Student Access & Outreach Purchase Agreement for Vireo Labs LLC
Vireo Labs LLC
500 Carteret Street
Beaufort SC 29902
General Terms and Conditions
1. Term and Termination. This Agreement is entered into as of the date the representative of the Institution opts in and registers on http://recruitment.creer.us/. Upon termination, Vireo Labs shall not have any liability or obligation to Institution with respect to this Agreement other than as set forth in Section 5.
2. Delivery. Student Information (the “Data”) accessed via the e-mail address of the main contact set forth in the client’s account, until Vireo Labs has received written notice of any different e-mail address, shall be deemed to have been delivered to Institution whether actually received or not. Please reach out to Vireo Labs at any time if you are not receiving your connections or have any other difficulties with the Data.
3. Restrictions on Use. Institution agrees not to copy, release, use, lend, sell, rent, transmit, distribute make available or otherwise use the Data for any other institution (including campus locations separate from the one listed on the Agreement), organization, or individual without Vireo Lab’s prior written consent. Institution also agrees not to send, transmit, or in any way provide Data to any other mailing list (search list) provider or organization for any reason. Student names and information provided by Vireo Labs are to be used solely for the internal purposes of Institution including admissions services, financial aid, career information, extra-curricular enrichment and recognition programs. If Data is delivered to a mailing/processing service or other service provider, the Institution assumes full responsibility for insuring that the Data is handled in a manner that is consistent with the terms of this Agreement, and that protects the confidentiality, integrity and security of the Data. If the data is delivered to an email marketing or marketing automation platform The Institution must provide an “opt-out” mechanism. The Institution further agrees not to share or distribute any other Vireo Labs content or services to any third parties. Institution may not use the Data to text message or place calls using an automatic telephone dialing system or an artificial or prerecorded voice unless the Institution first obtains the student’s express written consent to such communications, as required by federal law or with the express written consent of Vireo Labs; in such an event, Institution must provide an “opt-out” mechanism as required by applicable law.
4. Disclaimers. VIREO LABS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES, THE DATA OR THE EXECUTIVE DATA REVIEW INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE INSTITUTION’S USE OF THE DATA OR ANY OTHER DELIVERABLE. THE DATA IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER. Vireo Labs only collects information from individuals via its mobile application. Institution agrees that Vireo Labs cannot and does not guarantee the accuracy, reliability or content of the Data. All Services and Deliverables speak as of the issuance date and Vireo Labs has no obligation to advise Institution of any change in the information or views contained in the Services or Deliverables. In addition, Vireo Labs specifically disclaims any warranty that the operation of Vireo Labs’ mobile application will be uninterrupted or error-free, and Vireo Labs will not be liable for the consequences of any interruptions or errors.
5. Returns. If Institution provides Vireo Labs written notice within 30 days of delivery of Data for a particular student that such Data (i) is a duplicate of data previously provided to Institution from Vireo Labs, (ii) is fictitious, or (iii) does not meet the selected criteria or conform with any additional term specified on the Agreement, Vireo Labs will provide Institution with a replacement connection at no additional cost. In the event Vireo Labs cannot provide a replacement connection within 14 days of its receipt of any such written notice from the Institution, Vireo Labs will credit the Institution the amount paid or payable for that connection. Except as set forth above, all fees and charges are non-refundable, including after termination.
6. Limitation of Liability. VIREO LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THE AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS OR BUSINESS INTERRUPTION, EVEN IF VIREO LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, VIREO LABS AGGREGATE LIABILITY RELATED TO THE AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO VIREO LABS. This Section 6 shall only apply to the maximum extent permissible by applicable law.
7. Indemnification. To the maximum extent permissible by applicable law, Institution shall defend, indemnify, save and hold Vireo Labs harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, asserted against Vireo Labs, that may arise or result from any use taken, or any service performed or agreed to be performed by Institution, Institution’s agents or employees for any person in response to or in connection with Data delivered to Institution if such use violates the terms of this Agreement or any applicable law.
8. Right to Use. Institution grants to Vireo Labs a non-exclusive, royalty-free, non-sublicensable, non-transferable, right to use the Institution Materials (defined below) through the Term solely in connection with the activities detailed in the Agreement, and provided that Vireo Labs shall honor any trademark or copyright guidelines provided by Institution. For purposes of this Agreement, ‘Institution Materials’ means the Institution’s trade name, trademarks, service marks, copyrights, logos, social media account information, content and other property or branding materials provided by Institution to Vireo Labs to perform the Services. Institution represents and warrants that it has all the rights necessary to allow Vireo Labs to use the Institution Materials as described herein and as set forth on the Agreement and that the Institution Materials are truthful, accurate, not misleading and offered in good faith, not invasive of another’s privacy, abusive, threatening or obscene and do not infringe upon or otherwise violate valid and enforceable intellectual property rights of others. Institution will retain sole and exclusive ownership of all Institution Materials. In the event that Institution requests that Vireo Labs contact individuals using contact information provided by Institution, Institution represents and warrants that it has sufficient rights to authorize Vireo Labs to use the contact information as requested and that any such requested use by Vireo Labs will not infringe any rights of a third party.
9. Credit Card Authorization. In the event that Institution provides Vireo Labs with credit card information to pay any amounts owed, Institution represents that it is the card holder for the card provided to Vireo Labs and authorizes Vireo Labs to charge the credit card for the amount indicated per the terms outlined on http://recruitment.creer.us/. This authorization shall continue until the Agreement terminates or until Institution provides Vireo Labs with written notice of a new authorized payment method. Institution agrees that all credit card information provided is accurate and complete.
10. Identification. Institution grants Vireo Labs the right to use its name and logo on the list of schools partnering with Vireo Labs and found on its website and/or other collateral and as otherwise necessary to perform the Services, provided that Vireo Labs follows any trademark use guidelines provided by Institution.
11. Survival. Sections 3 (Restrictions on Use), 4 (Disclaimers), 6 (Limitation of Liability), 7 (Indemnification) and 10 (Identification) of these General Terms and Conditions shall survive the termination of the Agreement.
12. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
13. Entire Agreement. This Agreement constitutes the complete agreement of the parties and hereto relating to the subject matter hereof. No provision of any purchase order or any other form employed by Institution will supersede, contradict, or modify the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and have no legal effect.
14. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.