LICENSE AGREEMENT FOR THE COMMON APPLICATION®
TAKING ANY STEP TO ACCESS OR USE ANY COMMON APPLICATION® SERVICE CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN OR ELECTRONIC APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN OR ELECTRONIC APPROVAL BY OR ON BEHALF OF YOU WILL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU USED ANY COMMON APPLICATION® SERVICE YOU ARE ASSENTING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL TERMS OF THIS AGREEMENT, YOU MUST CEASE ALL USE OF OUR SERVICE.
1.1 "Common Application Works" or "Works" means Our college/university admission application, teacher evaluation, school and mid-year report, instruction information and other related works of Common Application in whatever media, hard copy, electronic, CD-ROM or otherwise, including any updates or supplements provided thereto by Us for which You are granted a license pursuant to this Agreement.
2. COPYRIGHT LICENSE AND OTHER CONTRACTUAL TERMS
2.1 Limited License For Member Colleges and Universities. If You are a college or university that is also a member of the Common Application, Common Application hereby grants You a limited, non-exclusive, non-transferable license (without the right to sublicense) to reproduce and distribute the Common Application Works solely for Your own internal educational admissions operations. Under no circumstances are You granted permission to sublicense the Works for any purpose to any third party, affiliate or vendor (other than Common Application's authorized vendors) unless specifically authorized in writing by Common Application.
2.2 Limited License For Students Applying For Admission. If You are a student applicant wanting to use the Works to apply for admission to a member college or university of your choice, Common Application hereby grants You a limited, non-exclusive, non-transferable license (without the right to sublicense) to use and answer the questions posed to You by the Works solely for this purpose and to use any or all of Our Site related services.
2.3 Other Restrictive Contractual Terms. Except as otherwise explicitly stated above, there is no right to alter, add to, modify or make derivative works of the Works or to electronically complete and/or submit the Works on any web site other than the Site (unless We have permitted otherwise) and You acknowledge and agree that You have no such rights. For member colleges and universities, You are also permitted the right to use the Works in conjunction with other works (such as using Your own application questions to supplement the use of the Common Application® Works in Your admissions package) but this allowance does not grant You any additional rights that are not specifically granted herein. Notwithstanding anything to the contrary, this Agreement does not grant You a license, express or implied, to any of Our trademarks or service marks. Also, if you are one of Our partners or contractors that We use in connection with delivering the services to student applicants and/or members, the terms and conditions of this Agreement shall not supplement, amend or supersede the terms and conditions that we already have in place with you.
2.4 Ownership. Common Application will retain all right, title and interest in and to the copyright and any other intellectual property rights in the Common Application® Works, subject only to the limited licenses set forth in this Agreement. To the extent written permission is granted by Us allowing You to make an authorized alteration, addition, modification or derivative work in any Common Application Work, Common Application is hereby assigned all right, title and interest in said alteration, addition, modification, or derivative, including all of the associated intellectual property rights. You do not acquire any other rights, express or implied, in the Works other than those rights expressly granted under this Agreement.
3. DISCLAIMER OF WARRANTIES
WE MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE WORKS. THE WORKS ARE PROVIDED "AS IS" WITH NO WARRANTY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WORKS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, STATUTE OR USAGE OF TRADE. We do not warrant that the Works or service ask all the questions required of any participating college or university, that the Works, once completed by a student applicant, will be properly or timely submitted to any designated college or university, that the Works are error-free or that You (if a student applicant) will be accepted by any member college or university.
This Agreement is effective until terminated. We may terminate this Agreement at any time upon Your breach of any of the provisions hereof. Upon termination of this Agreement, You will cease all use of the Works and Our service, and upon Our request, return to Us or destroy any Works in Your possession. Except for the license granted herein and as expressly provided herein, the terms of this Agreement will survive termination.
5. GENERAL TERMS
5.1 Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the Commonwealth of Virginia without giving effect to any choice of law rule except that in the case of a public institution member the governing law shall be that member's state law if such law so mandates. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods or the Uniform Computer Information Transactions Act (UCITA), the application of which is expressly excluded. In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement, such controversy, claim or dispute may be tried solely in a state or federal court for Arlington County, Virginia, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts except in the case of a public institution member whose state law prohibits it from providing such consent.
5.2 Limitation of Liability and Indemnification. In no event will either party be liable for any indirect, incidental, special, consequential or punitive damages incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages or if such damages are foreseeable. In no event will We be held responsible for the errors or omissions of any licensee of the Works or service nor shall We be liable for any claims or causes of action arising from any works or products that incorporate the Works or which are used in connection with Our service. In no event will liability for damages under this Agreement exceed the amounts paid by You for the Works or for the use of Our service. If Our service or the Works are incorporated into or used in conjunction with other works or products or services, You agree to indemnify and hold Us harmless from any claims or causes of action (be it claims for infringement or otherwise) that arise from Your products, service or works that incorporate or are used in conjunction with Our service or the Works.
For purposes of this Section 5.2, Common Application agrees that the sole and exclusive means for the presentation of any claim against a public institution member arising from this Agreement shall be in accordance with that member's state statutory law if such law so mandates.
5.3 Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
5.4 No Assignment. You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without Our prior written consent. Any purported assignment, transfer or delegation by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
5.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and this Agreement supersedes all prior or contemporaneous agreements, representations, or understandings, written or oral, explicit or implied, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement will supersede the terms of any of Your purchase orders or other ordering documents.