Acceptance of the Terms

 

The following terms of use, (these “Terms”) are entered into by and between you and Educational Systems, Inc. (“ESI,” “Company,” “we,” “us” or “our”).  These Terms govern your access to and use of our mobile application, Campus (the “App”) along with any other products or services offered by us, whether through the App or otherwise (collectively and together with the App, the “Services”). 

 

Please read these Terms carefully. By accessing, browsing or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity). If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services. 

 

Privacy Policy

 

Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy located at https://www.oncampus.co/privacy-policy (the “Privacy Policy”). Our Privacy Policy details how we collect and use your information.

 

Changes to the Terms of Use

 

We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

 

Access to Services; Account Registration

 

By accessing the Services, you warrant that:

 

(i) You are legally capable of entering into binding contracts;

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(ii) All registration information you submit is truthful and accurate;

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(iii) You will maintain the accuracy of such information; and

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(iv) Your use of the Services does not violate any applicable law or regulation.

 

To access our Services, you may be required to register with the App and create a user account (“Account”). If you create an Account, you are solely responsible for any activity that occurs through your Account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your Account at all times. You agree that all information that you submit upon creation of your Account is accurate and truthful and you have the right to post the content on the Service and grant a license to ESI. If any information is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.

 

You should not share your Account information. You should not use another person’s Account or registration information for the Services without permission. Similarly, no one else should be able to use your Account without permission. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. You should never publish, distribute, or post login information for your Account.

 

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can always delete your Account by emailing us at legal@oncampus.co.

 

Downloading the ESI Application

 

We make the App available through the Apple App Store or Android App Store (“App Store”). The following terms apply when you download the App from the App Store. These terms are in addition to all other terms contained in the Agreement.  You acknowledge and agree that (i) the Agreement is concluded between you and ESI only, and not the App Store; and (ii) ESI, not the App Store, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of any of the App to conform to any applicable warranty, you may notify the App Store, and the App Store will refund the purchase price, if any, for the App to you and, to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the App. As between ESI and the App Store, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ESI. You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between ESI and the App Store, ESI, not the App Store, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You acknowledge and agree that the App Store, and the App Store’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, the App Store will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.

 

Payment Processer; Third Party Service Provider

 

In the course of your use of the Services, third party payment service providers may receive and implement updated credit card information from your credit card issuer in order to prevent your payment or subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.

 

Our obligation to provide the Services only comes into being when we take receipt of your purchase of the Services. Prices include local taxes. You agree not to hold us responsible for banking charges incurred due to payments on your account. You agree that you are not permitted to resell any Services for commercial purposes.

 

Changing Fees and Charges

 

We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We may also at any time and from time to time, in our sole discretion, change or remove any of the pricing models in place.

 

Cancellations by ESI

 

We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or download of content from the Services.

 

Eligibility; User Restrictions

 

The Services are intended for use only by individuals over the age of 13.  Notwithstanding this, individuals under the age of 18, or the applicable age of majority, (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by these Terms. If you are a Minor and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services.

 

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@oncampus.co.

 

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

Use of the Services; Restrictions on Use

 

We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice.  Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.

 

You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services.  You may not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services:

 

• Use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use, without our express written consent;

 

• Express or imply that any statements you make are endorsed by ESI;

 

• Scrape the Services or use other automated or manual means to take our content without our express prior written consent;

 

• Modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read;

 

• Take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;

 

• Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

 

• Bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;

 

• Run any form of auto-responder or “spam” on the Services;

 

• Access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party; or

 

• Otherwise take any action in violation of these Terms.

 

Links to Third Party Websites

 

We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

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Buyer Purchase Terms

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Users may place orders for “Vendors’” products through our App (each, a “Purchase” and each user who makes a purchase, a “Buyer”). The Company will receive a portion of the revenue from each Purchase made through the App. The receipt of an order number or an email order confirmation does not constitute ESI’s or any Vendor’s acceptance of an order or a confirmation of an offer to sell. Vendors and ESI reserve the right to refuse service to any Buyer or cancel an order for any reason. Verification of information may be required prior to the acceptance of an order. Prices and availability of products are subject to change without notice. Buyers agree that by placing an order through the App, you are entering into a binding contract and agree to pay all charges that may be incurred by you or on your behalf through the App, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Purchases. Your total price will include the price of the product(s) plus any applicable sales tax; such state and local sales tax is based on the shipping address and the sales tax rate in effect at the time you Purchase the product(s). Such taxes will be imposed only in states where the goods sold over the internet are taxable. All sales are final and we and the Vendors do not accept returns or provide refunds. The exception is for defective Item or mis-shipment of an incorrect Item which can be returned for refund.  Any returns, exchanges or refunds for defective Item or mis-shipment shall be at Vendor’s discretion. Vendor is required to cover any costs of return or ask Buyer to cover the costs of return. ESI shall not be responsible for any such costs. ESI will facilitate customer service if requested. ESI is unable to accept any product; all orders must be returned to Vendor.

 

Vendors use reliable third-party carriers to deliver products to Buyers. Buyers are responsible for the cost of all shipping. ESI is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from a Vendor’s failure to deliver or delay in delivering products Purchased through the App. Title and risk of loss to the products will pass to Buyer upon delivery by Vendor to the shipping carrier.

 

All descriptions, images, references, features, content, specifications, and prices of products described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. From time to time, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, product prices, promotions, offers, and availability. ESI and Vendor each reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders, if any information on the Services is inaccurate at any time without prior notice, even after Buyer has received an order confirmation or shipping notification. The inclusion of any products on the Services does not imply or warrant that these products will be available. Vendors reserve the right to revise their product offerings and/or discontinue products at any time without notice. Vendors and ESI also reserve the right to limit quantities purchased, and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted or acknowledged). ESI does not make any representations or warranties related to the quality or fitness of the goods offered for Purchase by the Vendors. By ESI making the Vendor’s products available for sale on the App, the Company does not endorse the Vendor or the products made available in any way.

 

Where applicable, Buyers shall pay all purchase prices, taxes, shipping and handling, and other fees in connection with products purchased in the manner specified on or selected through the App. Payment is due immediately upon making a Purchase. By making a Purchase, Buyer is agreeing to pay ESI, through our payment processor, Stripe (“Payment Processor”), all charges at the prices then in effect for such Purchase in accordance with the applicable payment terms provided by Vendor. If Buyer has a card or other payment method on file with its account on the App, by placing an order Buyer may be authorizing us, through Payment Processor, to charge such account for the Purchase amount.

 

ESI reserves the right, in our sole and absolute discretion, to deny a Buyer access to the ESI App from viewing shows, purchasing and commenting. ESI and the Vendor at any time can block a Buyer which will delete all of Buyer’s comments and mute Buyer’s participation in a show. A Buyer will still be able to view the show.

 

Intellectual Property

 

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, using the Services does not (1) give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property.  Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

 

In particular, audio or video content from ESI not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

 

You may not access or use for any commercial purposes any part of the App or any services or materials available through the App. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.

 

To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at legal@oncampus.co.

 

Availability of the Services

 

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at legal@oncampus.co and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time.

 

Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can.

 

Third Party Materials and Content

 

You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”).  In consideration for ESI allowing you to use the Services, you agree that we, our affiliates, and third party partners may place advertising on the Services.

 

You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.

 

Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.

 

User Generated Content and User Submissions

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Anything you post, upload, share, store, or otherwise provide through the Services, including any videos submitted through the Services, is a “User Submission.” User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to view them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

 

For all User Submissions, you hereby grant ESI a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as an Android) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

 

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant ESI the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

 

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view or if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant ESI the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all ESI users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Company’s business, which may include licensing to third parties. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services and in accordance with these Terms.

 

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your ESI account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from ESI’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

 

Finally, you understand and agree that ESI, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

 

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

 

You understand and agree that your identity may be discovered by other users on the Services. You provide User Submissions at your own risk, and you understand that ESI’s privacy obligations are as set forth in the Privacy Policy. If you do not accept this risk, do not use the Services.

 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

 

Your interactions with organizations and/or individuals found on or through the Services, 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 such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ESI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

 

If there is a dispute between participants on the Services, or between users and any third party, you agree that ESI is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release ESI, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor 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.

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Live Show Consent and Licenses

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In the event you are selected a participant in ESI’s live show, you understand that ESI wishes to obtain the right to record and use your name, image, picture, photograph, biography, likeness, voice, performance, and/or other personal identification provided by you to ESI, whether as part of your contributed user content or otherwise (collectively, the “Material”), on videotape, film, or any other audio and/or visual medium for any use by the ESI, the App, and Vendor.

 

As such, you grant ESI and our subsidiaries, affiliates, agents, nominees, licensees, successors and assigns, and those acting with our authority (“Affiliates”), the unrestricted, absolute, perpetual, worldwide right to record, reproduce, copy, edit, add to, subtract from, modify, use, reuse, display, perform, exhibit, distribute, transmit, exploit, and/or broadcast the Material, without limitation, in any manner, in whole or in part, alone or in combination with any other images or videos, in any media now known or hereafter devised. Such use may also include using the Material in advertising and promotion in any manner or media.

 

You agree that ESI has no obligation to use any of the Material, or to exercise any right granted herein, and that you may not enjoin any exploitation of the Material as provided above. If ESI uses the Material, you acknowledge that your right to access and use the App and the Services as granted in this agreement shall be the sole compensation and consideration. You shall not be entitled to any additional compensation hereunder, including, but not limited to, in the event ESI commercializes the Material.

 

During the course of the live show, the Company may host or promote certain industry experts as content creators and entertainment (the “Experts”). The views expressed by the Experts are the views of the Experts alone and do not represent the views of the Company. Any information you receive from the Experts is their opinion, and the Company makes no representation or warranty regarding the veracity of such Experts’ statements and disclaims any endorsement of the Experts’ views.

 

You hereby unconditionally and forever release, indemnify, and hold harmless ESI and our Affiliates from any and all liability, claims, or actions that arise from use of the Material, or that you or your heirs, executors, administrators, or assigns may have or claim to have in connection with use of the Material as described herein, and you agrees not to sue or bring any proceeding against any of those parties for any claim or cause of action, whether presently known or unknown, including, but not limited to actions for defamation, invasion of your rights to privacy, publicity or personality or any similar matter, or based upon or relating to the exercise of any of the rights referred to herein.

 

Community Guidelines

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We want everyone to be a part of and feel welcome in our community.  To help everyone enjoy our community, we ask that when you post any content, you adhere to the following guidelines:

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• Be Respectful

  • Engaging in racism, sexism, religious discrimination or hate speech of any kind will be removed from the App. We adhere to a zero-tolerance policy towards hate speech of any kind. 

  • Harassment, bullying, personal attacks, name-calling, trolling and any other type of abuse will not be tolerated.

  • Do not make or post any defamatory, indecent, offensive, profane, misleading content or make any threatening comments or content.

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• No Solicitation

  • For the safety of yourself and others, we do not permit the sale of goods or services, including the promotion of paid events, sale of tickets, crowdfunding, or fundraising. This includes any post outwardly asking people for money.

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• Be Original

  • Use your own material! If you’re using someone else’s words or content in your post or profile, please credit your sources.

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• Be Yourself

  • Posing as another individual, or creating fake/scam accounts, will result in immediately being banned from the App. Predatory behavior or catfishing of any kind will not be tolerated.

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• Be Honest

  • Be truthful about the information you share on the App. Check your sources and do not knowingly spread misinformation.

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• Follow The Law

  • We do not tolerate illegal activity of any kind and will, in certain cases, report cases to relevant legal authorities.

 

We reserve the right to delete any User Content at our own discretion for violating these guidelines.  A user’s repeated failure to adhere to these guidelines may result in the user being banned from the App.

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We encourage our community members to report any content on ESI that they believe violates our Community Guidelines by contacting us at legal@oncampus.co.

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Copyright Infringement and DMCA

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Under rights provided by the Digital Millennium Copyright Act (the “DMCA”), third parties may request that ESI remove material from the App that has been posted by its Users and that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. To learn more about the DMCA, click here. 

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Communications Decency Act Notice

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ESI is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content. We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.

 

Warranty Disclaimers; Limitation of Liability

 

THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$500.00.

 

THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

 

Indemnification

 

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or your use of any information obtained through the Services.

Governing Law

 

No matter where you’re located, the laws of the state of California will govern these Terms and the relationship between you and the Company as if you signed these Terms in California, without regard to California state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in Los Angeles for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

 

Arbitration

 

At our sole discretion, we may require you to submit any disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association.  The arbitration shall be seated in New York, New York.

 

Disputes Between and Among Users

 

If there is a dispute between or among Users of the Services, you agree to initiate the dispute with ESI directly. ESI will take steps to mediate the User dispute in its sole, reasonable discretion. ESI will keep each party updated as to the status of disputes by messaging the parties through the accounts on the Service. Notwithstanding ESI’s good faith efforts, some disputes may not be resolved in a manner that satisfies all parties. ESI’s decision with respect to all disputes is final. In the event that you have a dispute with one or more other users, you release ESI, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

 

Severability

 

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

 

Entire Agreement

 

These Terms constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.

 

Force Majeure

 

We take our commitment to customers seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

 

Assignment

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You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

 

Waiver

 

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

 

Release

 

You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false, promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

 

Comments, Concerns and Complaints

 

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: legal@oncampus.co.