Effective January 1, 2023
IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SITES OR ACCESS THE SERVICES OR ANY PORTION OF THE SITE WHICH MAY BE PASSWORD-RESTRICTED. YOUR ACCESS TO OUR SITES AND THE SERVICES CONSTITUTES YOUR, AND WHERE APPROPRIATE, YOUR PARENT OR LEGAL GUARDIAN’S ACCEPTANCE OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT.
In addition to the Services that we provide directly to you, either as a learner, credential owner, third party requestor, institution administrator, or individual as identified in Section 1(b) below, we also provide Parchment credentialing services to academic and non-academic institutions (“Institutions”). These Institutions have entered into separate written agreements governing those services provided by Parchment directly to the Institutions. This Agreement does not apply to those services provided to the Institution directly; rather, this Agreement governs your access and interaction with the Services directly, as an End User of the Service.
- Description of Services; End User Types and Right to Access.
- Right to Access. Subject to and conditioned upon End User’s strict compliance with all terms and conditions set forth in this Agreement, Parchment hereby grants to End User a non-exclusive, non-transferable, limited right during the Term to access and use, the Services, solely as set forth in this Agreement. Parchment makes available for purchase and access certain Services, which include the ordering, processing, fulfilling, and delivery of credentials and other learner documents via the Parchment Services and/or via printed and paper delivery.
- End User Types. An End User may be a learner, current or former student, credential owner, counselor, teacher, student reference, academic institution official, third-party requestor, institution administrator, or other user of the Sites and the Services.
- Right to Modify. Parchment is under no obligation to update the Sites, Services, or any information or data contained on the Sites or Services. Parchment reserves the right at any time and from time to time to modify, discontinue, or suspend, temporarily or permanently, its offering of the Services (or any part thereof) without notice or liability to you or any third party.
- End User Obligations and Compliance.
- Learner; Requestor Access and Obligations.
- By completing the registration process for the use of any Services, creating an order and submitting a request, or by accepting a request to fulfill an order for a credential or other learner document or by using the Parchment Services in any other manner available through the Sites, you represent that you are eligible and authorized to take such actions under the Family Education Rights and Privacy Act (“FERPA”).
- You also agree to provide true, accurate, current, and complete information about yourself as prompted by Parchment in your interaction with the Sites and Services and to maintain and promptly update such information to keep it true, accurate, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Parchment has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Parchment has the right to suspend or terminate your account and refuse any and all current or future use of all or any of the Sites or the Services.
- Further, if you are accessing the Services to submit a request for a credential or other learner document, you agree to request only that credential or other learner document appropriate for the specific legitimate purpose of your request and no other credential or learner document. Parchment reserves the right to monitor the requestors’ use of the Services, including without limitation the types of credentials and other learner records requested by third party requestors, and may pause or delay fulfillment of a request in the event Parchment identifies, in its reasonable discretion, any security, privacy, or other anomalies with your request. In such event Parchment may contact you for additional information.
- Additional Institution Administrator Access and Obligations. In addition to the foregoing obligations, if you are accessing the Services for the purposes of reviewing, fulfilling, and responding to a request for a credential or other learner document issued by an Institution, you may receive certain User Data (define below) and are requested to provide certain student records and information. Accordingly, you represent and warrant to Parchment that:
- you will comply with all applicable laws and regulations, including without limitation FERPA, the California Consumer Privacy Act (“CCPA”) and the General Data Protection Regulation (“GDPR”) as applicable with respect to personal information that you may receive pursuant to your use of the Site and Services;
- you further represent and warrant that you (i) have all rights, authority, and consents required under applicable law, including without limitation FERPA, to fulfill requests for credentials and other learner documents requested via the Services and to provide such credentials, learner documents, and related data to Parchment for processing as requested pursuant to the Services for the purposes designated in your use of the Services on behalf of your respective Institution; and (ii) are responsible for the accuracy, quality, integrity, appropriateness, and legality of any credentials or other learner documents that you provide to a requestor, learner, or other authorized third party in your use of the Services; and
- you are responsible for any breach of these representations and warranties and shall indemnify Parchment for any loss, damages, or liabilities arising out of your breach of these obligations. Parchment is not responsible for any inaccuracies in User Data or Content as provided to Parchment.
- Registered User Account, Password, and Security. You may receive a password protected End User account (“Parchment Account”) and a user ID upon completing the registration process. In the event you have a registered user account with Parchment, you agree to: (i) maintain the confidentiality of your password, (ii) take full responsibility for all activities by users accessing the Site or the Services through your account(s) (including, without limitation your registered End User account, if applicable), (iii) immediately notify Parchment of any unauthorized use of your account or any other breach of security that you become aware of, and (iv) ensure that you exit from your account at the end of each session. Failure to exit you’re your account can enable the next user of the computer to access and modify information in your account. Parchment is not responsible for any loss or damage arising from your failure to comply with these requirements. You are responsible for all activities that occur under your account. You may not share your account or password with anyone, and you agree to (1) notify Parchment immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your account at the end of each session. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Parchment Account, and you further acknowledge and agree that all rights in and to your Parchment Account are and shall forever be owned by and inure to the benefit of Parchment.
- End User Content and Conduct.
- You, and not Parchment, are solely responsible for all the information, User Data, text, messages, emails or other communications or materials (“Content”) that you create, link to, transmit or make available by any method on or through the Site (“User Content”). You acknowledge that Parchment may, but is not required to, pre-screen Content posted on the Site or transmitted through the Services and is not obligated or responsible to verify the accuracy, reliability, timeliness or appropriateness of such Content. Without limiting the foregoing, you also agree that Parchment may in its sole discretion refuse to post, store or transmit any Content submitted by you, or move, remove, edit or modify any Content on the Site as Parchment deems appropriate.
- Parchment does not claim ownership of your Content. However, when you post or publish your Content on or in the Site or Services, you represent that you have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your Content.
- Parchment takes the safety and security of its End Users and online visitors very seriously. If Parchment believes that an End User or visitor to the Site is harassing, deceiving, harming or otherwise endangering the physical or emotional well-being of any other person directly or indirectly through the Site or the Services, Parchment (in its sole discretion) may notify the appropriate law enforcement authorities and cooperate to the full extent requested by such authorities in their investigation of such allegations and in any resulting criminal actions, or at Parchment’s sole discretion, at the request of third parties in any resulting civil action. Such cooperation may include, without limitation, the disclosure of personally identifying information and/or private communications transmitted through the Site.
- Use Restrictions. End User shall not directly or indirectly use the Site or Services to:
- access, store or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- impersonate any person or entity including, without limitation, any Parchment employee, agent, or affiliate, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- access, store or transmit any Content that you do not have a right to collect, use, store or transmit under any law or under any contractual or fiduciary relationships (including, without limitation, academic and transcript information and data and other confidential information);
- access, store or transmit any Content that infringes any intellectual and/or industrial property rights of any kind anywhere in the world of any third party;
- store or transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- access, store or transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Site, the Services or any servers or networks connected to the Site or used with the Services, or disobey any requirements, procedures, policies or regulations of any networks connected to the Site or used with the Services;
- violate any applicable local, state, national or international law including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any other regulations having the force of law;
- use (including make any copies of) the Services beyond the scope of the rights granted under this Agreement;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Site or Services or any part thereof;
- combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; or
- use the Services for purposes of competitive analysis of the Services, the development of a competing software product or service, or any other purpose that is to the Parchment’s commercial disadvantage.
- Collection and Use of Information; Storage.
- End User acknowledges that Parchment may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Site and Services and about equipment or through which the Services are otherwise is accessed and used, for purposes of its security measures, for supporting and maintaining the Site and Services, and for other lawful business purposes.
- End User agrees that the Parchment may use such information for any purpose related to any use of the Services by End User or on End User’s equipment, including but not limited to: (i) improving the performance of the Services or future product development; and verifying End User’s compliance with the terms of this Agreement and enforcing the Parchment’s rights, including all Intellectual Property Rights in and to the Software.
- You agree that Parchment may from time to time, establish and modify in its sole discretion, general practices and limits concerning use of the Services, such as credential or learner document delivery options. You agree that Parchment reserves the right to remove Parchment Accounts that are inactive for an extended period of time in its sole discretion.
- Parchment may use various ways of verifying information that End Users provide in use of the Services; however, you agree that Parchment guarantee the accuracy of any verification of information and that Parchment will have no liability to you arising from any incorrectly verified information.
- Intellectual Property Rights; Copyright and Trademark Notice.
- Parchment, its affiliates and licensors retain all right, title and interest in and to the Site, the Services, all Content provided on the Site (excluding third party Content, if any), and the business process, procedures, methods and techniques used on or in connection with the Site and the Services, and all patent rights, copyrights, trademark rights, trade secret rights and other proprietary rights therein or related thereto (collectively, the “Intellectual Property”). You may not modify, publish, transmit, transfer or sell, license, rent, lease, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit the Intellectual Property, in whole or in part, except as expressly permitted in this Agreement or with the prior written consent of Parchment. Subject to any third-party license restrictions, you may copy and create derivative works of the Content displayed on the Site solely for your personal, non-commercial, educational use, provided that you do not remove any trademarks, copyright notices or any other notice contained in such Content. You agree not to modify any Site Content, or Site or Services object code or source code in any manner or form, or to use modified versions of such Content or code for any reason including, without limitation, for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Parchment for use in accessing the Services. The use of any Parchment (or any Parchment affiliate or licensor) trademark or service mark without Parchment’s (or the appropriate owner’s) express written consent is strictly prohibited.
- The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Intellectual Property (including images, text, page layout or form) of Parchment; (b) access the Intellectual Property in order to build a similar or competitive website or service (c) you shall not use any metatags or other “hidden text” using Parchment’s name or trademarks; or (d) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site or the Services. Any future release, update or other addition to the Intellectual Property shall be subject to this Agreement. Parchment, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Site or the Services terminates the licenses granted by Parchment pursuant to this Agreement.
- The Site, Services, and Intellectual Property may contain Content provided by other users. Parchment is not responsible for and does not control such Content. Parchment has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to any other user’s Content. You use all such Content and interact with other users at your own risk. Your interactions with other users are solely between you and the other user and we are under no obligation to become involved. You agree that Parchment will not be responsible for any liability incurred as the result of such interactions.
- You agree that submission of any ideas, suggestions, documents, and/or proposals to Parchment through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Parchment has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Parchment a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site and the Services.
- Fees and Payment. End User agrees to pay all applicable request fees, including without limitation, fees for electronic fulfillment of an order or orders for print and paper delivery and associated shipping fees, for all requests made through the Services and/or under your Parchment Account (the “Fees”). Learners or other credential owners can request the digital and/or print delivery of their respective credentials or other learner documents to be sent to a recipient. The request fees shall be at Parchment’s then current rates as made available to you in your use of the Services. All fees are non-refundable and are paid at the time of request made via the Services. Parchment reserves the right to increase its request fees and shipping and handling fees at any time in its sole discretion.
- Term and Termination.
- This Agreement shall remain in effect until terminated as set forth herein (the “Term“) and shall govern all End User use and access to the Sites and Services.
- You may terminate this Agreement and your Account, if any, at any time and for any reason by sending an email to Parchment at firstname.lastname@example.org requesting such termination of your Account.
- You agree that Parchment, in its sole discretion and without notice or liability to you or any third party, may terminate your Account if Parchment believes that you have violated or acted inconsistently with any term of this Agreement.
- 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. Your indemnification obligations hereunder will continue after any termination of this Agreement.
- Parchment may terminate this Agreement, effective immediately, if End User files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
- Upon expiration or earlier termination of this Agreement, the access rights granted hereunder shall also terminate, and End User shall cease using the Services as of such date.
- Warranty Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PARCHMENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AS TO THE SITE AND ITS CONTENT, AND THE SERVICES.
- PARCHMENT MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE, TIMELY OR COMPLETE, AND (IV) ANY ERRORS IN ANY SOFTWARE USED ON THE SITE OR IN CONNECTION WITH THE SERVICES WILL BE CORRECTED. FROM TIME TO TIME, PARCHMENT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT PARCHMENT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
- 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.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
- IN NO EVENT WILL PARCHMENT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SITES OR SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARCHMENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL PARCHMENT’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID TO THE PARCHMENT BY THE END USER MAKING THE CLAIM HEREUNDER OR $100.
- THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY EVEN IF THE END USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PARCHMENT AND YOU. IF ANY OF THE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET FORTH IN SECTIONS 12 ARE FOR ANY REASON HELD TO BE INVALID OR UNENFORCABLE, THIS AGREEMENT AND THE BALANCE OF THE PROVISIONS HEREOF SHALL NONETHELESS REMAIN IN EFFECT.
- YOU 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, THE CAUSE OF ACTION IS PERMAMENTLY BARRED.
- Indemnity. End User 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) your violation of this Agreement, (ii) your Content or User Data, or (iii) your violation of any law, including without limitation FERPA and applicable privacy laws, or the rights of any person or entity arising out of or related to the use of the Site or Services. Parchment reserves the right to assume the exclusive defense and control of any such claim, demand or suit.
- Export Regulation. The End User shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
- US Government Rights. The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the End User is accessing the Sites or Services on behalf of the US Government or any contractor therefor, End User shall receive only those rights with respect to the Services as are granted to all other end users, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government End Users and their contractors.
- Third Party Links. For your convenience, Parchment may provide links to other Internet sites that Parchment does not maintain. You should not interpret any link to/from other sites as indicating that Parchment sponsors or endorses the sites or their materials or that the sites are affiliated with Parchment in any manner. Parchment is not responsible for anything contained on such sites and makes no warranties or representations about the contents, products or services offered on such sites. Parchment is not responsible for and makes no warranties or representations about the content, products or services offered on any sites that you may elect to use in connection with this site. You agree that it is impossible for Parchment to monitor such materials and that you access these materials at your own risk.
- COPPA. We do not knowingly collect or solicit personally identifiable information online from children who are under 13. If we learn that we have collected personally identifiable information from a child under 13, we will delete that information as quickly as possible.
- DMCA. We reserve the right to remove the Content. If you think we have published Content that infringes your copyright, we will address your concerns; however, if we believe that our use is legitimate, we will not remove it from the Site.
Please note that we will respond only to notices of alleged infringement that comply with the Digital Millennium Copyright Act (go to www.copyright.gov for the complete text of the Act).
To file a notice of infringement with us, you must provide a written communication (via fax or email with a signed PDF) to our designated copyright agent that sets forth the following:
- A detailed description of the copyrighted work that is allegedly infringed upon;
- A description of the location of the allegedly infringing material on the Site;
- A statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under the penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
For copyright inquiries under the Digital Millennium Copyright Act contact:
7001 N. Scottsdale Rd., Suite 1050
Scottsdale, AZ 85253
Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any material on our site is infringing on your copyrights. We also reserve the right to publish your letter on the Site.
- Additional Terms.
- All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
- Parchment will not be responsible or liable to End User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or End User equipment, loss and destruction of property, or any other circumstances or causes beyond Parchment’s reasonable control.
- 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 Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Parchment in an electronic form; and (ii) 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 in writing. The foregoing does not affect your statutory rights.
- Where Parchment requires that you provide an e-mail address, you are responsible for providing Parchment with your most current e-mail address. In the event that the last e-mail address you provided to Parchment is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Parchment’s dispatch of the e-mail you last provided containing such notice will nonetheless constitute effective notice. You may give notice to Parchment at the following address: Parchment LLC, 7001 N. Scottsdale Rd., Suite 1050, Scottsdale, AZ 85253, Attn: Legal Department. Such notice shall be deemed given when received by Parchment by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
- This Site and the Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Parchment intends to provide such Services in your country. The Site and Services are controlled and offered by Parchment from its facilities in the United States of America. Parchment makes no representations that the Site or the Services are appropriate or available for use in other locations. Those who access or use the Site or the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- You hereby release the Parchment and its employees, agents, officers, and directors and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Site or Services users or third party websites of any kind arising in connection with or as a result of your this Agreement or your use of the Site or the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- This Agreement, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between End User and Parchment with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- End User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Parchment’s prior written consent, which consent Parchment may give or withhold in its sole discretion. No delegation or other transfer will relieve End User of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Parchment may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without End User’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Arbitration. Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Parchment may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Delaware law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that re applicable to your use of the Site and the Services.
- Any other Dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules (the “Rules”) and shall be administered by the Phoenix, Arizona office of the American Arbitration Association (the “Administrator”). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be Phoenix, Arizona USA. The Dispute(s) shall be submitted to a single arbitrator (“Arbitrator”) chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 9 of this Agreement. Judgment on the award of the Arbitrators may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Delaware law or United States Federal law.
- By using the Site or the Services in any manner, you agree to the above arbitration provision. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Parchment (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.