CLEAR ADMIT, LLC
Clear Admit LLC (“Clear Admit,” “we” or “us”) owns and operates www.clearadmit.com and certain other websites, applications and mobile platforms (the “Platforms”). The Clear Admit websites, applications and mobile platforms include features, content and functionality through which Clear Admit provides MBA admissions advice, community input and digital content to candidates seeking admission to top-rated MBA programs (collectively, the “Services”).
1. TERMS AND CONDITIONS. Your use of the Clear Admit Services is subject to the following specific terms and conditions.
(a) Eligibility for Use of the Service. Your access to, use of and registration for the Services is void where prohibited. By using the Service, you represent and warrant that (i) you are 13 years of age or older; and (ii) your use of the Service does not violate any applicable law or regulation.
(b) Term. This Agreement shall remain in full force and effect for as long as you access and use the Services.
(c) Fees. You acknowledge that Clear Admit reserves the right to charge fees for the Services and to change such fees at any time and from time to time in its sole discretion. If Clear Admit terminates your use of the Services because you violated the terms of this Agreement you shall not be entitled to any refund of any unused portion of such fees.
(d) Registration for Use of Certain Services. You may be required to register for use of certain restricted features on the Services. During the registration process you will be required to provide a username (which will typically be your email address) and a password. Anyone with knowledge of both your username and password will be able to gain access to your account and the restricted features of the Services. By using the Services, you agree to keep your password secret. In particular, you agree to be solely responsible for the confidentiality and use of your password as well as for any use of or communication through the Services when using your password. You will immediately notify us if you become aware of any loss or theft of your password or any unauthorized use of your password. We reserve the right to delete or change a password at any time and for any reason. We are not responsible whatsoever for any issues related to your password. You agree that all information that you provide to Clear Admit upon registration for the Services and at all other times during your use of the Services will be true, accurate, current and complete, and you agree to update such information as necessary to maintain its truth and accuracy. You must not register with the Services through unauthorized means, including but not limited to, through the use of an automated device, script, bot, spider, crawler or scraper.
2. USE OF THE SERVICES.
(a) You may access and use the Services for your personal use only and you may not use the Services for any other purpose including commercial purposes without the prior express written permission of Clear Admit. We may modify or terminate the Services or your access to and use of the Services for any reason, without notice, at any time, and without liability to you. Upon termination of your access to the Services, all licenses and other rights granted to you in this Agreement will immediately cease.
(b) You are responsible for keeping your username, password and other log-in credentials secret and secure. You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the Services. You must not change, modify, adapt or alter the Services or change, modify or alter another website, application or platform so as to falsely imply that it is associated with the Services or Clear Admit.
(d) You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that Clear Admit is not responsible or liable for the conduct of any user. Clear Admit reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. We advise you to exercise common sense and good judgment when interacting with others, including when you submit or post User Content or any personal or other information. To that end, you must comply with Clear Admit’s Community Guidelines, as they may be amended or modified from time to time.
(e) There may be links from the Services, or from communications you receive from the Services, to third-party websites or features. There may also be links to third-party websites or features in images or comments within the Services. The Services also includes third-party content that we do not control, maintain or endorse. Clear Admit does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Clear Admit is in no way responsible or liable for any such third-party services or features. YOUR COMMUNICATIONS AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICES ARE SOLELY BETWEEN YOU AND THE THIRD PARTIES. We prohibit crawling, scraping, caching or otherwise accessing any content on the Services using automated means (except as may be the result of standard search engine protocols or technologies used by a search engine with Clear Admit’s express consent). You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such.
(f) Violation of this Agreement may, in our sole discretion, result in the termination of your Clear Admit account.
3. USER-GENERATED CONTENT. The Services include interactive features and functionality including the LiveWire, DecisionWire and Interview Archive features where you may submit and post content, including comments, questions and other information regarding your experience in the MBA admissions process (such content, “User Content”) after you have registered on the Services. By submitting User Content through the Services you grant Clear Admit a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free and fully sublicensable right and license to use, copy, display, store, adapt, perform and distribute such User Content in connection with the Services, including without limitation the right to post and display User Content on the Services, whether for commercial purposes or otherwise, without obtaining any permission or license from you or from any third party. You irrevocably consent to any and all acts or omissions by us or persons authorized by us that may infringe any moral right (or analogous right) in your User Content. Subject to the terms of the foregoing license, you retain full ownership and other rights in your User Content and any intellectual property rights or other proprietary rights associated with your User Content. In consideration of Clear Admit’s agreement to allow you to submit and post User Content on the Services you agree as follows:
(a) You are solely responsible for the User Content you make available through the Services and you represent and warrant that (i) you either are the sole and exclusive rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to Clear Admit the rights specified in this section; and (ii) the provision of your User Content, and our subsequent use of such User Content as outlined above, will not infringe upon, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, defame any person, or result in the violation of any applicable laws or regulations or our community standards.
(b) Clear Admit has no responsibility or liability for User Content made available through the Platforms or the Services, and we have no obligation to screen, edit or monitor such content. However, we do reserve the right, and have absolute discretion, to remove, screen or edit User Content at any time and for any reason.
(c) Clear Admit makes no representation and warranty that User Content will not be unlawfully copied or used without your consent. By posting User Content on the Services you acknowledge and agree that Clear Admit is not responsible for preventing such unlawful copying or use and that Clear Admit shall not be liable for any losses or damages you may suffer as a direct or indirect result thereof.
(d) If and to the extent you use the Services as part of a commercial agreement with Clear Admit, you acknowledge and agree that our agreements with you in this capacity may supersede this section of this Agreement.
(e) You acknowledge that you have the full and complete right to enter into this Agreement and to grant to Clear Admit the rights in the User Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by Clear Admit of the User Content as contemplated herein.
(f) You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Clear Admit, all of which such rights are hereby expressly and irrevocably waived by you in favor of Clear Admit.
4. PROPRIETARY RIGHTS IN CONTENT. All content accessible through the Services other than User Content (collectively, “Clear Admit Content”) is protected by copyright, trademark, patent, trade secret and other intellectual property laws, and Clear Admit owns or has the right to use and retains all rights in such content and the Services.
5. PROHIBITED ACTIVITY. The following is a partial list of certain activities that are illegal or prohibited on the Platforms and the Services (“Prohibited Activity”). Clear Admit reserves the right to investigate and take appropriate legal action against anyone who it believes has violated this provision, including without limitation, reporting such violation to law enforcement authorities. Prohibited activity includes but is not limited to:
(a) criminal or tortious activity, pornography, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
(b) advertising to, or solicitation of, any user to buy or sell any products or services through the Services other than as authorized by Clear Admit. You may not use any information obtained from the Services to contact, advertise to, solicit, or sell to any user without their prior express written consent;
(c) any automated use of the Services, such as using scripts to send comments or messages; interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
(d) using any information obtained from the Services in order to harass, abuse, or harm another person; or
(e) using the Services in a manner inconsistent with any and all applicable laws and regulations.
6. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. NEITHER CLEAR ADMIT NOR ANY OF ITS AFFILIATES OR ANY OF THEIR SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “CLEAR ADMIT PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO (I) THE SERVICES, (II) THE CLEAR ADMIT CONTENT, (III) THE USER CONTENT, OR (IV) SECURITY OR PRIVACY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CLEAR ADMIT OR USING THE SERVICES. IN ADDITION, THE CLEAR ADMIT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE CLEAR ADMIT PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE CLEAR ADMIT PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE CLEAR ADMIT PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE CLEAR ADMIT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES. THE CLEAR ADMIT PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT. ANY VIEWS EXPRESSED BY USERS OF THE SERVICES DO NOT NECESSARILY REFLECT THE VIEWS OF CLEAR ADMIT.
7. LIMITATION OF LIABILITY; WAIVER. UNDER NO CIRCUMSTANCES WILL THE CLEAR ADMIT PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (I) THE SERVICES; (II) THE CLEAR ADMIT CONTENT; (III) THE USER CONTENT; (IV) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (V) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CLEAR ADMIT PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES; (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERSHIP; (VII) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE SERVICES; OR (VIII) ANY DAMAGE TO ANY USER’S INFORMATION SYSTEM, COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, MALWARE, RANSOMWARE, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CLEAR ADMIT PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICES). IN NO EVENT WILL THE CLEAR ADMIT PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE CLEAR ADMIT PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100). CLEAR ADMIT WOULD NOT HAVE PROVIDED THE SERVICES TO YOU BUT FOR THE LIMITATIONS ON LIABILITY INCLUDED IN THIS AGREEMENT.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF CLEAR ADMIT’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE CLEAR ADMIT PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICES, OR OTHER CONTENT OWNED OR CONTROLLED BY THE CLEAR ADMIT PARTIES.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “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.“
CLEAR ADMIT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INCLUDING USER CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR AFFILIATES, AND EACH OF OUR MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
8. INDEMNIFICATION. You agree to defend (at Clear Admit’s request), indemnify and hold each of the Clear Admit Parties harmless from and against any claims, liabilities, damages, losses, and expenses (including but not limited to legal fees and costs) arising out of or in any way related to any of the following (including as a result of your direct activities on the Services or those conducted on your behalf): (i) your User Content or your access to or use of the Services; (ii) your breach or alleged breach of this Agreement; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will provide your full cooperation as required by Clear Admit in the defense of any claim. Clear Admit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Clear Admit.
10. ARBITRATION. Except if we opt-out or for disputes relating to Clear Admit’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) (“Excluded Disputes”), you agree that all disputes between you and Clear Admit (whether or not such dispute involves a third party) with regard to your relationship with Clear Admit, including without limitation, disputes related to this arbitration provision, this Agreement, your use of the Services, and/or rights of privacy and/or publicity, will be resolved solely by confidential, binding, individual arbitration under the rules of the American Arbitration Association for arbitration of consumer-related disputes in effect at the time of the commencement of the arbitration, and you and Clear Admit hereby expressly waive trial by jury. Neither you nor Clear Admit will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Clear Admit is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. Each party will bear its own attorney’s fees in any arbitration, together with 50% of the arbitrator’s fees. The arbitrator will not have the power to award attorney fees or costs. The arbitration shall be in Philadelphia, Pennsylvania before one (1) arbitrator. You may not opt out of this agreement to arbitrate. This arbitration obligation will survive the termination of your relationship with Clear Admit. In order to avoid irreparable injury to us, in the event of any breach or threatened breach by you of the provisions of this Agreement, we shall be entitled to seek an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting us from pursuing any other remedies available to us for such breach or threatened breach, including the recovery of monetary damages from you.
11. TIME LIMITATION ON CLAIMS. You agree that any claim you may have arising out of or related to your relationship with Clear Admit must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
12. GOVERNING LAW AND VENUE. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. If for some reason the arbitration provisions of this Agreement are not applicable, you agree to resolve any dispute you have with Clear Admit exclusively in a state or federal court located in Philadelphia, Pennsylvania, and to submit to the personal jurisdiction of the courts located in Philadelphia, Pennsylvania for the purpose of litigating all such disputes. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Clear Admit’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any terms of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition. Clear Admit reserves the right to change provisions of Section 10 or this Section 12, but any such changes will not apply to disputes arising before the effective date of the amendment.
13. TERRITORIAL RESTRICTIONS. The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Clear Admit to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Clear Admit provides.
14. GENERAL PROVISIONS.
(a) This Agreement constitute the entire agreement between you and Clear Admit and governs your use of the Services, superseding any prior or contemporaneous agreements between you and Clear Admit.
(b) You will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Clear Admit. Any purported assignment or delegation by you without the appropriate prior written consent of Clear Admit will be null and void. Clear Admit may assign this Agreement or any rights hereunder without your consent.
(c) If any provision of this Agreement is found to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Agreement will remain in full force and effect.
(d) Neither the course of conduct between the parties nor trade practice will act to modify the Agreement. The Agreement does not confer any third-party beneficiary rights.
(e) The language in this Agreement shall be construed as to its fair meaning and not strictly for or against any party. Any concept, law or rule that any ambiguities in a contract will be construed against the drafter shall not apply to this Agreement.
(f) The provisions of this Agreement will survive any termination of any or all of your use of the Services.
(g) The parties acknowledge that they have entered into this Agreement in reliance upon the limitations of liability and the disclaimer of warranties and damages as set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.