IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS, AS DETAILED IN CLASS ACTION WAIVER BELOW. PLEASE READ CAREFULLY.
1. Welcome.
Welcome to https://www.visitdays.com (“VisitDays Website”), owned exclusively byVisitDays Corp. (“VisitDays”). VisitDays offers various products and services to students, schools districts and colleges and universities to facilitate engagements and interactions between students and universities virtually.
These General Terms of Use (“General Terms”) govern any and all use of and access to the VisitDays Website and/or any of the products and services offered by VisitDays including, without limitation, the VisitDays CollegeAccess Program (“CollegeAccess Program”)and subscription based services including without limitation, the Higher EdEnterprise Solution, Higher Ed Enterprise License, VisitDays Mobi and/orVisitDays Conventions (collectively, the “VisitDays Services”). By using, and/or accessing the VisitDaysWebsite and/or any of the VisitDays Services, you (“You” or “Your”) agree to be bound by these General Terms, the Additional District Terms (if You are a District as defined below) , the AdditionalInstitution Terms (if You are an Institution as defined below), any applicableOrder Form(s), VisitDays’ Privacy Policy and any other policy linked or incorporated into these General Terms.
These General Terms apply to all users of the VisitDays Website and/or the VisitDays Services including, without limitation: (i) to students of school districts (“Students”) who participate in theCollege Access Program and/or other virtual events offered through and/or powered by the VisitDays Services; (ii) to school districts (“Districts”) that participate in theCollege Access Program; and (iii) to colleges, universities and other institutions of higher education (collectively, the “Institutions”) that subscribe to theHigher Ed Enterprise Solution and/or the Higher Ed Enterprise License, as set forth in an Order Form. If You are aDistrict, the terms set forth in the Additional District Terms shall also govern Your access and use of the VisitDays Website and/or VisitDays Services. If You are an Institution, the AdditionalDistrict Terms shall govern Your access and/or use of the VisitDays Website and/or the VisitDays Services.
Before utilizing theVisitDays Website and/or any of the VisitDays Services, please read theseGeneral Terms. You may only access and/or use the VisitDays Website and/or any of the VisitDays Services in accordance with these General Terms. IfYou do not agree to be bound by these agreements, You may NOT access and/or use the VisitDays Website and/or any of the VisitDays Services, and must exit theVisitDays Website and the VisitDays Services immediately. Your sole and exclusive remedy if You do not agree to be bound by these General Terms is to not access and/or use the VisitDays Website and/or any of the VisitDaysServices.
To the greatest extent permitted by law, VisitDays may revise, change amend, alter, add to, or modify the content of the VisitDays Website and/or these General Terms at anytime. Any such changes and/or updates shall be effective immediately upon posting to this webpage, unless otherwise stated. The date the General Terms was last updated is identified at the top of the document. Your continued access and use of theVisitDays Website and/or any of VisitDays Services after the “Last Updated” date constitutes Your acceptance of those changes and/or updates. Please review the General Terms periodically to review the most current version of VisitDays’ General Terms of Use. If You do not agree with these General Terms, do not visit, access, view or use any part of the VisitDays Website and/or the VisitDays Services.
2. You Must be 13 Years of Age to Access or Use the VisitDays Website and any of the VisitDays Services
By accessing and/or using, the VisitDays Website and/or any of the VisitDays Services, You warrant and represent that You are at least thirteen (13) years of age. Any individual under the age of thirteen (13)years old is prohibited from accessing and/or the VisitDays Website and/or any of the VisitDays Services.
3. Intellectual Property Ownership; License
VisitDays owns and/or is an authorized licensee of all of the intellectual property in connection with theVisitDays Website and/or the VisitDays Services. This includes, but is not limited to all copyrights, trademarks patents, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the VisitDaysWebsite and/or in connection with the VisitDays Services, and in all software and/or mobile applications that VisitDays develops in connection with theVisitDays Website and the VisitDays Services. The trademarks, logos, and service marks displayed on the VisitDaysWebsite and/or in connection with the VisitDays Services such as VisitDays(collectively the "Trademarks") are the registered or unregistered trade or service marks of VisitDays. The Trademarks owned by VisitDays, whether registered or unregistered, may not be used in connection with any product or service that is not VisitDays’, in any manner that is likely to cause confusion with customers, or in any manner that disparages VisitDays. You agree not to copy, alter, frame, reverse engineer, distribute, publish, sell, prepare derivative works based on, or commercially exploit the software, mobile applications and/or any content, without express written permission from VisitDays. No aspect of the VisitDays Website and/or theVisitDays Services may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale or redistributed in any way without the prior written permission of VisitDays. You have no intellectual property rights in, or to, the VisitDaysWebsite and/or the VisitDays Services other than the right to use it in accordance with these General Terms and/or any applicable Order Forms.
Subject at all times to Your full compliance with these General Terms and/or any applicable Order Form,VisitDays grants You a personal, revocable, limited, non-exclusive, non-sublicense able and non-transferable license to use and access the VisitDaysServices solely for Your personal, internal, non-public and non-commercial use. The limited licenses set forth above shall apply to any updates, upgrades, and/or additional features of theVisitDays Services not distributed with a separate license, Order Form or other-agreement.
5. Security-and Disclosure; Privacy Policy
You agree to use-commercially reasonable efforts to maintain the security and confidentiality of personal information, including Student Personal Information collected in theVisitDays Services, consistent with applicable law, in order to help protect such personal information from unauthorized access. VisitDays will disclose the Student PersonalInformation only in accordance with VisitDays’ Privacy Policy. VisitDays Privacy Policy describes howVisitDays collects, uses and shares the information provided by You and/or collected by VisitDays through the VisitDays Website and/or the VisitDaysServices. By using the VisitDays Services, You agree that VisitDays may use such information in accordance with VisitDays’ PrivacyPolicy.
VisitDays does not sell or rent Student Personal Information or content provided by users in connection with the VisitDays Services, including for advertising purposes. In addition,VisitDays does not disclose or provide any of the Student Personal Information or any content provided to users to third parties for any purpose except as set forth in VisitDays’ Privacy Policy or as directed by a District and/orInstitution pursuant to an Order Form.
6. Submissions and Content Provided by You
The VisitDays Website and/orVisitDays Services may allow You to upload, share or provide Your content. By providing any such content through the VisitDays Website and/or the VisitDaysServices, You are confirming that You are legally allowed to do so and by doing so, You are not infringing on any statutory provisions and/or third party rights, and/or otherwise violating any applicable laws. In addition, You acknowledge and agree that by providing Your content through the VisitDays Website and/or the VisitDaysServices, You are granting VisitDays a non-exclusive, worldwide, fully paid-up and royalty-free, irrevocable, sub-licensable and transferable license to use, access, store, reproduce, modify, distribute, publish, process into derivative works, broadcast, stream, transmit or otherwise exploit such content to provide and promote the VisitDays Service in any media or manner so long as VisitDays complies with its privacy practices as set forth in the Privacy Policy and/or any applicable Order Form as it pertains to personal information and/or personally identifiable information including, without limitation, the StudentPersonal Information.
If You provide feedback, comments or suggestions for improvements related to any of the VisitDaysServices (in written, oral, or any other form) (“Feedback”), You represent and warrant that You (i) have the right to disclose the Feedback, (ii) the Feed back does not violate the rights of any other person or entity, and (iii) theFeedback does not contain the confidential or proprietary information of any third party or parties. You (x) acknowledge that VisitDays may have something similar to the Feedback already under consideration or in development, and (ii)assign to VisitDays Your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, You hereby grantVisitDays an irrevocable, non-exclusive, royalty-free, perpetual and worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of VisitDays, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the fore going assignment, waivers, or consents.
VisitDays may display personal testimonials and endorsements of satisfied users with respect to theVisitDays Services, including, if the District and/or the Institution agrees, their personnel, and, if the District and/or the Institution agrees, VisitDays may associate the District and/or the Institution’s name and logo with such postings from its personnel.
To the extent permitted by applicable law, You waive any moral rights in connection with content,Feedback, endorsements and/or testimonials You provide or have provided through the VisitDays Website and/or the VisitDays Services.
You are solely liable for any content that You upload, post, share or provide through the VisitDaysWebsite and/or the VisitDays Services. You acknowledge and accept that VisitDays does not filter or moderate such content.
However, VisitDays reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading Your access to theVisitDays Website and/or the VisitDays Services:
(i) if any complaint based on such content is received;
(ii) if a notice of infringement of intellectual property rights is received;
upon order of a public authority; or
(iii) where VisitDays is made aware that the content, while being accessible via the VisitDays Website and/or the VisitDaysServices, may represent a risk for other users, third parties and/or the availability of the VisitDays Website and/or the VisitDays Service.
The removal, deletion, blocking or rectification of Your content shall not entitle You to any claims for compensation, damages or reimbursement.
You agree to hold VisitDays harmless from and against any claim asserted and/or damage suffered due to content you provide or provided through the VisitDays Website and/or theVisitDays Services.
7. Copyright Infringement/DMCA Notice
If You believe that any aspect of the VisitDays Website and/or the VisitDays Services violates Your or a third party’s copyright, please provide written notice (“DMCA Notice”) to VisitDays as set forth herein or otherwise provided by the Digital Millennium Copyright Act, as it maybe amended from time to time. The DMCA Notice must include (i) the signature of a person authorized to act on behalf of the owner of the copyright interest (“Copyright Owner”); (ii) a description of the copyrighted work that is believed to have been infringed upon; (iii) a description of precisely where the alleged infringing work is located on theVisit Days Website and/or in the VisitDays Services; (iv) the Copyright Owner’s mailing address, telephone number and email address; (v) a statement by the Copyright Owner that it has a good-faith belief that the disputed use is not authorized by the CopyrightOwner, its agent, or the law, or is not otherwise being conducted by another authorized owner or licensee of the work; and (vi) a statement by the CopyrightOwner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the Copyright Owner or is authorized to act on the Copyright Owner's behalf. The DMCA Notice should be immediately delivered to VisitDays by certified mail return receipt requested or by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Copyright Agent.” You acknowledge and agree thatYour failure to properly comply with the requirements of the law and/or this provision may make Your DMCA Notice invalid.
8. Service Accounts
You are responsible for maintaining the security and confidentiality of Your account credentials and taking reasonable steps to prevent unauthorized access to such account(including, without limitation, logging out when done using the VisitDaysServices or away from Your device).
You shall notify VisitDays immediately of any known or suspected unauthorized use of Your account, other user accounts, or any known or suspected breach of security of theVisitDays Website and/or the VisitDaysServices, including loss, theft, or unauthorized disclosure of Your password.
9. Usage Restrictions
You agree that You will not use the VisitDays Website and/or any of the VisitDays Services to:
A. Decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the VisitDays Website and/or the VisitDays Services are compiled or interpreted or the source code underlying the VisitDays Website and/or the VisitDays Services, and noting in these General Terms will be construed to grant You any right to obtain or authorize use of such code;
B. Reproduce, duplicate, copy or resell any part of the VisitDays Website and/or the VisitDays Services;
C. Allow third parties other than authorized users and visitors to gain access to the VisitDays Services;
D. Copy, translate, merge, adapt, vary, alter or modify, the whole or any part of the VisitDays Website, the VisitDaysServices or any content on it, except as necessary to use the VisitDaysServices as permitted in these General Terms and/or applicable Order Form;
E. Use the VisitDays Website and/or any of the VisitDays Services maliciously, by, without limitation, hacking into or inserting malicious code, such as viruses, or harmful data, into the VisitDaysWebsite, the VisitDays Services or any operating system;
F. Use the VisitDays Website and/or any of the VisitDays Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users, including, without limitation, by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the VisitDays Website, VisitDays Services and/or related content;
G. Access, collect, harvest or modify any information, content or data related to the VisitDays Website and/or theVisitDays Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions toor from the servers running the VisitDays Website and/or the VisitDays Services;
H. Access, search or create accounts for the VisitDays Website and/or the VisitDays Services by any means other than our publicly supported interfaces (including, without limitation, “scraping” or creating accounts in bulk);
I. Access without authority, interfere with, damage or disrupt any part of the VisitDays Website and/or the VisitDaysServices, any equipment or network on which the VisitDays Website and/or theVisitDays Services is stored, any software used in the provision of theVisitDays Services, or any equipment or network or software owned or used by any third party;
J. Use another user’s information (including, without limitation, email addresses) to contact them outside of the VisitDaysWebsite and/or the VisitDays Services without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for other users for use outside of theVisitDays Website and/or the VisitDays Services;
K. Impersonate someone else to create an account, create or use an account for anyone other than Yourself, permit anyone else to use Your account, or provide personal information for purposes of account registration other than Your own;
L. Use any of the VisitDays Website and/or the VisitDays Services to provide timesharing, subscription service, hosting, or outsourcing services;
M. Use the VisitDays Website and/or any of the VisitDays Services to violate any applicable laws, statutes, regulations or rules;
N. Upload, post, e-mail, text, transmit or otherwise make available (collectively, “Make Available”) any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,”or any other form of prohibited communication;
O. Make Available any content that is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable including, without limitation, any sexually explicit content;
P. Make Available any content that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Q. Make Available any content that promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
R. Make Available any content that is violent, threatening, harassing and/or or bullying, or promotes violence or actions that are threatening to any other person;
S. Make Available any content that promotes illegal or harmful activities;
T. Make Available any content that You do not have a right toMake Available under any law or under any contractual relationship;
U. Make Available any content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; and/or
V. Use the VisitDays Website and/or theVisitDays Services to collect data directly from children under the age of thirteen (13) years of age.
10. Termination;Suspension; Abuse of the VisitDays Website
In addition to VisitDays’ termination rights set forth in any applicable Order Form, VisitDays may restrict Your use or access to the VisitDays Services and/or the VisitDays Website, without compensation or notice to You, if VisitDays suspects, in its discretion, that You are (i) in violation of any of these General Terms; or (ii) engaged and/or engaging in illegal or improper use of the VisitDays Website and/or the VisitDays Services.
You further understand and agree that if Your membership account is suspended or terminated, You may not create a new membership account or use another membership account to avoid the restrictions or limitations.
11. Third Party Content/Linked Websites
VisitDays takes no responsibility for the communications or information contained in any advertisement submitted by third parties on the VisitDays Website and/orin connection with the VisitDaysServices (“ThirdParty Content”).The views expressed in any Third Party Content are merely those of the poster, advertiser and/or the respective third party and do not necessarily reflect the views of VisitDays or any person or entity affiliated with VisitDays. VisitDays has no obligation to screen or review in advance, nor is VisitDays responsible for screening, monitoring and/or reviewing Third Party Content.
In addition, You acknowledge and agree that VisitDays has no responsibility for the accuracy or availability of information provided by websites to which the the VisitDays Website may be linked and/or referred or displayed on the VisitDays Website (“Linked Websites”). Links to Linked Websites are provided as a convenience toYou, and do not constitute an endorsement by or association with VisitDays of such websites or the content, products, advertising or other materials presented on such sites. VisitDays does not author, edit or monitor theseLinked Websites. You acknowledge and agree that VisitDays is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Websites. If you access any Linked Websites, You do so at Your own risk.
12. VisitDays Website and/or VisitDays Services Maintenance
From time to time theVisitDays Website and/or the VisitDays Services may undergo maintenance or become unavailable due to unforeseen reasons (“Down Time”). You acknowledge and agree that VisitDays assumes no responsibility and shall not be liable for any loss or damage, including but not limited to loss of profits, anticipated revenue, savings or goodwill, or other economic loss arising out of or is in any way connected with the Down Time including, without limitation, any Down Time that occurs on any of the VisitDays Services.
13. Indemnification
You agree to indemnify, hold harmless and defend VisitDays, its affiliates, and any members, shareholders, directors, officers, employees or agents (collectively, the “VisitDaysParties”) of any of the foregoing with respect to an claim, demand, cause of action, debt, liability, damages, costs or expenses including, without limitation, reason able attorneys’ fees and expenses of the VisitDays Parties’ selected attorneys, directly or indirectly relating to: (i) any failure by You to comply with theseGeneral Terms or Order Form; (ii) Your use of the VisitDays Website and/or theVisitDays Services; and/or (ii) any act or omission or willful misconduct byYou that results in a claim for breach of any representations or warranties or covenants made herein against any of the VisitDays Parties.
14. DISCLAIMER OF WARRANTIES
The VisitDays Website and the VisitDays Services are provided for general information and entertainment purposes only. They do no offer advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtain through the VisitDays Website and/or any of the VisitDays Services.
YOU EXPLICITLY AGREE THAT THE USE OF THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES IS AT YOUR OWNAND SOLE RISK. THE VISITDAYS SERVICES,THE VISITDAYS WEBSITE AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED "ASIS” AND ON AN “AS AVAILABLE” BASIS.
VISITDAYS DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES AS TO THE FUNCTIONALITY, SECURITY, QUALITY,FITNESS, TRUTH, ACCURACY, CURRENCY, RELIABILITY, WHOLENESS AND/OR COMPLETENESS OF THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES AND/OR THAT THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES WILL BE FREE FROM ERRORS,DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY VISITDAYS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NEED CERTAIN NETWORKING CAPABILITIES, BANDWIDTH AND HARDWARE TOUSE THE VISITDAYS SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL HARDWARE, SOFTWARE, INTERNET CONNECTIVITY AND BANDWIDTH REQUIRE TO REACH THE VISITDAYS SYSTEMS TO GAIN ACCESS TO THE VISITDAYS SERVICES.
TheVisitDays Website and/or the VisitDays Services may be modified or discontinued at any time with or without reason and with or without notice to you, without liability to you or any third party. Furthermore, the VisitDays Website, theVisitDays Services and/or VisitDays does not make any representations and/or warranties as to the results that may be obtained from the use of the VisitDaysWebsite and/or the VisitDays Services. You also understand and agree that any material and/or data downloaded or otherwise obtained through the use of theVisitDays Website and/or the VisitDays Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. You understand that VisitDays cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties.
Some jurisdictions do not allow the elimination of certain warranties, so some of the above exclusions may not apply to you. However, this shall be limited and only those prohibited by that jurisdiction shall be excluded and severed from the remainder of the other warranties, limitations and exclusions which shall remain in full force and effect to the maximum extent permitted by law.
15. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OFYOUR ACCESS TO AND USE OF THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES REMAINS WITH YOU. VISITDAYS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES,OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE GENERAL TERMS; (II) THE USE OF OR INABILITY TO USE THE VISITDAYS WEBSITE AND/OR ANY OF THE VISITDAYS SERVICES; (III)ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES; (IV) ANY AND ALL USES OF ANYOF THE VISITDAYS WEBSITE AND/OR THE VISITDAYS SERVICES; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE VISITDAYS WEBSITE AND/OR VISITDAYS SERVICES, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VISITDAYS HAS BEEN INFORMED OF THE POSSIBILITY OFSUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL VISITDAYS’ AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH VISITDAYS, THESE GENERAL TERMS, ANY APPLICABLE ORDER FORM, YOUR USE OF THE VISITDAYS WEBSITE AND/OR ANY OF THE VISITDAYS SERVICES, EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO VISITDAYS IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OFTHE BASIS OF THE BARGAIN BETWEEN VISITDAYS AND YOU.
THE ABOVE LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY CLAIMS FOR ACTUAL DAMAGES RESULTING FROM VISITDAYS’ BREACH OF THESE GENERAL TERMS CAUSED BY ITS GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR FRAUD. IF YOU ARE A RESIDENT OF THE UNITED KINGDOM, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT VISITDAYS’ LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE (AS SUCH TERMIS DEFINED BY THE UNFAIR CONTRACT TERMS ACT 1977); OR FRAUD; OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER; OR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER UK LAW.
16. Attorneys’ Fees
If VisitDays or any of theVisitDays Parties undertake any action to enforce these General Terms, such party will be entitled to recover from You, and You hereby agree to pay, any and all attorneys’ fees and any costs of litigation, in addition to any other relief at law or in equity to which such party may be entitled. In such event, VisitDays shall be entitled to recover all costs including both actual pre-judgment and post-judgment attorneys’ fees and costs, involved directly or indirectly in its enforcement efforts, whether or not it does so through institution of formal legal proceedings.
17. Governing Law
These General Terms will be governed by and construed in accordance with the laws of State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.
18. Jurisdiction
Unless as otherwise set forth in an applicable Order Form, the Parties submit to the exclusive jurisdiction and venue of the state and federal courts of State of New York(with venue in New York County) for any action, proceeding or investigation in any court or before any governmental authority for actions arising out of or relating to these General Terms, the VisitDays Website and/or any of theVisitDays Services.
19. CLASS ACTION WAIVER
THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER INANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BYLAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE INANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
20. Assignment
VisitDays may freely assign its rights and obligations in and to these General Terms. You acknowledge thatYou may not assign, transfer or sell Your rights or obligations under theseGeneral Terms without VisitDays’s advance written consent, which may be unreasonably withheld. Any purported assignment in violation hereof shall be null and void and of no force and effect, and furthermore shall constitute a breach of theseGeneral Terms.
21. Severability
One or more provisions of these General Terms may be legally prohibited or otherwise unenforceable in certain jurisdictions and not others. In such event, these General Terms shall be construed in a manner that is consistent with prevailing law in the jurisdiction in which it is enforced. Therefore, if any provision of theseGeneral Terms are prohibited or otherwise unenforceable in a jurisdiction where it is being enforced, (i) it shall nevertheless be enforced to the fullest extent allowed by that prevailing law; and (ii) all other provisions of theseGeneral Terms shall remain in full force and effect and shall not be invalidated or rendered unenforceable.
22. No Third Party Beneficiaries
These General Terms are not intended to be for the benefit of, and shall not be enforceable by any unaffiliated third party, except as may be specifically provided herein.Nothing herein, express or implied, is intended to or shall confer on any third-party any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of these General Terms, any applicableOrder Form or otherwise set forth in the VisitDays Website and/or the VisitDaysServices, except as may be specifically provided herein. These General Terms shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms herein.
23. No Waiver
VisitDays’ failure to assert any right or provision under these General Terms and/or any applicable OrderForms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
24. Notices
All notices or other communications to VisitDays, if any, that are to be given under these GeneralTerms must be in writing, which shall be delivered to the address set forth below by way of either personal delivery, certified mail, return receipt requested, two-day mail or overnight mail by a commercial carrier. Notices toVisitDays shall be deemed given only upon receipt. Notices to VisitDays shall be addressed as set forth below unless it changes the address in writing by updating these General Terms.
The address for giving notice to VisitDays is as follows:
VisitDays Corp.
228 Park Avenue S
Suite 17166
New York, New York 10003
Notices to You shall be provided by VisitDays via email or any other address which VisitDays reasonably believes to be associated with you. Notice shall be deemed effective upon delivery of the same by VisitDays. Moreover, and without limiting the foregoing, by using the VisitDays Website and/or any of the VisitDays Services,You acknowledge and agree that You are communicating with VisitDays electronically, and consent to receive communications from VisitDays electronically. VisitDays may communicate, and provide effective notice to You, by sending You emails or by posting notices on the VisitDays Website and/or theVisitDays Services. You acknowledge and agree that all agreements, notices, disclosures and other communications that VisitDays may provide to You electronically is effective; satisfies any legal requirement that such communication be in writing; and shall be deemed delivered to You.
25. How to Contact Us Informally
If You have questions about the General Terms, please contact us using the contact details below for further assistance:
VisitDaysCorp.
228 Park Avenue S
Suite 17166
NewYork, New York 10003
legal@visitdays.com
TelephoneNumber: (888) 508-1115
Additional District Terms
If You are a District or an Institution, You acknowledge and agree that by accessing and/or using the VisitDays Website and/or any of the VisitDays Services, You agree to be bound by these Additional District Terms. As used herein, the term “General Terms” shall include the Additional DistrictTerms.
If accepting these GeneralTerms on behalf of the District, You represent and agree that: (i) You have the legal authority to bind the District to these General Terms; (ii) You have read and understand these General Terms; and (iii) the District and/or any Authorized District User (as defined below) is solely responsible for providing any legally required notices and obtaining any necessary permissions to use and share information in the VisitDays Services and providing any legally required means for a parent or legal guardian to review or correct any student data including, without limitation, the Student Personal Information and FERPARecords (as those terms are defined herein). As used herein, the term “AuthorizedDistrict User” shall mean any individual who is an employee of a District, authorized, by virtue of such individual’s relationship to, or permissions from, the District to access the VisitDays Service pursuant to the District’s rights under these GeneralTerms.
If You are a District, the Authorized District User is responsible for (i) creating Student accounts and(ii) providing all required notices and obtaining all necessary rights, permissions, or consents to access, monitor, use, or disclose any information, including Student Personal Information, from accounts of other users. As between VisitDays and the District, the District is responsible for any activities, including any violation of these general Terms, that occur under aDistrict account, an Authorized District User account, and any user accounts created by the District and/or the Authorized District User account. The District shall notify VisitDays immediately of any known or suspected unauthorized use of your account or any other user accounts or any known or suspected breach of security of theVisitDays Website and/or the VisitDays Services.
For Districts subject to United States federal law, VisitDays acknowledges that data from Student users may include “personally identifiable information” (“Student PersonalInformation”)from “education records” that are subject to Family Educational Rights andPrivacy Act (“FERPA”) (“FERPA Records”). To the extent thatVisitDays receives FERPA Records in providing the VisitDays Services, theDistrict and VisitDays agree that VisitDays functions as a “school official” with a “legitimate educational interest” in the District’s/Institution’s Student’sEducation Records pursuant to FERPA regulation 34 CFR § 99.31(a)(1), or if applicable, is acting under another applicable FERPA exception listed underFERPA regulation 34 C.F.R. § 99.31(a)(1), such as the “directory information” exception.With respect to FERPA Records, VisitDays will maintain its status as a “SchoolOfficial” and acknowledges that a failure to do so may result in a termination of these General Terms. As between theDistrict and VisitDays, the District owns and controls all Student PersonalInformation, including but not limited to FERPA Records, provided in theVisitDays Services, whether provided by the District/, another user, or any other third-party.
The limitations set forth inhere in shall not apply to any information which VisitDays receives or that is provided to the VisitDays Services pursuant to consent of Student user’s parent and/or legal guardian or consent of a Student user who is at least eighteen(18) years of age or the age of majority in such user’s jurisdiction of residence. To the extent permitted by law, nothing contained herein shall be construed as precluding either party from releasing such information to the other so that each can perform its respective responsibilities.
Additional Institution Terms
If You are an Institution,You acknowledge and agree that by accessing and/or using the VisitDays Website and/or any of the VisitDays Services, You agree to be bound by (i) theseAdditional Institution Terms; and (ii) any terms set forth in any separate order form(s) executed by both VisitDays and You in connection with the VisitDaysServices (each an “OrderForm”), if applicable. As used herein, the term “GeneralTerms” shall include the Additional Institution Terms. In the event of any conflict or inconsistency between these General Terms and/or the terms set forth in any applicable OrderForm, the Order Form shall control.
If accepting these GeneralTerms on behalf of the Institution, You represent and agree that: (i) You have the legal authority to bind the Institution to these General Terms; (ii) You have read and understand these General Terms and any accompanying OrderForm(s); and (iii) the Institution and/or any Authorized Institution User is solely responsible for providing any legally required notices and obtaining any necessary permissions to use and share information in the VisitDays Services and providing any legally required means for a parent or legal guardian to review or correct any student data including, without limitation, the Student PersonalInformation and FERPA Records (as those terms are defined herein). As used herein, the term “AuthorizedInstitution User”shall mean any individual who is an employee of an Institution or such other person or entity as may be authorized by an Order Form (i.e., a third party providing services to Institution), authorized, by virtue of such individual’s relationship to, or permissions from, the Institution, to access the VisitDaysService pursuant to the Institution’s rights under these General Terms and any applicable Order Form.
In addition, by subscribing to the VisitDays Services, You warrant and represent that You are either: (i) aTitle IV eligible and accredited U.S. college, university, and/or other postsecondary institution and program that offer undergraduate curricular study leading to a degree or diploma; or (ii) an international college, university and/or other postsecondary institution that offer academic degrees or diplomas sanctioned by the country's Ministry of Higher Education or by a U.S.accrediting association.
For Institutions subject toUnited States federal law, VisitDays acknowledges that data from Student users may include “personally identifiable information” (“Student PersonalInformation”)from “education records” that are subject to Family Educational Rights andPrivacy Act (“FERPA”) (“FERPA Records”). To the extent thatVisitDays receives FERPA Records in providing the VisitDays Services, theInstitution and VisitDays agree that VisitDays functions as a “school official”with a “legitimate educational interest” in the District’s/Institution’sStudent’s Education Records pursuant to FERPA regulation 34 CFR § 99.31(a)(1),or if applicable, is acting under another applicable FERPA exception listed under FERPA regulation 34 C.F.R. § 99.31(a)(1), such as the “directory information” exception. With respect to FERPA Records, VisitDays will maintain its status as a “School Official” and acknowledges that a failure to do so may result in a termination of these General Terms and any applicable OrderForm. As between the Institution andVisitDays, the Institution owns and controls all Student Personal Information, including but not limited to FERPA Records, provided in the VisitDays Services, whether provided by the Institution, another user, or any other third-party.
The limitations set forth in herein shall not apply to any information which VisitDays receives or that is provided to the VisitDays Services pursuant to consent of Student user’s parent and/or legal guardian or consent of a Student user who is at least eighteen(18) years of age or the age of majority in such user’s jurisdiction of residence. To the extent permitted by law, nothing contained herein shall be construed as precluding either party from releasing such information to the other so that each can perform its respective responsibilities.
Subject to a valid OrderForm and the Institution’s compliance with these General Terms and the OrderForm, VisitDays hereby grants the Institution a non-exclusive, non-transferable, revocable and limited license to use the Higher Ed Enterprise Solution and/or the Higher Ed Enterprise License, as set forth in the applicable Order Form, for the subscription period set forth in the Order Form (“Access Term”). The Institution may not use the the Higher EdEnterprise Solution and/or the Higher Ed Enterprise License and/or any underlying tools including, without limitation, VisitDays Mobi or VisitDaysConventions for any other purpose without VisitDays’ prior written consent, and nothing in these General Terms or applicable Order Form shall be deemed to grant the Institution any right, title or interest in any of the software tools in connection with the Higher EdEnterprise Solution and/or the Higher Ed Enterprise License including, without limitation, the VisitDays Mobi or VisitDays Conventions.
If You are an Institution that has ordered the Higher Ed Enterprise Solution and/or Higher Ed EnterpriseLicense, as confirmed in a valid Order Form, the Institution retains all right, title and interest in and to any content provided by the Institution through the Higher Ed Enterprise Solution and/or Higher Ed Enterprise License including, without limitation, any data, text or images for use in connection with scheduling visits and information about tour guides (“InstitutionContent”). VisitDays acknowledges that it neither owns nor acquires any additional rights in and to the Institution Content not expressly granted by these General Terms and/or applicable Order Form. VisitDays further acknowledges that the Institution retains the right to use theInstitution Content for any purpose in the Institution’s sole discretion.Subject to the foregoing, the Institution hereby grants to VisitDays anon-exclusive, non-transferable right and license to use the InstitutionContent during the Access Term for the limited purposes of performing VisitDays’ obligations under these General Terms and applicable Order Form. The Institution represents and warrants that it has all necessary rights to provide the Institution Content to VisitDays and allows VisitDays to use such Institution Content as contemplated by theseGeneral Terms and applicable Order Form.