*Includes up to 200 electronic transcript requests for your current students and alumni.
*Additional transcripts can be purchased in increments of 200 for $1,000.
Parchment Award – Transcript Services (Small School)
BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU (I) ACCEPT THIS AGREEMENT AND ARE AN AUTHORIZED REPRESENTATIVE OF MEMBER AND THAT MEMBER SHALL BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND (III) YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF MEMBER AND BIND MEMBER TO ITS TERMS.
Parchment provides the Parchment Award – Transcript Services (Small School) solely on the terms and conditions set forth in this Agreement and on the condition that the Member accepts and complies with them. If you do not accept all of the terms and conditions of this Agreement, do not register for the Parchment Award – Transcript Services (Small School) or access any portion of the Parchment Award – Transcript Services (Small School). YOU CLICKING “I ACCEPT” AND SUBSEQUENT ACCESS AND USE OF THE Parchment Award – Transcript Services (Small School) CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR CONTINUED USE OF THE Parchment Award – Transcript Services (Small School) CONSTITUTES YOUR ACCEPTANCE OF ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS ADDED TO THIS AGREEMENT IN THE FUTURE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO LICENSE TO PARCHMENT INTELLECTUAL PROPERTY OR SOFTWARE IS GRANTED (WHETHER EXPRESSLY OR BY IMPLICATION) UNDER THIS AGREEMENT.
- “Authorized User” means any Member employee or contractor or such other individual as may be authorized by virtue of such individual’s relationship to, or permissions from, Member, to access the Parchment Award – Transcript Services (Small School) pursuant to Member’s rights under this Agreement.
- “Confidential Information” means any non-public material or information relating to a Party which it discloses or makes available to the other Party under this Agreement, including, by way of example, research, strategies, inventions, processes, formulas, technologies, designs, drawings, finances, or other non-public information or trade secrets that such disclosing Party treats as proprietary or confidential. Without limiting the foregoing, the Parchment Award – Transcript Services (Small School), Transactional Data, De-Identified Data, and any databases of Parchment (including any data models and data contained therein that is not Member-specific) are Confidential Information of Parchment.
- “Credential” means a licensed transcript, diploma, certificate, or other academic credential.
- “Credential Issuer” means the institution that issues, certifies, Awards, and/or maintains the Credential of a Credential Owner.
- “Credential Owner” means an individual who has registered for the Parchment Services and uses the Parchment Site for the management of his or her Credential. Credential Owners may be provided access to the Parchment Services by their Credential Issuer.
- “Credential Requestor” means an authorized third party individual or institution that uses the Parchment Services to request electronic delivery and fulfillment of a Credential.
- “De-Identified Data” means data for which the personally identifying information (e.g. name, email address, postal address) has been removed, and may include aggregated data, or statistics.
- “Member Data” means the data, information and content provided by Member and/or Authorized Users through the Parchment Services, including Credentials, but excluding De-Identified Data and Transactional Data.
- “Request” (whether or not such term is capitalized) means to digitally request the issuance and transmission of one Credential electronically to one Credential Recipient.
- “Transactional Data” means any non-personally identifiable data or information generated from Authorized Users’ or credential owners’ or other third party’s use of the Parchment Award – Transcript Services (Small School), which may include, without limitation, the number of credential owners applying or requesting their Credentials be sent to a particular credential recipient, information provided to Parchment during registration, such as login details and test scores, and order history.
- Parchment Award – Transcript Services (Small School); Usage Restrictions.
- Subject to this Agreement, Parchment grants to Member a non-exclusive, non-transferable, and non-sub-licensable limited right to permit Authorized Users to access the features and functions of the Parchment Award – Transcript Services (Small School) solely for its internal business purposes and in accordance with this Agreement. Parchment reserves the right at any time and from time to time to modify, discontinue, or suspend, temporarily or permanently, its offering of the Parchment Award – Transcript Services (Small School) (or any part thereof) without notice or liability to the Member or any third party.
- The Parchment Award – Transcript Services (Small School) shall be provided with the following features/functionality:
- Configuration of an institution-specific ordering process to allow requests from alumni, current students, and other requesters for paper or electronic transcripts, and other credentials as desired, using the activation toolset provided by Parchment.
- Establishment of business rules to determine the method, requirements, and process for offering credentials and accepting payment for different options offered in the ordering process.
- Ability for requesters to upload any attachments to be delivered digitally with credentials, as applicable.
- Digital collection of consent to authorize release of records under applicable regulation.
- Provide secure delivery, through the Parchment Receive network, to any third-party via certified PDF with Adobe® Blue Ribbon.
- Provide an interface for Issuer to view all credential requests, run reports, and place orders on behalf of requesters.
- Provide manual tools to accept fulfillment files, in various formats, in response to requests.
- Decorate provided files with Issuer-specific artwork, including border, signature, and seal.
- Member and its Authorized Users will not: (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Parchment Award – Transcript Services (Small School) are compiled or interpreted, and Member acknowledges that nothing in this Agreement will be construed to grant Member any right to obtain or use such code; (b) create any derivative product from any of the Parchment Award – Transcript Services (Small School); or (c) allow third parties other than Authorized Users to gain access to the Parchment Award – Transcript Services (Small School). This Agreement terminates automatically if the Member breaches any of these terms. In addition to termination for breach of the aforementioned terms, Parchment reserves the right to terminate the Member’s account and subscription at any time for any reason.
- Member will use the Parchment Award – Transcript Services (Small School) only as contemplated by this Agreement and will not, nor will Member authorize any Authorized User, or other third party to, use the Parchment Award – Transcript Services (Small School) to: (a) send any form of duplicative and unsolicited messages; (b) harvest, collect, gather or assemble information or data regarding other users without their consent; (c) transmit through or post on the Parchment Award – Transcript Services (Small School) any unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (d) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (e) interfere with or disrupt the integrity or performance of the Parchment Award – Transcript Services (Small School) or the data contained therein; or (f) attempt to gain unauthorized access to the Parchment Award – Transcript Services (Small School), computer systems or networks related to the Parchment Award – Transcript Services (Small School).
- Member may permit Authorized Users to access and use the features and functions of the Parchment Award – Transcript Services (Small School) in accordance with this Agreement. As between Member and Parchment, Member will be responsible for all acts and omissions of Authorized Users, and any act or omission by such Authorized Users which, if undertaken by Member, would constitute a breach of this Agreement, will be deemed a breach of this Agreement by Member. Member agrees to promptly notify Parchment in the event of a security breach.
- Member agrees to comply with all applicable federal, state, county, and municipal, statutes, laws, ordinances, and regulations, including without limitation the Family Education Rights and Privacy Act (FERPA), in its acts and omissions relating to this Agreement, the use of the Parchment Award – Transcript Services (Small School) and the receipt, use, and storage of Credentials received through the Parchment Award – Transcript Services (Small School). Member agrees and understands that Member’s use of such Parchment Award – Transcript Services (Small School) shall be in compliance with all applicable laws, including FERPA, and shall not hold Parchment liable for any breach of relevant local, state, federal, or international laws or regulations caused by Member’s use of the Parchment Award – Transcript Services (Small School). Except as may be expressly provided in writing by Parchment, the use of the Parchment Award – Transcript Services (Small School) for any other purpose other than as set forth in this Agreement is not permitted.
- The parties agree that any processing of Member Data that is subject to the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA), if any, and solely to the extent such Member Data is processed by Parchment under the proper jurisdiction and scope of the GDPR and CCPA respectively, will be subject to the Data Protection Addendum, available here (https://www.parchment.com/data-protection-addendum/), which, solely to the extent applicable, is hereby incorporated by reference.
- To the extent that Member uses the Parchment Award – Transcript Services (Small School) to request Credentials on behalf of the relevant Credential Owners, Member further represents and warrants to Parchment that it has all authority and right to request Credentials on behalf of a credential owner in compliance with all applicable laws, including privacy laws.
- Requirement to Provide Member Data to Parchment. Certain Member Data may be required for the proper operation of the Parchment Services. Member will make available in a timely manner at no charge to Parchment all Member Data required by Parchment for the performance of its obligations under this Agreement. Member will be responsible for and assumes the risk, responsibility and expense of: (a) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Member Data; and (b) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use the Parchment Services. Member acknowledges and agrees that it is the legal custodian of the Credentials, has all rights to transfer Credentials to Parchment for purposes of providing the Parchment Services, and that Parchment will process the Credential as provided to Parchment by Member. Accordingly, Parchment is not responsible for any inaccuracies in the Member Data or Credential provided to Parchment.
- Continuous Development. The Parties acknowledge and agree that Parchment may continually develop, deliver and provide to Member ongoing innovation to the Parchment Services in the form of new features, functionality, capabilities and services. Accordingly, Parchment reserves the right to modify the Parchment Services from time to time. Some modifications will be provided to Member at no additional charge. In the event that Parchment adds additional functionality to the Parchment Services, Parchment may condition the implementation of such modifications on Member’s payment of additional fees, and Member will not be entitled to such new functionality unless Member pays such fees, provided that Member may continue to use the version of the Parchment Services that Parchment makes generally available (without such features) without paying additional fees. If any modification materially and adversely affects the functionality of the Parchment Services, Member may provide written notice to Parchment within thirty (30) days of such change and, if Parchment is unable to provide substantially the same functionality to Member in the Parchment Services within thirty (30) days of Parchment receiving such notice, Member may terminate the applicable Order Form as its sole and exclusive remedy for such modification.
- Fees and Payment.
- Subscription Fees.
- Member shall pay a subscription fee of $1,000 (“Subscription Fee”), which covers up to two hundred (200) transcript requests per year by Member’s current and alumni Credential Owners. The annual subscription fee is non-refundable, and the Credential Requests provided pursuant to the subscription must be used up during each annual period during the Term.
- If the cumulative number of transcript requests exceeds two hundred (200) in any given year, then Member may purchase an additional volume of two hundred (200) transcript requests, by submitting such request in writing (email sufficient), following which Parchment will charge Member’s payment designation as set forth below.
- All Fees are non-refundable. Parchment, in its sole discretion, may increase the Fees following thirty (30) days notice to Member, which will be effective following such thirty (30) day notice period.
- Third-Party Ordering. Third party Credential Requestors may Request Credentials under this Agreement and will pay a per Request fee at Parchment’s then-current prevailing list rates.
- Payment Terms; Credit Card Authorization. During registration for the Parchment Award – Transcript Services (Small School), the Member will be required to provide credit card information as its designated payment method to Parchment. All fees will be deducted automatically from the credit card provided to Parchment by the Member. Member hereby authorizes Parchment to automatically charge the credit card account for the Fees in advance as set forth in this Agreement and as selected by Member in Member’s registration for the Parchment Award – Transcript Services (Small School) without any further authorization from Member. Member acknowledges that the foregoing authorization will remain in effect until Member cancels such authorization by providing written notice to Parchment. If Member’s credit card information on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Member will immediately update Member’s credit card account or supply a new payment account. If Member is unable to update its credit card information, then Parchment will invoice Member for the amount outstanding, which will be due and payable within thirty (30) days of receipt. Parchment may suspend Member’s access to the Parchment Award – Transcript Services (Small School) sixty (60) days from any event of non-payment.
- Disputed Charges. Member must notify Parchment in writing of any dispute or disagreement with charges within thirty (30) days after the date of charge. Absent such notice, Member will be deemed to have agreed to the charges after the expiration of such time period.
- Taxes. Member understands that all amounts payable under this Agreement exclude all applicable sales, use, excise, gross receipts, other taxes fees, duties and charges and all applicable export and import fees, customs duties and similar charges (other than taxes based on Parchment’s income) (collectively “Taxes”). Member agrees to be responsible for and to remit payment of all such Taxes arising from the payment of any fees hereunder. In the event that any state assesses liability for such Taxes to Parchment, Member agrees that, upon Parchment’s request, it will provide Parchment with documentary proof that such Taxes have been paid or it will provide a tax exemption certificate. Any such Taxes imposed on any payments hereunder to Parchment will be Member’s sole responsibility and if Member fails to make such tax payments, Member agrees to pay all Taxes assessed to Parchment, along with applicable interest and penalties, within ten (10) days of demand therefor to Parchment.
- Intellectual Property and Data.
- Member Data. The parties acknowledge that the Member alone shall determine the purposes for which and the manner in which Credentials and data are to be processed in performance of this Agreement. Member Data. As between Parchment and Member, Member owns all right, title, and interest in and to the underlying Member Data. Subject to this Agreement, Parchment agrees to hold confidential (in accordance with applicable state laws, federal laws and specifically as provided for under FERPA) all Member Data it receives, and will not read or use the contents of any such Credentials in the Parchment Services, except as necessary to process the transaction through the Parchment Services or store the data as part of Services or in the ordinary course of its business. The parties agree and understand that Parchment does not verify any Member Data or the contents of any Credentials as complete or accurate, nor does it provide verification of status or any other item. The parties further agree and understand that Parchment shall not modify the Member Data or Credentials provided to it for purposes of processing transactions through the Parchment Services, unless otherwise specified and agreed upon by Member and Parchment. Notwithstanding the above, once Credentials are lawfully transmitted to a third party, the third party’s, and those acting on behalf of the third party’s, use of those Credentials is not governed by this Agreement.
- De-Identified Data. Parchment may create De-Identified Data from Member Data. Parchment may create De-Identified Data from any data it collects or receives in connection with the Parchment Services. Parchment may use and disclose such De-Identified Data for any lawful purpose, provided that it is used in such a manner that does not permit the identification of any Credential Owner.
- Transactional Data. Parchment may utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze Transactional Data. To the extent that any Transactional Data is generated through the Parchment Award – Transcript Services (Small School) and collected by Parchment, such Transactional Data will be solely owned by Parchment and may be used by Parchment for any lawful purpose, provided that the Transactional Data is used only in de-identified form and in a manner that does not permit the identification of any Credential Owner.
- Intellectual Property Rights in Parchment Services. Member acknowledges that Parchment and its licensors own all Intellectual Property Rights in and to the Parchment Award – Transcript Services (Small School) (including all components thereof) and all work product, developments, inventions, technology or materials provided under this Agreement. Parchment reserves all rights not expressly granted to Member in this Agreement. Member will not engage in any act or omission that would impair Parchment’s and/or its licensors’ Intellectual Property Rights in the Services, and any other materials, information, processes or subject matter proprietary to Parchment. Member further acknowledges that Parchment retains the right to use the foregoing for any purpose in Parchment’s sole discretion.
- Feedback. From time to time, Member and its Authorized Users may provide suggestions, enhancement requests, recommendations or other feedback relating to the operation or functionality of the Parchment Award – Transcript Services (Small School) (“Feedback”). Member will have no obligation to provide Feedback. Member hereby grants Parchment, and Parchment will have, a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
- Analytics. As part of certain Parchment Award – Transcript Services (Small School), Parchment may provide Member with access to certain analytics and benchmarking data, which may include Transactional Data or De-Identified Data, and derivative works thereof, and other standard and/or customized reports prepared by Parchment for Member (all such reports, analytics, data, content and information, to be referred to as the “Analytics”). As between Member and Parchment, Parchment retains all right, title and interest in and to the Analytics, including all Intellectual Property Rights therein, except for any underlying member data provided to Parchment contained therein. To the extent Parchment provides Member with access to any Analytics, Parchment grants Member a limited, non-exclusive, non-transferable license, subject to this Agreement, to use and reproduce the Analytics solely for Member’s internal business use and for no other purpose. Member acknowledges that the Analytics are the Confidential Information of Parchment (and thus subject to the obligations in Section 5) and contain valuable trade secrets and other intellectual property of Parchment and its licensors. Member agrees that it will not, and will not permit any third party to: (a) reproduce (except as expressly permitted herein), modify, translate, or create any derivative work of all or any portion of the Analytics; (b) sell, rent, lease, distribute, sublicense, disclose, assign, transfer, or otherwise make available to any third party all or any portion of the Analytics; (c) make the Analytics available for access by anyone over a network or use the Analytics on a service bureau or time sharing basis; or (d) use the Analytics in any way to create products or services similar to or competitive with the Parchment Services.
- Trademarks. Any trademarks of Parchment shall remain the proprietary property of Parchment and Member shall not have any right to use any trademark of Parchment without the prior written consent of Parchment.
- Confidentiality. During this Agreement, each Party may have access to certain Confidential Information of the other Party. Each Party agrees, using a commercially reasonable standard of care: (a) not to disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors (“Representatives”) on a strict need to know basis and subject to a duty of confidence, (b) to use the Confidential Information strictly for the performance or receipt of this Agreement and (c) to use commercially reasonable efforts to protect the confidentiality of the other Party’s Confidential Information. This Section will not apply to Confidential Information that (i) is or becomes publicly available through no fault of the recipient, (ii) is already in the recipient’s possession at the time of its disclosure without any duty of confidence, or (iii) is independently developed by the recipient without reference to or use of the disclosing party’s Confidential Information and by personnel without access to such Confidential Information. Each Party may disclose Confidential Information to the extent required: (1) by securities laws, (2) to comply with a court or governmental order, or to comply with applicable law or (3) to establish or preserve a Party’s rights under this Agreement. Each Party will be responsible for the acts and omissions of its Representatives related to any breach of this Section.
- Term and Termination.
- This Agreement is effective as of the date of Member’s acceptance of this Agreement (“Effective Date”) and the subscription term and access to the Parchment Services will start on the Effective Date and will continue on an annual basis as indicated and selected during registration, until terminated as set forth in this Section 6.
- Member agrees and understands that Parchment may terminate this Agreement at any time, with or without cause. Upon termination of this Agreement for any reason, Member agrees and understands that the rights to use the Parchment Award – Transcript Services (Small School) granted under this Agreement shall immediately terminate.
- Member may terminate this Agreement with Parchment at any time by sending Parchment written notice requesting termination. Termination of this Agreement will not relieve Member of any liabilities or obligations accrued on or before the date of termination, or limit any other remedies available to Parchment arising out of Member’s breach of this Agreement. In the event of termination of this Agreement by Member for any reason or no reason, Member will not receive or be entitled to a refund of any Fees.
- Warranty Disclaimer.
- THE Parchment Award – Transcript Services (Small School), PARCHMENT WEBSITE, AND ANY OTHER MATERIALS, DATA AND/OR SERVICES PROVIDED BY PARCHMENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PARCHMENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, NON-INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY PARCHMENT ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. PARCHMENT DOES NOT WARRANT THAT THE Parchment Award – Transcript Services (Small School) OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET MEMBER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. MEMBER ACKNOWLEDGES THAT PARCHMENT’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF MEMBER ONLY.
- PARCHMENT’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PARCHMENT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT AS MAY BE SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN PARCHMENT AND MEMBER, PARCHMENT IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR: (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN PARCHMENT, (II) DAMAGES OF ANY KIND THAT RESULT FROM THE DOWNLOADING OF ANY DATA, PROGRAMS OR ANY OTHER MATERIALS ON THE SITE OR THROUGH THE SERVICES, OR (III) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SITE OR THE SERVICES.
- LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PARCHMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE, OR THE INABILITY TO USE, THE Parchment Award – Transcript Services (Small School), EVEN IF PARCHMENT OR AN AUTHORIZED REPRESENTATIVE OF PARCHMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER PARCHMENT NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500).
- EXCLUSIONS AND LIMITATIONS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PARCHMENT AND MEMBER. IF ANY OF THE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE ARE FOR ANY REASON HELD TO BE INVALID OR UNENFORCEABLE, THIS AGREEMENT AND THE BALANCE OF THE PROVISIONS HEREOF SHALL NONETHELESS REMAIN IN EFFECT.
- MEMBER AND PARCHMENT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Indemnity. Member agrees to indemnify, defend and hold Parchment (and its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, partners, customers and employees) harmless from any claim, demand, suit, damages, losses and costs (including reasonable attorneys’ fees) made by any third party due to or arising out of (i) Member’s violation of this Agreement, or (ii) Member’s violation of any law or the rights of any person or entity arising out of or related to the use of the Parchment Award – Transcript Services (Small School). This section does not impose additional indemnification requirements for institutions that have separate, current and written agreements with Parchment. Parchment will defend at its expense any suit brought against Member by a third party, and will pay any settlement Parchment makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Parchment Award – Transcript Services (Small School) misappropriate any Intellectual Property Rights of a third party.
- Amendment. Parchment may amend any term of this Agreement at any time by providing notice to the Member. Member’s continued use of the Parchment Award – Transcript Services (Small School) constitutes Member’s acceptance of the modified or amended Agreement.
- This Agreement constitutes the entire agreement between Member and Parchment, superseding any prior agreements between Member and Parchment. The failure of Parchment to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. This Agreement, and Member’s rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by Member without Parchment’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Parchment may assign this Agreement without the prior consent of Member. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- The communications between Member and Parchment use electronic means, whether you visit the Site or send Parchment e-mails, or whether Parchment posts notices on the Site or communicates with Member via e-mail. For contractual purposes, Member (1) consents to receive communications from Parchment in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Parchment provides to Member electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Member’s statutory rights.
- Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, pandemic, fire or other disaster or telecommunications, power or Internet failure. The occurrence of any such event shall toll the time period provided in this Agreement for performance by the affected party.
- Member’s payment obligations will survive termination or expiration of this Agreement.
- Parchment will be permitted to use Member’s name and logo (subject to the appropriate party’s style guidelines to ensure proper placement or use by the other party) (a) in association with Parchment’s provision of the Services; and (b) on a client or partner list or partial client list during the term of this Agreement, provided that such list does not state or imply Member’s endorsement of Parchment or the Parchment Award – Transcript Services (Small School).
- Service Level Agreement. Parchment shall make the Parchment Services available subject to the terms of this Agreement and the Parchment Service Level Agreement, available here (https://www.parchment.com/service-level-agreement/).