TERMS OF USE
Effective Date: July 31, 2023
Last Updated: July 31, 2023
The following Terms of Use (the “Terms of Use” or “Terms”) are between you and Navengage Education Technologies Inc. (“Navengage” or “our” or “we” or “us”) and govern your use of the website located at https://www.navengage.com/ (the “Site”), the Navengage mobile application and website application (collectively, the “App”), and any content, products, or services made available from or through the Site or the App (together with the Site and the App, the “Services”).
PLEASE READ THESE TERMS CAREFULLY. BY USING THE SERVICES AND/OR ACCEPTING THESE TERMS BY CLICKING “I ACCEPT” OR SIMILAR ATTESTATION, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST EXIT THE SERVICES IMMEDIATELY AND DISCONTINUE ANY USE OF THE SAME.
1. Your Acceptance of These Terms
These Terms between you and Navengage govern your access to and use of the Services. Your use of the Services signifies your acceptance of these Terms and constitutes a legally binding agreement between you and Navengage. Navengage may modify these Terms at any time and will post the modified Terms on the Site. Any modification is effective immediately upon posting. Your continued use of the Services will be conclusively deemed to signify your acceptance of such modifications.
2. The App
The App is a personalized engagement mobile application which allows student users to set goals, find opportunities that match their interests, and meet like-minded individuals on campus.
3. Subscription Terms
You can purchase access to the App as a yearly subscription (“Subscription”). If you purchase a Subscription, you shall pay all fees when due and are responsible for providing complete and accurate billing information to us. If you purchase a Subscription via credit card or other electronic means, you authorize us to charge such fees using your selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable. Where you designate use of a third-party payment processor network, you will be responsible for payment of all associated fees and charges. You are responsible for all sales, use, value added or other taxes of any kind other than taxes based on our net income.
Each Subscription period renews automatically for an additional period equal in length to the expiring Subscription period unless you cancel your Subscription no later than thirty (30) days prior to the expiration of the then current Subscription period. If you cancel your Subscription, you will not receive a refund for the fees you already paid for your current Subscription period and you will continue to receive access to the Subscription ordered until the end of your current Subscription period. We reserve the right to change our pricing terms for Subscriptions or any other portion of the Services at any time and will notify you in advance of any such change. Changes to the Subscription pricing terms will only apply for Subscription renewals; if you do not agree to such changes, you may choose not to renew your Subscription.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
4. Intellectual Property
With the exception of User Content, the Services and their entire contents, features, and functionality, including trademarks, service marks, images, descriptions, any and all related technology and any modifications, enhancements or derivative works thereof (collectively, “Navengage Materials”) are the property of Navengage, its licensors, or other providers of such material, and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. As between you and Navengage, Navengage retains all right, title and interest, including all intellectual property rights, in and to the Navengage Materials.
Subject to your compliance with these Terms, Navengage grants you a limited, non-exclusive, non-sublicensable, non-transferable, right to access and use the Services solely for your personal use. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by Navengage. Except as expressly permitted by these Terms, you will not use, copy, reproduce, distribute, modify, adapt, create derivative works of, display, publicly perform, transmit, broadcast, sell, license or in any way exploit the Navengage Materials in whole or in part.
If you provide Navengage any feedback or suggestions regarding your use of the Services, including for improving the Services (“Feedback”), you hereby assign to Navengage all right, title, and interest in such Feedback and agree that Navengage is free to use such Feedback in any manner it deems appropriate. To the extent the foregoing assignment is not permitted by applicable law, you hereby grant to Navengage a perpetual, irrevocable, transferable, fully paid up, royalty free, sublicensable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose, including to make and sell products and services. Navengage will treat any Feedback you provide to Navengage as non-confidential and non-proprietary.
5. Additional Obligations & Restrictions on Use
To access the App, you may be asked to sign up for an account, select a password and username, and provide certain registration details or other information (“Credentials”). You agree to provide us information that is correct, current, and complete. You are responsible for protecting the confidentiality of your Credentials. Navengage is not responsible or liable for any loss or damage resulting from unauthorized use of your Credentials.
You agree that you will not: (i) copy, modify, translate, patch, improve, or create any derivative works of the Services, or any part thereof; (ii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services, or any part thereof; (iii) circumvent technical or security measures used in conjunction with the Services; (iv) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any other product or service, unless you obtain Navengage’s express prior written consent to do so; (v) forge headers, misrepresent your identity or otherwise manipulate identifiers in order to deceive others or disguise the origin of any User Content transmitted to or via the Services; (vi) collect, store, publish, post, sell, transmit or disclose personal data about other Users of the Services unless expressly authorized by such other Users to do so; (vii) harvest or otherwise collect information about other Users of the Services without their consent; (viii) alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Services, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices; (ix) use the Services for competitive purposes, including to develop or enhance a competing service or product; or (x) violate any applicable state, national or international law or regulation or the rights of third parties, including intellectual property laws and third-party rights with respect thereto.
You further agree that you will not use the Services (xi) to post, list, or upload inappropriate content or items; (xii) to impersonate or attempt to impersonate Navengage, a Navengage employee, another user, or any other person or entity; (xiii) if you are unable to form legally binding contracts or are suspended, temporarily or permanently, from using the Services; or (xiv) if you are prohibited from doing so under economic, trade, or other sanctions.
6. User Content
By submitting, uploading, transmitting or making available through the Services any of your data and materials (“User Content”), you represent and warrant that (i) you own or have all rights necessary to submit, upload, transmit or make available such User Content and otherwise use it for your intended purpose; and (ii) the User Content you submit, your use of such User Content, and our use of such User Content, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; and (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation. You agree that you will not post content that is false, deceptive, inaccurate, misleading, defamatory, obscene, threatening, libelous, or that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability. You further agree that you will not post content that consists of or contains software viruses, political campaigning, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages.
You are solely responsible for your User Content and assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. Navengage takes no responsibility and assumes no liability for any User Content posted by you or any third party. Any User Content you post will be considered non-confidential. Navengage has the right but not the obligation to monitor and edit or remove any User Content.
By making any User Content available through the Services you hereby grant to us a non-exclusive, transferable, sub-licensable, worldwide, perpetual, irrevocable, paid-up, royalty-free license to use, copy, modify, aggregate, create derivative works based upon, distribute, publicly display, publicly perform, distribute and otherwise fully exploit your User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including, without limitation, to promote and redistribute part or all of the Services in any media and through any media channels, including after the termination of your account or the Services. Without
You additionally grant to Navengage a nonexclusive, worldwide, paid-up, royalty-free, perpetual and irrevocable right and license to de-identify all User Content and create derivative works of the de-identified data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the data set and such derivative works in any technology now existing or later developed. Subject to your sole continuing ownership of the User Content, Navengage shall own all such de-identified data sets, and all products, solutions and services that it creates using the data sets, and all of the intellectual property rights embodied in and related to the data sets and such products, solutions and services.
You also hereby grant each user of the App a non-exclusive, perpetual license to access your User Content through the App, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. You hereby irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content.
7. Usage Information.
During registration or activation of the App, and then on a regular basis, the App will send to Navengage information about the App and your use of the App ("Usage Information"). This Usage Information helps prevent the unlicensed or prohibited use of the App and also assists Navengage in offering you other features and services.
8. Termination of Access & Use
You agree that Navengage, in its sole discretion and without notice or other obligation to you, may terminate, change, suspend or discontinue any aspect of the Services at any time and that we may suspend or terminate your access to and use of the Services if we believe that you are in breach of our Terms or applicable law, or for any other reason without notice or liability.
Upon termination of these Terms of Use, your right to use the Services and Navengage Materials will immediately terminate. Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination, including, without limitation, Section titled “Intellectual Property,” “Termination of Access & Use”, “User Content and User Data,” “Privacy Policy”, “Disclaimer of Warranties”, “Limitation of Liability”, “Dispute Resolution”, “Governing Law,” “Indemnification,” and “Miscellaneous.”
9. Eligibility & Access Outside of the United States
You represent and warrant that you are of legal age to form a binding contract with Navengage and are not barred from using the Services by the laws of the United States or the country in which you reside. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Navengage makes no claims that the Services or any of its content are appropriate or may be downloaded or accessed outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If you use the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
10. Privacy Policy
For information on our data and information collection, disclosure and use practices, please read our Privacy Policy located at https://www.navengage.com/privacy-policy. You acknowledge and understand that Navengage’s use of the data we collect and your personally identifiable information will be in accordance with the Privacy Policy. By using the Services, you consent to the privacy policies set forth in the Privacy Policy.
11. Copyright Policy
If you believe that any content posted on the Services violates your copyright, please email dan@navengage.com.
12. Third-party Products
The Services may include links to third-party websites, products and services that we do not control or operate (each, a “Third-Party Product”). We are not responsible for any information, content, advertising, products, services or other materials on any Third-Party Product, and the presence of such links does not constitute our endorsement, approval or sponsorship of any Third-Party Product. If you choose to link to any Third-Party Product, you are doing so at your own risk, and you will be subject to the terms of use of that Third-Party Product. Therefore, before interacting with any Third-Party Product, you should consult the legal terms governing the use of such Third-Party Product. We expressly disclaim any and all liability resulting from your use of any Third-Party Product, and you hereby release and hold us harmless from any and all liability arising from your use of any Third-Party Product.
13. Disclaimer of Warranties
YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAVENGAGE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UPTIME OR UNINTERRUPTED ACCESS AND AVAILABILITY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.
NAVENGAGE MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NAVENGAGE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY INFORMATION ACCESSIBLE VIA THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ASSUME ALL RISKS FOR YOUR USE OF OR RELIANCE ON THE SERVICES OR ANY INFORMATION ACCESSED VIA THE SERVICE
NAVENGAGE IS NOT RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS OF ANY USER OF THE SERVICES. NAVENGAGE WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN USERS AND EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE SERVICES.
14. Limitation of Liability
NEITHER NAVENGAGE NOR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, LICENSORS OR REPRESENTATIVES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (EVEN IF NAVENGAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, TORT, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, INABILITY TO USE, OR RELIANCE ON THE SERVICES OR ANY PERFORMANCE UNDER THESE TERMS, INCLUDING A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR USER ACCOUNT. TO THE EXTENT THAT ANY COURT OF COMPETENT JURISDICTION RENDERS JUDGMENT AGAINST NAVENGAGE, NOTWITHSTANDING THE FOREGOING, NAVENGAGE’S LIABILITY IN CONNECTION WITH YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE GREATER OF 1) THE AMOUNT PAID BY YOU IN CONNECTION WITH SUCH USE IN THE ONE (1) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY, OR 2) ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15. Dispute Resolution
In the event of any controversy, dispute or claim arising out of or related to your use of the Services or their content, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association. Arbitration shall take place in the Commonwealth of Pennsylvania. Notwithstanding the parties’ agreement to settle any disputes by arbitration, Navengage may bring a claim for injunctive relief in any appropriate state or federal district court located in the Commonwealth of Pennsylvania. The parties consent to the personal jurisdiction of such courts and to the sole venue therein only for such purposes. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR USE OF THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
16. Governing Law
These Terms and the relationship between you and Navengage will be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws of any jurisdiction. All parties to these terms of use waive their respective rights to a trial by jury.
17. Indemnification
You shall indemnify, defend and hold harmless Navengage and its affiliates, service providers, licensors, and their respective officers, directors, employees, contractors and agents from and against any and all claims, actions, damages, obligations, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, costs of collection and other costs of defense, arising out of or relating to your (i) use of the Services or Navengage Materials, (ii) User Content, (iii) violation of these Terms, or (iv) violation of appliable laws.
18. Notice
Any notices shall be given by email to you at the last known email address provided to Navengage and, in the case of Navengage, to dan@navengage.com. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid or that the message was otherwise returned as undeliverable. Such emails shall satisfy any legal requirement that communications be made in writing.
19. Miscellaneous
These Terms are personal to you. You will not assign or otherwise transfer any rights or obligations under these Terms without the prior written consent of Navengage. If any provision of these Terms is held to be invalid, illegal or unenforceable under applicable law, then the invalid, illegal or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect. These Terms, the Privacy Policy, and the Copyright Policy constitute the entire agreement between you and us with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, whether oral or written, between us and you with respect to the same.