CLEARADMIT.IO
TERMS OF USE
LAST REVISED ON: July 28, 2022
Clear Admit LLC (“Clear Admit,” “we” or “us”) owns and operates www.clearadmit.io and certain other websites which are copyrighted works and include features, content and functionality relating to graduate business school admissions.
THESE TERMS OF USE (THE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE CLEAR ADMIT WEBSITE LOCATED AT URL http://www.clearadmit.io (THE “SITE”). BY ACCESSING AND USING THE SITE YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE. THESE TERMS INCLUDE (I) YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE USE OF THE SITE, AND (II) THE CLEARADMIT.IO PRIVACY POLICY. CLEAR ADMIT MAY OFFER SPECIAL FEATURES, CONTENT OR FUNCTIONALITY THAT WILL BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL TERMS AND CONDITIONS”), AND SUCH ADDITIONAL TERMS AND CONDITIONS ARE HEREBY INCORPORATED INTO THESE TERMS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CHANGE THESE TERMS (“UPDATED TERMS”) AT ANY TIME AND FROM TIME TO TIME. YOU AGREE THAT WE MAY NOTIFY YOU OF THE UPDATED TERMS BY POSTING IT ON THE SITE, AND THAT YOUR ACCESS TO OR USE OF THE SITE AFTER THE EFFECTIVE DATE OF THE UPDATED TERMS (OR ENGAGING IN SUCH OTHER CONDUCT AS WE MAY REASONABLY SPECIFY) CONSTITUTES YOUR AGREEMENT TO THE UPDATED TERMS. THEREFORE, YOU SHOULD REVIEW THESE TERMS AND ANY UPDATED TERMS BEFORE USING THE SITE. THE UPDATED TERMS WILL BE EFFECTIVE AS OF THE TIME OF POSTING, OR SUCH LATER DATE AS MAY BE SPECIFIED IN THE UPDATED TERMS, AND WILL APPLY TO YOUR USE OF THE SITE FROM THAT POINT FORWARD. THESE TERMS WILL GOVERN ANY DISPUTES ARISING BEFORE THE EFFECTIVE DATE OF THE UPDATED TERMS. PLEASE READ THESE TERMS CAREFULLY. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT CLEAR ADMIT AT INSIGHTS@CLEARADMIT.COM, SUBJECT: TERMS OF USE.
PLEASE BE AWARE THAT SECTION 11 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. TERMS AND CONDITIONS. Your use of the Site is subject to the following specific terms and conditions:
(a) Eligibility for Use of the Site. Your access to, use of and registration for the Site is void where prohibited. By using the Site, you represent and warrant that (i) you are 18 years of age or older; and (ii) your use of the Site does not violate any applicable law or regulation.
(b) Fees. You acknowledge that Clear Admit reserves the right to charge fees for certain features, content and functionality on the Site, and to change such fees at any time and from time to time in its sole discretion. If Clear Admit terminates your access to or use of the Site because you violated these Terms, you shall not be entitled to any refund of any unused portion of such fees.
(c) Registration for Use of Certain Services. In order to use certain features of the Site you must register for an account (an “Account”) and provide certain information that we may request. You represent and warrant that: (i) all registration information that you submit to us is truthful and accurate; and (b) you will maintain the accuracy of such information on an ongoing basis throughout the Term. In the course of registering for an Account you will provide or be assigned login information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Clear Admit of any unauthorized use, or suspected unauthorized use, of your Account, or any other breach of security. Clear Admit cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may delete your Account at any time and for any reason by sending a request to delete the Account to insights@clearadmit.com.
2. USE OF THE SITE.
(a) Subject to these Terms, Clear Admit grants you a limited, non-exclusive, non-transferable, revocable right and license to access and use the Site for your personal use only, and you may not use the Site for any other purpose including commercial purposes, without the prior express written permission of Clear Admit. We may modify, suspend, discontinue or terminate the Site or your access to and use of the Site at any time and for any reason, without notice and without liability to you and we have no obligation to provide you with any support or maintenance in connection with the Site. Upon termination of your access to and use of the Site, all licenses and other rights granted to you in these Terms will immediately cease.
(b) You must not use the Site for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the Site. You must not change, modify, adapt or alter the Site or change, modify, adapt or alter another website, application or platform so as to falsely imply that it is associated with Clear Admit or the Site.
(c) You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (also known as “spam”) to any users of the Site. You must not interfere with or disrupt the Site, or servers or networks connected to the Site, including by transmitting any worms, viruses, spyware, malware, ransomware or any other code of a destructive or disruptive nature. You must not inject content or code or otherwise alter or interfere with the way any Clear Admit page or screen is rendered or displayed in a user's browser or device. You must not attempt to restrict another user from using or enjoying the Site and you must not encourage or facilitate violations of these Terms, the Privacy Policy, the Community Guidelines or any other Clear Admit terms.
(d) You are solely responsible for your interaction with other users of the Site, whether online or offline. You agree that Clear Admit is not responsible or liable for the conduct of any user. Clear Admit reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. We advise you to exercise common sense and good judgment when interacting with others, including when you submit or post User Content or any personal or other information. To that end, you must comply with Clear Admit’s Community Guidelines, as they may be amended or modified from time to time.
(e) There may be links from the Site, or from communications you receive from the Site, to third-party websites, advertisements or features. There may also be links to third-party websites, advertisements or features in images or comments within the Site. The Site also includes third-party content that we do not control, maintain or endorse. Clear Admit does not control any of these third-party web services, advertisements, features or any of their content. You expressly acknowledge and agree that Clear Admit is in no way responsible or liable for any such third-party services, advertisements, features or content. YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES FOUND THROUGH THE SITE ARE SOLELY BETWEEN YOU AND THE THIRD PARTIES. We prohibit crawling, scraping, caching or otherwise accessing any content on the Site using automated means (except as may be the result of standard search engine protocols or technologies used by a search engine with Clear Admit's express consent). You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such.
(f) Excluding any User Content that you may provide (defined below), all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Clear Admit or its licensors and suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access and use rights expressly set forth in Section 2(a). Clear Admit and its licensors and suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
(g) If you provide Clear Admit with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to us all rights in such Feedback and agree that Clear Admit shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Clear Admit will treat any Feedback you provide as non-confidential and non-proprietary. You will not submit to Clear Admit any information or ideas that you consider to be confidential or proprietary.
(h) Violation of these Terms may, in our sole discretion, result in the termination of your Clear Admit Account.
3. USER-GENERATED CONTENT. The Site may include interactive features and functionality where you may submit and post information and content, including comments, questions and other information (such content, “User Content”) after you have registered for an Account. By submitting User Content through the Site you grant Clear Admit a worldwide, perpetual, irrevocable, non-exclusive, transferable, royalty-free and fully sublicensable right and license to use, copy, display, store, adapt, create derivative works, perform and distribute such User Content by any means and through any medium, including without limitation the right to post and display User Content on the Site, whether for commercial purposes or otherwise, without obtaining any permission or license from you or from any third party. You irrevocably consent to any and all acts or omissions by us or persons authorized by us that may infringe any moral right (or analogous right) in your User Content. Subject to the terms of the foregoing license, you retain full ownership and other rights in your User Content and any intellectual property rights or other proprietary rights associated with your User Content. In consideration of Clear Admit’s agreement to allow you to submit and post User Content on the Site you agree as follows:
(a) You are solely responsible for the User Content you make available through the Site and you represent and warrant that (i) you either are the sole and exclusive rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to Clear Admit the rights specified in this section; and (ii) the provision of your User Content, and our subsequent use of such User Content as outlined above, will not infringe upon, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, defame any person, or result in the violation of any applicable laws or regulations or our community standards.
(b) Clear Admit has no responsibility or liability for User Content made available through the Site, and we have no obligation to screen, edit or monitor such content. However, we do reserve the right, and have absolute discretion, to remove, screen or edit User Content at any time and for any reason.
(c) Clear Admit makes no representation and warranty that User Content will not be unlawfully copied or used without your consent. By posting User Content on the Site you acknowledge and agree that Clear Admit is not responsible for preventing such unlawful copying or use and that Clear Admit shall not be liable for any losses or damages you may suffer as a direct or indirect result thereof.
(d) If and to the extent you use the Site as part of a commercial agreement with Clear Admit, you acknowledge and agree that our agreements with you in this capacity may supersede this section of these Terms.
(e) You acknowledge that you have the full and complete right to enter into these Terms and to grant to Clear Admit the rights in the User Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by Clear Admit of the User Content as contemplated herein.
(f) You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Clear Admit, all of which such rights are hereby expressly and irrevocably waived by you in favor of Clear Admit.
4. PROPRIETARY RIGHTS IN CONTENT. All content accessible through the Site other than User Content (collectively, “Clear Admit Content”) is protected by copyright, trademark, patent, trade secret and other intellectual property laws, and Clear Admit owns or has the right to use and retains all rights in such content and the Site.
5. PROHIBITED ACTIVITY. The following is a partial list of certain activities that are illegal or prohibited on the Site (“Prohibited Activity”). Clear Admit reserves the right to investigate and take appropriate legal action against anyone who it believes has violated this provision, including without limitation, reporting such violation to law enforcement authorities. Prohibited activity includes but is not limited to:
(a) criminal or tortious activity, pornography, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
(b) advertising to, or solicitation of, any user to buy or sell any products or services through the Site other than as authorized by Clear Admit. You may not use any information obtained from the Site to contact, advertise to, solicit, or sell to any user without their prior express written consent;
(c) any automated use of the Site , such as using scripts to send comments or messages; interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;
(d) using any information obtained from the Site in order to harass, abuse, or harm another person; or
(e) using the Site in a manner inconsistent with any and all applicable laws and regulations.
6. TERM AND TERMINATION. Subject to this section, these Terms will remain in full force and effect for as long as you access or use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time and for any reason at our sole discretion, including for any use of the Site in violation of these Terms. We may also terminate your rights to use the Site (including your Account) when the entity you represent is no longer a member of GMERA. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Clear Admit will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
7. DISCLAIMER OF WARRANTIES. THE SITE IS PROVIDED ON AN ”AS IS,” ”AS AVAILABLE,” AND "WITH ALL FAULTS" BASIS. NEITHER CLEAR ADMIT NOR ANY OF ITS LICENSORS, SUPPLIERS, AFFILIATES OR ANY OF THEIR SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE ”CLEAR ADMIT PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO (I) THE SITE, (II) THE CLEAR ADMIT CONTENT, (III) THE USER CONTENT, OR (IV) THE SECURITY OR PRIVACY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CLEAR ADMIT OR USING THE SITE. IN ADDITION, THE CLEAR ADMIT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUSES. THE CLEAR ADMIT PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE, THE SERVERS OR OTHER INFORMATION SYSTEMS THAT MAKE THE SITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, MALWARE OR VIRUSES. THE CLEAR ADMIT PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE CLEAR ADMIT PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE CLEAR ADMIT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE. THE CLEAR ADMIT PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT. ANY VIEWS EXPRESSED BY USERS OF THE SITE DO NOT NECESSARILY REFLECT THE VIEWS OF CLEAR ADMIT.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY; WAIVER. UNDER NO CIRCUMSTANCES WILL THE CLEAR ADMIT PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (I) THE SITE; (II) THE CLEAR ADMIT CONTENT; (III) THE USER CONTENT; (IV) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (V) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CLEAR ADMIT PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITE; (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERSHIP; (VII) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE SITE; OR (VIII) ANY DAMAGE TO ANY USER'S INFORMATION SYSTEM, COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, MALWARE, RANSOMWARE, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CLEAR ADMIT PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE CLEAR ADMIT PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE CLEAR ADMIT PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). CLEAR ADMIT WOULD NOT HAVE PROVIDED THE SITE TO YOU BUT FOR THE LIMITATIONS ON LIABILITY INCLUDED IN THESE TERMS.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF CLEAR ADMIT’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE CLEAR ADMIT PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICES, OR OTHER CONTENT OWNED OR CONTROLLED BY THE CLEAR ADMIT PARTIES.
YOU HEREBY RELEASE AND FOREVER DISCHARGE EACH OF THE CLEAR ADMIT PARTIES FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SITE (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER SITE USERS OR ANY THIRD PARTY WEBSITES OR SERVICES). BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
CLEAR ADMIT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INCLUDING USER CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE EACH OF THE CLEAR ADMIT PARTIES US, OUR AFFILIATES, AND EACH OF OUR MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
9. INDEMNIFICATION AND RELEASE.
(a) You agree to defend (at Clear Admit’s request), indemnify and hold each of the Clear Admit Parties harmless from and against any and all claims, liabilities, damages, losses, and expenses (including but not limited to legal fees and costs) arising out of or in any way related to any of the following (including as a result of your direct activities on the Site or those conducted on your behalf): (i) your User Content or your access to or use of the Site; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you.
(b) You will provide your full cooperation as required by Clear Admit in the defense of any claim. Clear Admit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Clear Admit.
10. PRIVACY POLICY. Information which you submit or is otherwise available to Clear Admit in connection with the Site is subject to the Clear Admit Privacy Policy.
11. ARBITRATION. Please read this Section 11 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your agreement with Clear Admit and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of the Site or any product or service provided by Clear Admit, that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Clear Admit, and to any subsidiaries, affiliates, agents, employees, predecessors-in-interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of goods or services provided under these Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Clear Admit must be sent to: 2101 Brandywine Street, Suite 202, Philadelphia, Pennsylvania 19130 and by email to insights@clearadmit.com. After the Notice is received, you and Clear Admit may attempt to resolve the claim or dispute informally. If you and Clear Admit do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000.00, not inclusive of attorneys’ fees and interest, shall be subject to the most current version of JAMS’s Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, otherwise the arbitration will be conducted in person in Philadelphia, Pennsylvania, or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Clear Admit. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Clear Admit.
(e) Waiver of Jury Trial. YOU AND CLEAR ADMIT HEREBY WAIVE ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Clear Admit are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.2(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(f) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER OR CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR CUSTOMER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought in the State or Federal Courts located in the Commonwealth of Pennsylvania. All other disputes, claims, or requests for relief shall be arbitrated.
(g) 30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: insights@clearadmit.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(h) Severability. Except as provided in Section 11.2(f) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Clear Admit.
(j) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Clear Admit makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Clear Admit at the following address: 2101 Brandywine Street, Suite 202, Philadelphia, Pennsylvania 19130 or by email to insights@clearadmit.com.
12. COPYRIGHT POLICY. Clear Admit respects the intellectual property of others and asks that users of the Site do the same. In connection with the Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of the Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
1. Your physical or electronic signature;
2. Identification of the copyrighted work(s) that you claim to have been infringed;
3. Identification of the material on our services that you claim is infringing and that you request us to remove;
4. Sufficient information to permit us to locate such material;
5. Your address, telephone number, and email address;
6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Clear Admit is:
Designated Agent: Eliot Ingram
Address of Agent: 2101 Brandywine Street, Suite 202, Philadelphia, PA 19130, USA
Telephone: 215.568.2590
Email: eliot@clearadmit.com
13. TIME LIMITATION ON CLAIMS. You agree that any claim you may have arising out of or related to your relationship with Clear Admit must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
14. GOVERNING LAW AND VENUE. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. If for some reason the Arbitration Agreement is not applicable, you agree to resolve any dispute you have with Clear Admit exclusively in a state or federal court located in Philadelphia, Pennsylvania, and to submit to the personal jurisdiction of the courts located in Philadelphia, Pennsylvania for the purpose of litigating all such disputes. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Clear Admit’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Clear Admit reserves the right to change provisions of Section 11 or this Section 14, but any such changes will not apply to disputes arising before the effective date of the amendment.
15. TERRITORIAL RESTRICTIONS. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Clear Admit to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Clear Admit provides.
16. GENERAL PROVISIONS.
(a) These Terms constitute the entire agreement between you and Clear Admit and govern your use of the Site, superseding any prior or contemporaneous agreements between you and Clear Admit.
(b) You will not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Clear Admit. Any purported assignment or delegation by you without the appropriate prior written consent of Clear Admit will be null and void. Clear Admit may assign these Terms or any rights hereunder without your consent.
(c) If any provision of these Terms is found to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of these Terms will remain in full force and effect.
(d) Neither the course of conduct between the parties nor trade practice will act to modify these Terms. These Terms do not confer any third-party beneficiary rights.
(e) The language in these Terms shall be construed as to its fair meaning and not strictly for or against any party. Any concept, law or rule that any ambiguities in a contract will be construed against the drafter shall not apply to these Terms.
(f) The provisions of these Terms will survive any termination of any or all of your access to or use of the Site.
(g) The parties acknowledge that they have entered into these Terms in reliance upon the limitations of liability and the disclaimer of warranties and damages as set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in these Terms will survive and apply even if found to have failed of their essential purpose.
(h) The communications between you and Clear Admit use electronic means, whether you use the Site or send us emails or other electronic communications, or whether Clear Admit posts notices on the Site or communicates with you by email. For contractual purposes, you (a) consent to receive communications from Clear Admit in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Clear Admit provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
17. COPYRIGHT AND TRADEMARK INFORMATION. Copyright © 2022 Clear Admit LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
18. CONTACT INFORMATION.
Clear Admit LLC
2101 Brandywine Street, Suite 202, Philadelphia, Pennsylvania 19130, USA
Email: insights@clearadmit.com