This End User Services Agreement (the “Agreement”) is a legal agreement between you, as an authorized representative of your academic institution or other educational organization accredited by the Department of Education (“Member”) and Parchment Inc., a Delaware corporation (“Parchment”) for the right to access the features and functions of the Parchment Receive: Lite service, as described herein (collectively, the “Parchment Receive Lite Service”).
BY CLICKING “I ACCEPT” OR BY ACCESSING THE PARCHMENT RECEIVE LITE SERVICES AND/OR YOUR CONTINUED USE OF THE PARCHMENT RECEIVE LITE SERVICES PROVIDED ON OR MADE AVAILABLE THROUGH THIS WEBSITE, 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, (III) YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF MEMBER AND BIND MEMBER TO ITS TERMS AND (IV) THAT MEMBER IS AN ACADEMIC INSTITUTION OR OTHER EDUCATIONAL ORGANIZATION THAT IS ACCREDITED BY THE DEPARTMENT OF EDUCATION AND IS NOT A GOVERNMENTAL AGENCY, LICENSING BOARD, OR OTHER TYPE OF LEGAL ENTITY PROVIDING SERVICES ON BEHALF OF OR AS AN AGENT OF A MEMBER.
Parchment provides the Parchment Receive Lite 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 Lite Services or access any portion of the Parchment Receive Lite Services. YOUR ACCESS AND USE OF THE PARCHMENT RECEIVE LITE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR CONTINUED USE OF THE PARCHMENT RECEIVE LITE 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.
“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 Lite 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 Lite 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.
“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 Lite 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: Lite 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 Lite Service solely for admissions and enrollment purposes on behalf of Member as a educational institution or organization. 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 Lite Services (or any part thereof) without notice or liability to Member or any third party.
The Parchment Receive Lite 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.
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 Lite 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 Lite Service; or (c) allow third parties other than Authorized Users to gain access to the Parchment Receive Lite Service. This Agreement terminates automatically if you breach any of these terms. In addition to termination for breach of the aforementioned terms, Parchment reserves the right to terminate your account and subscription at any time for any reason.
Member will use the Parchment Receive Lite 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 Lite 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 Lite 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 Lite Service or the data contained therein; or (f) attempt to gain unauthorized access to the Parchment Receive Lite Service, computer systems or networks related to the Parchment Receive Lite Service.
Member may permit Authorized Users to access and use the features and functions of the Parchment Receive Lite 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) and the General Data Protection Regulation (GDPR), in its acts and omissions relating to this Agreement, the use of the Parchment Recieve Lite Services and the reciept, use, and storage of Credentials received through the Parchment Receive Lite Services. Member agrees and understands that Member’s use of such Parchment Receive Lite 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 Lite Services. Except as may be expressly provided in writing by Parchment, the use of the Parchment Receive Lite 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 Lite 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.
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 Lite 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 Lite 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 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.
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. The rights to use the Parchment Receive Lite Services granted pursuant to this Agreement is effective upon your acceptance of this Agreement and shall terminate upon breach of this Agreement by Member. 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 Lite Services granted under this Agreement shall immediately terminate. Member may terminate this Agreement with Parchment at any time by sending an email through email@example.com to Parchment requesting termination. Termination of this Agreement will not relieve you of any liabilities or obligations accrued on or before the date of termination, or limit any other remedies available to Parchment arising out of your breach of this Agreement.
THE PARCHMENT RECEIVE LITE 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 LITE 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 YOU, 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 LITE 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. You agree 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) your violation of this Agreement, or (ii) your violation of any law or the rights of any person or entity arising out of or related to the use of the Parchment Receive Lite Services. This section does not impose additional indemnification requirements for institutions that have separate, current and written agreements with Parchment.
Parchment may amend any term of this Agreement at any time by providing notice to Member. Member’s continued use of the Parchment Receive Lite Services constitutes your acceptance of the modified or amended Agreement.
This Agreement constitutes the entire agreement between you and Parchment, superseding any prior agreements between you 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. You agree 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. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you 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 you 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 you via e-mail. For contractual purposes, you (1) consent 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 you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your 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.