TERMS OF USE AGREEMENT

Ellucian created the Customer Center and Partner Community websites to provide a forum where current Ellucian clients or partners (the Institution) and employees, consultants, and agents working on their Institution’s behalf (You or Your) and Ellucian software experts, developers, users, and other interested parties (each, a User and collectively, Users) may share information and engage in conversation threads and collaborate around Ellucian’s products and services. Any references herein to “You” or “Your” shall include Your Institution. “Services” is defined as the Customer Center, Partner Community, Content (defined in Section 6), and any forums, wikis, blogs or services provided on the Customer Center or Partner Community. As a licensee of certain software products owned or licensed for use by Ellucian or an Ellucian affiliate under one or more agreements (Ellucian Software), Institution wishes for You to participate in the Services.

By accessing and/or using Services, You represent and warrant that (i) Your Institution has a current License Agreement (as defined in Section 1) and (ii) You have the authority to act on behalf of and bind Your Institution to the terms of this Terms of Use Agreement (TOU). By accessing or using the Services, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use the Services without a separate written acknowledgement from Ellucian permitting Your use.

1. Acceptance of Terms. 
Unless otherwise agreed to in a separate signed writing, Your access and use of the Services are subject to (a) the software license, services and/or maintenance agreement (as applicable) separately entered into between Your Institution and the Ellucian company with which Your Institution has its latest agreement for such software, services and/or maintenance (License Agreement); (b) this TOU and (c) the Acceptable Use Policy attached hereto as ATTACHMENT 1 (the AUP). Additionally, Your use of the Services may be subject to additional disclaimers, legal notices, “click-thru” agreements, or other legal agreements required by third party vendors (Third Party Vendors) or that are solution-specific as related to Ellucian products (collectively, Additional Legal Terms), which may be posted on the Services or otherwise agreed by You and Ellucian where applicable. This TOU and the applicable Additional Legal Terms (together Controlling Terms) form a legally binding agreement between You and Ellucian regarding Your access and use of the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control.

2. Changes, Notices and Termination. 
Ellucian reserves the right to make changes to this TOU and to modify, change, suspend, discontinue or terminate any part or all of the Services, at any time. Ellucian may notify You of any changes to this TOU or the Services when You visit the Services, via email, or by updating the TOU which can be viewed here. Changes to the TOU will be effective when posted. Your access and use of the Services means that You agree to the Controlling Terms then in effect. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of the Services or any other Users computer system, or if You transmit or upload Content in violation of applicable export and import laws, Ellucian may be required to make a report to the relevant authorities. In the event You are in material breach of these TOU, Ellucian may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of the Services. Ellucian may remove any submission posted on the Services at Ellucian’s sole discretion. Ellucian shall not be liable to You, Your Institution or any third party for any termination or change to the Services and its Content. If you submit any information that is confidential or proprietary of a third party without that third party's permission, or, if you transmit or upload anything that is intended to infect, corrupt or otherwise disrupt the operation of the Services or any other user’s computer system, or if you transmit or upload anything in violation of applicable export and import laws, Ellucian may report you to the relevant authorities to ensure you are held accountable to the fullest extent of applicable laws.

3. Confidential Information.
A. Except for websites within the Services which are clearly identified as non-public forums (each a Private Forum), the Services are intended to be a public forum with respect to authorized Users and You agree not to provide Ellucian or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Any Content that You send or upload to the Services will be deemed NOT confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such uploaded Content. Ellucian shall not be liable for the disclosure of any confidential information that is shared on the Services.
B. Any Confidential Information provided to You via access through the Services in any form shall be treated as Confidential Information in accordance with Your License Agreement. As used herein, Confidential Information shall mean all trade secrets and other information or Services which Ellucian or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a restricted area of the Services, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure.

ALL UPLOADS AND POSTINGS BY YOU INTO THE SERVICES, WHETHER INTO A PUBLIC FORUM OR PRIVATE FORUM, SHALL BE AT YOUR OWN RISK AND ELLUCIAN TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED AND POSTED INFORMATION BY ANY OTHER USER OF THE SERVICES.

4. Your Information, Privacy, and Data Protection. 
You are solely responsible to provide Ellucian with Your complete, true, and current User information and to keep Your User information accurate and up to date. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You acknowledge that because Ellucian is a global company, Your information (including personal information to extent provided by You) and utilization data may be monitored, collected, stored, processed, shared in the United States or any other country in which Ellucian and its affiliates and agents maintain facilities or personnel and used by Ellucian or a third party vendor (i) in order to permit your use of the Services; (ii) as needed to improve Services, (iii) as necessary to provide Services; and (iv) for our business purposes, such as data analysis, audits, fraud monitoring and prevention, developing new products, services and offerings, enhancing, improving or modifying our products and services, and operating and expanding our business activities. You further acknowledge that Ellucian may use, store, process, modify, reproduce, display, perform, distribute, disclose and otherwise exploit in any manner Aggregated Data for Ellucian’s business purposes, including disclosure within its public statements and marketing materials describing and/or promoting Ellucian and/or the software. “Aggregated Data” means any data obtained or generated by Ellucian, including data pertaining to the Services, Ellucian’s systems and software, and the use of any of the foregoing, and includes data derived from customer data, which in all instances (i) does not identify any individual and (ii) is not attributed or attributable to Client. Aggregated Data includes data that has been combined into databases which include third party data. All data treatment shall remain subject to the “Ellucian Privacy Statement” available at http://www.ellucian.com/Privacy/ and other applicable legislation. In addition, the privacy policy of each applicable Third Party Vendor shall control each Third Party Vendor’s treatment of Your User information. Collection and processing of such personal information will be treated in compliance with Ellucian’s Privacy Statement and other applicable legislation. You agree that Ellucian may access, preserve and disclose Your account information, other personal information and/or Content if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that any Content violates the rights of third parties or (iii) protect the rights, property or personal safety of Ellucian, Users, and the public.

5. Copyright Policy. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may infringe the copyright holder’s rights. You agree that You will not use the Services to infringe the Intellectual Property Rights of Ellucian or others in any way. You will not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Ellucian Software, third party software, or any Content accessed on the Services. As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Ellucian respects the intellectual property of others, and we ask our users to do the same. Ellucian may, in appropriate circumstances and at its discretion, terminate the access/accounts of users who infringe the Intellectual Property Rights of others. If You believe that Your work has been copied in a way that constitutes copyright infringement or any other violation of Your rights, please provide Ellucian's Copyright Agent the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that You claim has been infringed or material which otherwise violates Your rights;
• a description of where the material that You claim is infringing/violating is located on the site;
• Your address, telephone number, and email address;
• a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

For notice of claims of copyright infringement on the Services, You can reach Ellucian's Copyright Agent as follows:

Copyright Agent
Assistant General Counsel
Ellucian Company LLC
4 Country View Road, Malvern, PA 19355
[email protected]

6. Responsibility for Links and Content
The Services may contain links to external websites and information provided on such external websites by Ellucian partners and third-party service providers. Ellucian shall not be responsible for the content of any linked website, or any changes or updates to such sites, nor shall Ellucian be responsible for the privacy practices or Terms of any Third Party Vendor. You further agree that Ellucian shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked website or the Services. Any Ellucian Software, product information or documentation, software codes, software downloads, training, community forums, article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the Services (any Content), whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. Ellucian is not responsible for the privacy practices, content or Third Party Vendor terms.

7. Intellectual Property Rights; License Grant
Ellucian grants You a limited, non-exclusive, non-transferable, freely revocable license to use the Services for Your own internal and non-commercial use. Subject to any licenses You grant to Ellucian pursuant to this TOU, and except as otherwise agreed between You and Ellucian, You shall retain ownership of all Intellectual Property Rights in and to the Content provided by You on the Services to the extent You are the owner or holder of the Intellectual Property Rights. All Intellectual Proprietary Rights to any Ellucian Software and the Services shall remain with Ellucian.

The Services are intended to benefit the Services Users, and to facilitate Ellucian’s ability to improve Ellucian’s products and services for the Ellucian user community generally, and the Services community in particular. To help facilitate this intention, You agree that, by transmitting or uploading Content to the Services You grant Ellucian a perpetual, unlimited, irrevocable, royalty-free, worldwide license to use, reproduce, adapt, modify, distribute, license, and create derivative works of the Content. You represent and warrant to Ellucian that You have the right, title, and/or authority to grant such license to Ellucian. You acknowledge that the license rights You grant to Ellucian survive termination of this TOU and Your account.

If Ellucian elects to post or publish the Content, Ellucian may in its sole discretion elect to withdraw the posted or published information for any reason and without notice. Similarly, You are under no obligation to post any Content on the Services. You and Ellucian agree that comments or information posted in the Services (Postings, and the person or entity making such Posting being the Posting Person) will not be used for marketing or advertising purposes without explicit written permission from the Posting Person. If you wish to share any Content that comprises Your tangible work product, You may do so through the Services Community Code Sharing. Material that is submitted to the Services Community Code Sharing (Community Code Sharing) may also be used by Services Users under a license to use, reproduce, adapt, modify, license and create derivative works of the Content within Services Users only.

8. International Use and Export Compliance Prohibited Content related to Encryption. Access and use of the Services, its Content, software and any related services are subject to the export and import laws of the United States and other countries. You may not access, post, download, use or export the Content or the Services or any other part of the Services in violation of U.S. export laws or regulations (including without limitation the Export Administration Regulations (“EAR”) of the U.S. Commerce Department’s Bureau of Industry and Security; the International Traffic in Arms Regulations (“ITAR”) of the U.S. State Department’s Directorate of Defense Trade Controls, and the economic sanctions regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or in violation of any other applicable laws or regulations. In this regard, you understand and agree that the posting of any Content to or transmitting Content from the Services may constitute, without limitation, an export of such Content outside the United States, and an import of the Content into another jurisdiction. As such, you represent and agree that any submission by you, in its then-current form when posted or otherwise contributed to the Services, is: (1) lawfully exportable outside the United States (and every other applicable jurisdiction, as applicable); and (2) lawfully importable into every other applicable jurisdiction without any further action by anyone. Without limitation, this means that prior to your submission to Customer Center, you have obtained all necessary consents and approvals including, if necessary, a validated export license from the Office of Export Administration within the U.S. Department of Commerce and such other appropriate United States governmental authorities and any other applicable jurisdiction.

As applicable, You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to Your sharing of Content and/or use of the Services and/or its Content outside the United States. In particular, you represent that You: (1) are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals, Specially Designated Terrorists, Specially Designated Narcotics Traffickers Lists, or the Table of Denial Orders and any similar list, and You are not located in, a resident of, or acting on behalf of the government of any country or territory subject to an embargo authorized or enforced under any U.S. export regulations, trade sanctions or other laws (including countries listed in Country Group E:1 as identified in the EAR , and that You are also not a national of such a country unless You also are authorized to permanently reside in a country other than those countries; and (2) will not transfer any software, technology, or other technical data through the Services, directly or indirectly, to any person identified on these lists or to any person, country or destination for which the United States government or governmental agency requires an export license or other authorization for export, without first having obtained such license or other required authorization. Finally, You represent and agree that You and Your Institution maintain adequate policies and procedures to comply with the foregoing provisions.

In addition to Your obligations stated above, in furtherance of Ellucian’s and Your compliance with United States export laws, You agree that Content relating to encryption will not be shared by You on the Services. You agree not to post, upload, transfer, contribute, transmit or otherwise share any such Content relating to encryption on the Services (including without limitation software, technology or other technical data), including any Ellucian Software, without the prior written consent of Ellucian. In the event You wish to submit Content relating to encryption, please submit Your request via email to [email protected].

9. Exclusion of Warranties. The Services are being provided to You AS IS. To the fullest extent allowable by law, Ellucian does not guarantee or warrant any features or qualities of the Services or give any undertaking with regard to any other quality. Statements and explanations on the Services in promotional material or on the Services and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published Ellucian description of or advertisement except to the extent Ellucian has expressly confirmed such warranty or undertaking by a separate written agreement.

Ellucian does not represent or endorse the accuracy or reliability of any: (i) links to web-pages of third parties contained on the Customer Center, or the information, products or services obtainable on such web-pages; or (ii) information provided by third parties on the Customer Center. Ellucian will not permanently control and/or review the linked web-pages and the information provided by third parties. Ellucian shall not be liable for damages caused by the use of third party Content and/or information.

10. Ellucian Software that may be made available to download from the Services is the copyrighted work of Ellucian. Use of Ellucian Software is governed by Your License Agreement which accompanies such Ellucian Software. You may not use or install any Ellucian Software which is accompanied by a License Agreement unless/until You and Your Institution first agree to the terms of such License Agreement. You must not modify, decompile, or reverse engineer any Ellucian Software, except to the extent expressly permitted by applicable law. To the extent You access or use any aspect of Confidential Information (including without limitation the Ellucian Software) to which You do not have license rights pursuant to a License Agreement, You agree to treat such Content as Confidential Information consistent with these TOU and as though such Content were expressly subject to the confidentiality obligations in Your License Agreement.

11. Limitation of Liability; EXCLUSIVE REMEDIES. TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, ELLUCIAN AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ELLUCIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, RESULTING FROM OR RELATING TO: (I) THE USE OR THE INABILITY TO USE THE CUSTOMER CENTER AND ITS CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY CONTENT OBTAINED DURING TRANSACTIONS CONDUCTED ON THE CUSTOMER CENTER; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE CUSTOMER CENTER; OR (V) ANY OTHER MATTER RELATING TO THE CUSTOMER CENTER OR ITS CONTENT. YOUR SOLE REMEDY AND ELLUCIAN’S SOLE OBLIGATION WITH RESPECT TO ANY CLAIM, DISPUTE OR DISSATISFACTION WITH (1) THE SERVICES; (2) ANY PROVISION IN THIS TOU; (3) ANY POLICY OR PRACTICE OF ELLUCIAN; OR (4) ANY CONTENT ON THE SERVICES, IS TO TERMINATE THIS TOU AND YOUR ACCOUNT. YOU MAY TERMINATE THIS TOU AS IT APPLIES TO YOU AT ANY TIME BY NOTIFYING ELLUCIAN VIA EMAIL TO [email protected] AND DISCONTINUING ALL USE OF THE SERVICES AND ITS CONTENT.

12. Indemnity. Except to the extent You are expressly prohibited from assuming an indemnity obligation under applicable law, You agree to indemnify and hold Ellucian, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your Content or Your usage of the Services or its Content, Your breach of these TOU or Ellucian’s Privacy Statement, or Your alleged violation of any other rights of a third party.

13. Survival. Upon termination of these TOU or Your account, any provision which, by its nature or express terms should survive, will survive termination. Without limitation, Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or Ellucian’s written request, You must cease use of Confidential Information and/or Content and return or destroy all Confidential Information in Your possession or control.

14. Waiver and Severability. The failure of Ellucian to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision. To the extent that any provision in these TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make these TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of these TOU shall not be affected thereby.

15. Applicable Law and Integration. The laws of the Commonwealth of Pennsylvania, USA, will govern these TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information. Unless otherwise specified herein, these TOU constitute the entire agreement between You and Ellucian, superseding any prior or contemporaneous communications and proposals in any form between You and Ellucian and its subsidiaries and/or affiliates.