admission to any college or university or Your or Your Recipients’ satisfaction regarding Your or Your Recipients’ admission choice or any other action(s) You or Your Recipients take or do not take as a result of the information Choose It Right provides in its Choose It Right Content or through Use of any of the Products and Services.
The Choose It Right Content, Products and Services may contain, or direct You or Your Recipients to sites containing, information that some individuals may find as offensive, unacceptable, or inappropriate. Choose It Right makes no representations concerning said occurrences, and will not be responsible or liable in any fashion whatsoever for the accuracy, validity, copyright compliance, legality or decency of any information contained within or accessed through the Choose It Right Content, Products and Services. You release Choose It Right from any and all liability as a result of acquiring or not acquiring content, including but not limited to data, statistics, facts, data and/or other information, through the use and/or purchase of the Choose It Right Content, Products and Services.
Choose It Right does not guarantee the accuracy, validity, completeness, timeliness, reliability, or usefulness of any portion of the Choose It Right Content, Products and Services, including, without limitation, any information contained or accessed therein. Furthermore, in accessing or using the Choose It Right Content, Products and Services, You acknowledge the following:
- You understand that in purchasing or Using the Choose It Right Content, Products and Services provided by Choose It Right, all sales are final and no refunds shall be issued at any time;
- The Content, Products and Services do not guarantee any results, including but not limited to (i) acceptance to the college or colleges of Your or Your Recipients’ choice (or any educational or vocational institution), (ii) career placement, (iii) scholarship award receipt and/or financial aid acceptance, or (iv) satisfaction in one’s choice of major, college and/or future career;
- All information provided in the Choose It Right Content, Products and Services is strictly for the purpose of guidance and should be used and interpreted with discretion;
- Choose It Right does not guarantee the validity or accuracy of any of the Choose It Right Content, Products and Services. As such, it is Your responsibility to cross check and verify the accuracy of the information contained therein;
- Choose It Right does not warrant that the Choose It Right Content, Products and Services will be uninterrupted, error free, without delay, or free of viruses or any other harmful elements; and
- You and Your Recipients solely and expressly assume the entire risk of using the Choose It Right Content, Products and Services related to its quality, performance, validity, accuracy, timeliness, and completeness.
17. Disclaimer of Warranties
CHOOSE IT RIGHT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY OF ANY KIND AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICES OR ANY CHOOSE IT RIGHT CONTENT. CHOOSE IT RIGHT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PRODUCTS AND SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU OR YOUR RECIPIENTS THROUGH THE PRODUCTS AND SERVICES WILL MEET YOUR OR YOUR RECIPIENTS’ REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SITE OR THE PRODUCTS AND SERVICES OR THE SERVER(S) THAT MAKE THE PRODUCTS AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PRODUCTS AND SERVICES AND ALL CHOOSE IT RIGHT CONTENT ARE PROVIDED TO YOU AND YOUR RECIPIENTS STRICTLY ON AN "AS IS" BASIS. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. Internet Delays
THE PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CHOOSE IT RIGHT IS NOT RESPONSIBLE FOR ANY DELAYS, INCLUDING BUT NOT LIMITED TO DELIVERY FAILURES OR ANY OTHER TYPE OF DAMAGE RESULTING FROM SUCH PROBLEMS.
19. Limitation of Liability
IN NO EVENT SHALL CHOOSE IT RIGHT’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL CHOOSE IT RIGHT BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PRODUCTS AND SERVICES, THIS AGREEMENT, OR CHOOSE IT RIGHT’S PERFORMANCE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PRODUCTS AND SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF CHOOSE IT RIGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
Choose It Right may give notice by means of a general notice regarding the Products and Services, electronic mail to Your e-mail address on record in Your account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Your account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by e-mail). You may give notice to Choose It Right (such notice shall be deemed given when received by Choose It Right) at any time by the following: letter delivered by nationally recognized overnight delivery services or first class postage prepaid mail sent certified/return receipt requested to Choose It Right at the following address: Choose It Right, 11628 Old Ballas Road, Creve Coeur, Missouri 63141, or a successor address after notice to You, or by electronic mail delivered to email@example.com.
21. Modification to Terms
Choose It Right reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Products and Services at any time, effective upon posting of an updated version of this Agreement on the Site. If such modification is material, in Choose It Right’s reasonable judgment, Choose It Right shall provide effective notice to You either on the Site and/or in an email to You at the email address you have provided to Choose It Right, if applicable. Notwithstanding, You are responsible for regularly reviewing this Agreement. Your continued use of the Products and Services after any such material modification and/or the effective date of the material modification of which Choose It Right provides You notice shall constitute Your consent to such changes.
This Agreement may not be assigned by You without the prior written consent of Choose It Right. Choose It Right may assign this Agreement at any time without Your written consent. Any purported assignment in violation of this section shall be void and of no force or effect.
YOU ACKNOWLEDGE THAT CHOOSE IT RIGHT RESERVES THE RIGHT TO, AND MAY FROM TIME TO TIME, MONITOR ANY AND ALL ACTIVITY OR INFORMATION TRANSMITTED OR RECEIVED THROUGH THE PRODUCTS AND SERVICES OR WWW.CHOOSEITRIGHT.COM. CHOOSE IT RIGHT, IN ITS SOLE DISCRETION AND WITHOUT FURTHER NOTICE TO YOU, MAY (BUT IS NOT OBLIGATED TO) REVIEW, CENSOR OR PROHIBIT ANY ACTIVITY OR THE TRANSMISSION OR RECEIPT OF ANY INFORMATION WHICH CHOOSE IT RIGHT DEEMS INAPPROPRIATE OR THAT VIOLATES ANY TERM OR CONDITION OF THIS AGREEMENT. DURING MONITORING, INFORMATION MAY BE EXAMINED, RECORDED, COPIED, AND USED FOR AUTHORIZED PURPOSES. USE OF THE PRODUCTS AND SERVICES, AUTHORIZED OR UNAUTHORIZED, CONSTITUTES CONSENT TO SUCH MONITORING. UNAUTHORIZED USES AND UNAUTHORIZED USERS OF THE PRODUCTS AND SERVICES MAY BE PROSECUTED TO THE FULL EXTENT OF THE LAW.
24. Force Majeure
NO PARTY WILL BE LIABLE TO THE OTHER FOR ANY DELAY OR INTERRUPTION IN PERFORMANCE AS TO ANY OBLIGATION HEREUNDER RESULTING FROM GOVERNMENTAL EMERGENCY ORDERS, JUDICIAL OR GOVERNMENTAL ACTION, EMERGENCY REGULATIONS, SABOTAGE, RIOTS, VANDALISM, LABOR STRIKES OR DISPUTES, ACTS OF GOD, FIRES, ELECTRICAL FAILURE, MAJOR COMPUTER HARDWARE OR SOFTWARE FAILURES, EQUIPMENT DELIVERY DELAYS, ACTS OF THIRD PARTIES, OR DELAYS OR INTERRUPTIONS IN PERFORMANCE BEYOND ITS REASONABLE CONTROL; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO YOUR REQUIREMENTS TO MAKE FULL AND PROMPT PAYMENT FOR ANY PRODUCTS AND SERVICES.
25. Choice of Law; Binding Arbitration; Venue.
You and Choose It Right agree that any dispute, claim, or controversy arising out of or relating in any way to the this Agreement or the parties’ performance hereunder will be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that You and Choose It Right are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. The arbitration will be governed by either the Commercial Arbitration Rules of the American Arbitration Association or the Consumer Arbitration Rules of the American Arbitration Association, as applicable (the “AAA Rules”), as modified by this Agreement, and as administered by the AAA. You and Choose It Right agree that this Agreement involves interstate commerce and is subject to the Federal Arbitration Act.
You agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any Intellectual Property Rights, and (b) any claims related to allegations of theft, piracy, or unauthorized use of the Products and Services are not subject to mandatory arbitration. Instead, You and Choose It Right agree that these claims (including but not limited to claims for injunctive or equitable relief) will be exclusively decided by courts of competent jurisdiction in the state courts in the County of St. Louis, Missouri, USA and the federal courts in St. Louis City, Missouri, USA, and that applicable Missouri and/or Federal law will govern, without regard to choice of law principles.
You and Choose It Right agree that each may bring claims against the other only in Your or Choose It Right’s individual capacity, and not as a class member or in any representative capacity or proceeding. Further, no arbitrator may consolidate any other person’s claims with Your or Choose It Right’s claims, and no arbitrator may otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then this entire section, except for the immediately-preceding paragraph, will be null and void. In such case, all claims must be exclusively decided by courts of competent jurisdiction in the state courts in the County of St. Louis, Missouri, USA and the federal courts in St. Louis City, Missouri, USA, and applicable Missouri and/or Federal law will govern, without regard to choice of law principles. In no event may the arbitrator award declaratory or injunctive relief.
Any arbitration must be commenced by filing a demand for arbitration with the AAA within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there will be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
You agree to comply with any and all applicable rules, regulations, statutes and laws, including, but not limited to, any and all state and federal privacy, marketing and advertising rules and laws. You agree not to engage in any fraud or misrepresentations, or any abusive or unfair practices, in connection with Your use of the Products and Services. In the event You violate any of the foregoing, You agree to promptly notify Choose It Right of such violations and to take all necessary and appropriate measures to resume compliance.
The following sections hereof shall survive termination of this Agreement: 3, 4, 5, 6, 7, 9, 11, 12, 13, 15, 16, 17, 19 and 25.
“Choose It Right Content" means all information, including without limitation, communications, software, scripting, photos, text, video, audio, graphics, images, sounds, music, articles, blogs, and other materials found on the Site made available to You by Choose It Right in the course of using the Products and Services.
“Club“ or “Team” means a Legal Entity that is an athletic club or team that is a Customer or Subscriber and that has signed up for an Organization Account.
“Coach“ means either a “primary team access Customer” or a “secondary team access Customer” who is a Customer or Subscriber and who has signed up for a “Coach Account.”
“Coach Account“ means a Customer or Subscriber account offered by Choose It Right to team officials and who accesses the Products or Services in his or her role as an athletic coach on behalf of a Club, League or Team.
“Customer” means an individual or Legal Entity that either (i) purchases the Products and Services that are payable on a one-time basis, or (ii) is issued by Choose It Right a promo code or access code to Use the Products and Services.
"Effective Date" means the date that You enter into this Agreement by clicking and checking the box displayed as part of the ordering process acknowledging that You agree to be bound by the terms of this Agreement and by Using Choose It Right’s Products and Services.
"Intellectual Property Rights" means unpatented inventions, pending patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, trade secrets, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“League” means a Legal Entity that is an athletic league that is a Customer or Subscriber and that has signed up for an Organization Account.
“Organization Account” means a Customer or Subscriber account offered by Choose It Right to Clubs, Leagues, Teams and Schools.
“Products” means, including but not limited to, the packages provided on the Site, the Smart College Report and all associated data and information, Smart Decisions Report and all associated data and information, and Profile PDF.
“School” means a public or private high school that is a Customer or Subscriber and that has signed up for an Organization Account.
“School Access Account” means a Customer or Subscriber account offered by Choose It Right to school officials and who accesses the Products or Services in his or her role as a counselor or an athletic coach on behalf of a School.
“Services” means, including but not limited to, the packages provided on the Site, letter templates, Scholarship Search, Step-By-Step How-to Videos and related materials, Online Profile Generator and related features, and the Progress Tracker.
“Site” means the Choose It Right website at www.chooseitright.com.
“Subscriber” means an individual or Legal Entity that either (i) purchases the Products and Services that are payable on a monthly basis, or (ii) is issued by Choose It Right a promo code or access code to Use the Products and Services.
“Use” or “Using” means accessing, uploading, importing, downloading, inputting, publishing, posting, reviewing, reading, examining, skimming, browsing, analyzing, and/or relying upon the Choose It Right Content, Products and/or Services.
“User” means any individual, Legal Entity, Customer or Subscriber, including, if applicable, any Recipient, who accesses the Site and/or Uses the Products and Services.
"You", "Your" and "Yourself" means either a Choose It Right Customer or Subscriber who Uses the Products and Services.
“Your Content” means any video, music, audio, images and other content that You own and/or have the necessary licenses, rights, consents, and permissions to input and/or publish.
Questions or Additional Information:
If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.