This End User Services Agreement (the “Agreement”) is a legal agreement between you on behalf of Member, as an authorized representative of your non-academic organization or other entity (“Member”) and Parchment Inc., a Delaware corporation (“Parchment”) for the right to access the features and functions of the Parchment Receive service, as described herein (collectively, the “Parchment Receive Service”).

BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU (I) ACCEPT THIS AGREEMENT AND AGREE TO 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 Receive Services solely on the terms and conditions set forth in this Agreement and on the condition that 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 Receive Services or access any portion of the Parchment Receive Services. YOU CLICKING “I ACCEPT” AND SUBSEQUENT ACCESS AND USE OF THE PARCHMENT RECEIVE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR CONTINUED USE OF THE PARCHMENT RECEIVE SERVICES 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.

Definitions.

“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 Receive Service 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 Receive Services, 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.

“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 Receive Services, 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 Receive Services; 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 Receive Service 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 Receive Services (or any part thereof) without notice or liability to Member or any third party.

The Parchment Receive Service connects Members to Parchment’s full network of sending institutions, enabling elecronic credential exchange capabilities, with the following features and functionality:

Unified inbox to collect all incoming documents;
Ability to manage incoming documents;
Download PDF documents;
Ability to place orders on behalf of learners;
Unlimited administrators;
Unlimited cloud storage;
Route and filter documents;
Customize confirmation messages; and
Phone support in accordance with Parchment’s standard support policies.

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 Receive Service 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 Receive Service; or (c) allow third parties other than Authorized Users to gain access to the Parchment Receive Service. This Agreement terminates automatically if Member breaches any of these terms. In addition to termination for breach of the aforementioned terms, Parchment reserves the right to terminate Member’s account and subscription at any time for any reason.

Member will use the Parchment Receive Service only as contemplated by this Agreement and will not, nor will Member authorize any Authorized User, or other third party to, use the Parchment Receive Service 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 Receive Service 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 Receive Service or the data contained therein; or (f) attempt to gain unauthorized access to the Parchment Receive Service, computer systems or networks related to the Parchment Receive Service.

Member may permit Authorized Users to access and use the features and functions of the Parchment Receive Service 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 Recieve Services and the reciept, use, and storage of Credentials received through the Parchment Receive Services. Member agrees and understands that Member’s use of such Parchment Receive Services 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 Receive Services. Except as may be expressly provided in writing by Parchment, the use of the Parchment Receive Services for any other purpose other than as set forth in this Agreement is not permitted.

To the extent that Member uses the Parchment Receive Services 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.
Fees and Payment.

Annual or Monthly Fees; Pre-Paid Add-On Request Fees.

Member may select an annual pre-paid subscription fee or a month-to-month subscription fee (“Subscription Fee”) as selected and for the amounts indicated during registration for the Parchment Receive Services.

Member may add credential-request Pre-Pay fees (“Pre Pay Fees, and together with the Subscription Fee, the “Fees”) in increments as indicated and selected during Member’s registration for the Parchment Receive Services, which allow Member to place requests for Credentials to be delivered to Member via the Parchment Receive Service. Pre Pay Fees must be used up during each 24-month period during the Term of this Agreement and are non-refundable. Member may increase the amount of Pre Pay Fees in its account at any time by adding Pre Pay Fee increments through its account in the Parchment Receive Services. Additional Pre Pay Fees must be used up during the 24-month period following the date the additional Pre Pay Fees are received in the Parchment Services. In the event Member uses all of the Pre Pay Fees in its account, has not added Pre Pay Fees to its account as set forth above, and makes a Credential request through the Parchment Receive Services, then such request fees will be paid by Member at the time of request. The Credential request fee is the fee charged by the Credential Issuer for the Credential request and includes any applicable surcharges and print and mail delivery fees.

All Fees are non-refundable. Parchment, in its sole discretion, may increase the Fees annually, which will be effective as of the commencement of the next renewal term.

Maximum Volume of Documents Delivered. The Subscription Fee, whether paid month-to-month or annually only covers up to an cumulative annual maximum of 1,000 Credentials delivered to Member via the Parchment Receive Services. If Member selects an annual Subscription Fee and exceeds the foregoing volume limit at any time during an annual period, then Parchment will contact Member with upgrade options for the Parchment Receive Premium service. In the event Member elects not to upgrade to the Parchment Receive Premium, the Parchment Receive service will be terminated effective the first day of the following month. If Member selects the month-to-month Subscription Fee and exceeds the foregoing volume during a given month, then Member’s subscription will continue for a 1-month grace period (following the month in which the delivered volume exceeds 1,000 documents), after which Parchment will contact Member with upgrade options for the Parchment Receive Premium service. In the event Member elects not to upgrade to the Parchment Receive Premium service, the Parchment Receive service will be terminated effective the first day of the month following the 1-month grace period. Parchment will contact Member prior to such upgraded renewal terms, which will only be effective upon a signed agreement between Member and Parchment.

Payment Terms; Credit Card Authorization. During registration for the Parchment Receive Services, Member will be required to designate a payment method and provide credit card information. All fees will be deducted automatically from the credit card provided to Parchment by 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 Receive Service 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 Receive Services in the event of non-payment following notice and a five day period to cure.

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.

The parties acknowledge that 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.

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 Receive Services 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 Receive Services (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 Receive Services (“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 Receive Services, 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: (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 written 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 either on an annual basis or month-to-month 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 Receive Services 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 RECEIVE SERVICES, 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 RECEIVE SERVICES 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 ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE PARCHMENT RECEIVE SERVICES, 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 TWENTY-FIVE U.S. DOLLARS ($25).

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 UNENFORCABLE, 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 Receive Services. 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 Receive Services 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 Member.  Member’s continued use of the Parchment Receive Services 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. This Agreement is governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of laws provisions. Member agrees to submit to the personal and exclusive jurisdiction of the courts located within the County of Maricopa, Arizona. 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. 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, 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 obligatirons 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 Receive Services.

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