StudentRoads, Inc. (“StudentRoads”, “us”, or “we”) provides services related to sharing information about specific higher education institutions, including, but not limited to, universities, independent colleges, community colleges, and vocational schools (“University” or “Universities”), and student applicants (the “Services”) in connection with the StudentRoads website, located at http://www.studentroads.com (the “Site”).

This Terms of Use Agreement (“Agreement”), including the StudentRoads Privacy Policy which is hereby incorporated into this Agreement by reference, sets forth the legally binding terms for your use of the Services. The current version of this Agreement was first posted on April 16, 2012 and becomes effective as of April 16, 2012. By accessing and using the Services, you agree to comply with and be bound by this Agreement, whether you are visiting the Site (”Visitor”) or you are a registered user of the Site (“Member”). The term “User” refers to both Visitors and Members.

If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by the additional terms and conditions, they are hereby incorporated into this Agreement by reference.

Please read this Agreement carefully before using the Services or parts thereof. This Agreement is a legally binding agreement between you (the individual using the Services as a Visitor or as a Member, and the University (if any) for which they are used) and StudentRoads. If you do not accept all of these terms and conditions, please do not use this Site. Be sure to return to this page periodically to review the most current version of the Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Agreement without prior notice, and your continued access or use of this Site signifies your acceptance of the updated or modified Agreement.

1.   Use of the Site

1.1  Eligibility.  As a condition of your use of this Site and the Services, you represent and warrant that (i) all information supplied by you on this Site is true, accurate, current and complete, (ii) you will maintain the accuracy of such information, (iii) you are eighteen (18) years of age or older, or that you are thirteen (13) years of age or older and that you have received your parent’s or guardian’s consent to enter into this Agreement, and (iv) your use of the Services does not violate any applicable law or regulation, or any other obligation (including contractual obligation) you might have towards third parties. StudentRoads does not knowingly collect the information of anyone under the age of 13. If you are under the age of 13 please refrain from providing any information to us. We retain the right at our sole discretion to deny access to anyone to this Site and the Services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.

1.2  Prohibited Activities.       The content and information on this Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:(i) use this Site or its contents for any commercial purpose;(ii) access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;(iii) violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site; (iv) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (v) deep-link to any portion of this Site for any purpose without our express written permission;(vi) "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorization; or (vii) attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by StudentRoads in connection with the Site or the Services.      

1.3  Reviews, Comments and Use of Other Interactive Areas.      We appreciate your participation on the Site. Please be aware that by submitting content to this Site by electronic mail, postings on this Site or otherwise, including any university reviews, questions, comments, suggestions, ideas or the like contained in any submissions (collectively, “Submissions”), you grant StudentRoads and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (i) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (ii) use the name that you submit in connection with such Submission. You acknowledge that StudentRoads may choose to provide attribution of your comments or reviews at our discretion. You further grant StudentRoads the right to pursue at law any person or entity that violates your or StudentRoads’ rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

The Site may contain discussion forums, bulletin boards, message forms, review services or other forums in which you or third parties may post reviews of student experiences or other content, messages, materials or other items on the Site ("Interactive Areas"). If StudentRoads provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk.

1.4 Prohibited Submissions. You agree that you will not post any Prohibited Submissions or use any Prohibited Content in connection with the Services. “Prohibited Submissions” are Submissions that: (i) are offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or are pornographic or sexually explicit in nature; (ii) bully, harass or advocate stalking, bullying, or harassment of another person; (iii) involve the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, or “spamming,”; (iv) are false or misleading or promote, endorse or further illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promote, copy, perform or distribute an illegal or unauthorized copy of another person's work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vi) are involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicit personal information from anyone under eighteen (18); (vii) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses and other harmful code; (viii) solicit passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) except as expressly approved by us, involve commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or ; (xi) post or distribute information which would violate any confidentiality, non-disclosure or other contractual restrictions or rights of any third party, including any current or former Universities or potential Universities, or (xii) otherwise violate the terms of this Agreement or create liability for us.

1.5 Representations Regarding Your Submissions. You represent and warrant that: (i) you own the Submissions posted by you on the Service or otherwise have the right to grant the license set forth in this Agreement, (ii) your Submissions do not violate the privacy rights, publicity rights, copyright rights, or other rights of any person, (iii) by providing or posting your Submissions, you do not violate any confidentiality, non-disclosure, or contractual obligations you might have towards a third party, including a University that you currently or previously attended, (iv) any information you post in the form of a University review, article or any other Submissions is correct, and (v) any information you provide about your current, past or potential status as a student at a certain University is correct and complete. Please make sure that you only provide information to the Services that you are allowed to provide without violating any obligations you might have towards a third party, including any confidentiality, non-disclosure or contractual obligations. Please do not provide any information that you are not allowed to share with others, including by contract or law; please note that any information you provide will be accessible by every User of the Services.

1.6 Enforcement by StudentRoads. Any use of the Services in violation of this Agreement may result in, among other consequences, termination or suspension of your rights to use the Services. We may disclose information about your use of the Services in accordance with our privacy policy. We have the right (but not the obligation) to review any Submissions and delete (or modify) any Submissions that in our sole discretion violates this Agreement or which are Prohibited Submissions, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User. We reserve the right (but have no obligation) to investigate and take appropriate legal action in our sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing Content from the Services (or modifying it), terminating your membership and Account, reporting you to law enforcement authorities, and taking legal action against you. You are solely responsible for creating backup copies of and replacing any Content you post on the Services at your sole cost and expense.

StudentRoads takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is StudentRoads liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of the Services, StudentRoads is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although StudentRoads has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, StudentRoads reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (i) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (ii) you have no objection to the publication, use, modification, deletion and exploitation of the Content by StudentRoads or its licensees, successors and assigns; (ii) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (iv) you forever release StudentRoads, and its licensees, successors and assigns, from any claims that you could otherwise assert against StudentRoads by virtue of any such moral rights.

Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, StudentRoads may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP address and traffic information, usage history, and posted Content. StudentRoads’ right to disclose any such information shall take precedence over any terms of StudentRoads’ Privacy Policy.

 1.7 User Safety. Although most higher education is completed without incident, there are risks that harm may occur to a student (including a User), including without limitation: physical harm inflicted by third persons or incurred in a variety of accidents, mental trauma, or bullying or discrimination by fellow students or academic staff. BY LISTING INFORMATION RELEVANT TO STUDYING IN PARTICULAR REGIONS, COUNTRIES OR UNIVERSITIES, STUDENTROADS DOES NOT REPRESENT OR WARRANT THAT STUDYING IN SUCH DESTINATIONS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM STUDYING IN SUCH DESTINATIONS.

2.   Your StudentRoads Account

In order to become a Member, you must create a StudentRoads account on the Site (“Account”).

2.1  General.  Once you have created an Account, you will be invited to create a profile (“Profile”) that contains information provided by you relating to your educational history and other demographic and contextual information (“Full Profile”). You may elect to keep certain information that you provide private, such that it is not displayed to other Users of the Site. The information that is not private forms your public profile (“Public Profile”). Certain information fields will never be part of your Public Profile, including your email address and password (“Registration Information”). 

2.2  Eligibility.  By creating an Account, you represent and warrant that: (i) all registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) you are eighteen (18) years of age or older upon registration, or that you are 13 years of age or more and that you have received your parent’s or guardian’s consent to enter into this Agreement. Any Account you have created by registering on the Site may be deleted without warning if we believe that any representation and warranty you make hereunder is breached or inaccurate.

2.3  Password.  When you sign up to become a Member, you will also be asked to choose a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account or password of another Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.

3. Ownership; Use of Services

3.1  Your Grant. We do not claim ownership in any Content that you upload, provide, make available, or otherwise transfer (“post”) on the Services, but to be able to legally provide our Users with the Services, we have to have certain rights to use such Content in connection with the Services, as set forth below. In return, we also grant you certain use rights as set forth in Section 3.2 to the Content that we (or our licensors) own and use to provide the Services to you and other Users. By posting any Content on the Services, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Content in any and all media (now known or later developed) throughout the world. No compensation will be paid with respect to the Content that you post through the Services. You should only post Content to the Services that you are comfortable sharing with others under the terms and conditions set forth herein.

3.2  Third Party Content. The Services contain Content provided by us and our licensors (“StudentRoads Content”). We and our licensors (including other Users) own and retain all proprietary rights in the StudentRoads Content and we own and retain all property rights in the Services. Provided you are a User, and subject to the terms and conditions of this Agreement, we hereby grant you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to download, view, copy and print StudentRoads Content from the Services solely for your personal use in connection with using the Services.

4. Third Parties and Other Users

4.1  Services – Ownership and Restrictions.  You acknowledge that all the intellectual property rights in the Services (excluding any Content provided by Users) are owned by StudentRoads, or StudentRoads's licensors. You agree not to (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services or the StudentRoads Content and (ii) rent, lease, loan, or sell access to the Services. “Content” means any work of authorship or information, including user profiles, University reviews, comments, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail, or other materials.

4.2  StudentRoads Content.  Content from other Users, advertisers, and other third parties is made available to you through the Services. Because we do not control such Content, (i) you agree that we are not responsible for any such Content, including advertising and information about third party products or service, user profiles, University reviews, and other information provided by other Members and (ii) we make no guarantees about the accuracy, currency, suitability, or quality of the information in such Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and third parties.

4.3  Responsibility. Your interactions with other Users on the Services or with advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User or advertiser. You agree that we are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of information about you that you have provided to publicly available sections of the Services. If there is a dispute between you and any third party (including any User), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users.

4.4  StudentRoads Member Interaction. You will not use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of communications which a Member may send to other Members and the sharing of any Content in any period to a number and amount which we deem appropriate in our sole discretion.

5. Acceptable Use and Conduct

5.1  Lawful Use. You will use the Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the personal use of Users only. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from your Content without notice and may result in suspension or termination of your Account.

5.2  No Disruption. You will not: (i) cover or obscure any banner advertisements on the Services, or any StudentRoads page via HTML/CSS, scripting, or any other means, (ii) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services; (iii) introduce software or automated agents to the Services, or access the Service so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Services; or (iv) interfere with, disrupt, or modify any data or functionality of the Services.

5.3  Miscellaneous. You will not attempt to impersonate another User or person, including any of our employees. You will use the Services in a manner consistent with any and all applicable laws and regulations.

6 . Third-Party Websites

The Services may contain links to third-party websites (“Third-Party Websites”) (i) placed by us as a service to those interested in this information; or (ii) posted by other Members. You use all such links to Third-Party Websites at your own risk. We do not monitor or have any control over, and make no claim or representation regarding Third-Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. When you leave the Site, our terms and policies no longer govern.

7. Term and Termination. 

This Agreement shall remain in full force and effect (i) while you are using the Services, if you are a Visitor, and (ii) for the duration of your membership, if you are a Member. You may delete your Account and end your membership at any time, for any or no reason by sending your request to http://www.studentroads.com/contact; please note that even if you delete your Account but continue to use the Services as a Visitor, your use of the Services is still subject to this Agreement. Unless StudentRoads has terminated your Account, you can start a new membership by registering on the Site. We may terminate your membership for any or no reason at any time by ceasing to provide the Services to you. You understand that termination of this Agreement and the Account you have created with us may involve deletion of your Account information from our live databases. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

8. Copyright Policy

It is our policy to terminate membership privileges of any Member who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) an identification of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:

StudentRoads, Inc.
Attn: Copyright Agent
182 Howard St, #710
San Francisco, CA 94105
e-mail: http://www.studentroads.com/contact

9. Disclaimers

We are not responsible for any incorrect or inaccurate Content (including any information in profiles) posted on the Services, whether caused by Users or by any of the equipment or programming associated with or utilized in the Services. We are not responsible for the conduct, whether online or offline, of any User of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other Users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the Site or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Services or from any Content posted on the Site or transmitted to Users, or any interactions between Users of the Services, whether online or offline.

The Services are provided “As-Is” and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (i) the Services will meet your requirements; (ii) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (iii) the results that may be obtained from the use of the Services will be accurate or reliable.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

10. Limitation on Liability

In no event shall StudentRoads (including its subsidiaries, directors, officers, employees, representatives and agents) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the Services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to your use of the Services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of fifty U.S. Dollars ($50) and the amounts you paid to us in the twelve (12) months prior to the accrual of the claim.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

11. Miscellaneous

11.1 Amendments. This Agreement may be modified by us from time to time. If we make material changes to the Agreement, we will notify you by sending an e-mail to your e-mail address, as specified in your Account. You agree that such amended Agreement will be effective thirty (30) days after being sent to you, and your continued use of the Services after that time shall constitute your acceptance of the amended Agreement.

11.2 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

11.3 Release. To the maximum extent permitted by applicable law, you hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) any interactions with other Users, or (ii) your participation in any of our offline events. If you are a California resident, you waive your rights, whether known or unknown, under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

11.4 Survival. The provisions under Sections 2, 4, 3, 6, 7, 8, and 9 will survive expiration or termination of this Agreement for any reason.

11.5 Indemnity. You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Services and arising from your breach of any provision of this Agreement.

11.6 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts located within San Francisco County and the federal courts in the Northern District of California. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Use of this site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

11.7 Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect; as used in the Agreement, the word “including” means “including but not limited to”. Please contact us with any questions regarding this Agreement by e-mailing us at: http://www.studentroads.com/contact

11.8 Disclosures. Under California Civil Code Section 1789.3, Users who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916.445.1254.

11.9 Copyright/Trademark Information.  Copyright © 2012, StudentRoads. All rights reserved. StudentRoads® is a registered trademark of StudentRoads, Inc. The trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other 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 Mark.