OrgSync.com User Agreement

OrgSync, Inc. (“OrgSync” or “we”) operates OrgSync.com, which is a hosted student portal which your college, university, or other organization (“Sponsor Organization”) has purchased for your exclusive use. By accepting this Agreement and completing the registration process, you become a User of OrgSync Services (“User”).

This User Agreement ("Agreement") sets forth the legally binding terms for your use of the OrgSync Services. By using the OrgSync Services, you agree to be bound by this Agreement. You are only authorized to use the OrgSync Services if you agree to abide by all applicable laws and the terms of this Agreement. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the OrgSync website and discontinue use of the OrgSync Services immediately. If you wish to become a User, communicate with other Users and/or make use of the OrgSync Services, you must read this Agreement and indicate your acceptance during the registration process. A copy of this Agreement is available on OrgSync.com.

OrgSync may modify this Agreement from time to time and such modification shall be effective upon posting by OrgSync on the OrgSync website. Your continued use of the OrgSync Services after OrgSync posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on OrgSync and that you provide to other Users. Your OrgSync profile may not include any form of Prohibited Content, as outlined in Section 7 below. Despite this prohibition, information provided by other OrgSync Users (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and OrgSync assumes no responsibility or liability for this material.

OrgSync reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the OrgSync Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. OrgSync expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the OrgSync Services if OrgSync determines, in its sole discretion, that you have violated this Agreement or pose a threat to OrgSync and/or its Users.

1. Eligibility

By using the OrgSync Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you are affiliated with the Sponsor Organization and have been notified by the Sponsor Organization of your eligibility to participate in OrgSync Services.

2. Term

This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the OrgSync Services. You may terminate your usage at any time, for any reason. OrgSync may terminate your User ID at any time, for any or no reason, with or without prior notice or explanation, and without liability.

3. Password

When you sign up to become a User, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the User ID or password of another User at any time or to disclose your password to any third party. You agree to notify OrgSync immediately if you suspect any unauthorized use of your User ID or password.

4. Use by Users

The OrgSync Services are for the personal use of Users. Users may not utilize OrgSync for commercial endeavors. Illegal and/or unauthorized use of the OrgSync Services, including collecting User email addresses by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the OrgSync website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from User profiles without notice or explanation and may result in termination of the User ID. OrgSync reserves the right to take appropriate legal action for any illegal or unauthorized use of the OrgSync Services.

5. Proprietary Rights in Content on OrgSync

5.1 OrgSync does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on OrgSync. After posting your Content to OrgSync, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the OrgSync Services, you hereby grant to OrgSync a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content on the OrgSync Services, set up specifically for the use of your organization or institution, including without limitation distributing part or all of the OrgSync website in any media formats and through any media channels. This limited license does not grant OrgSync the right to sell or otherwise distribute your Content outside of the OrgSync Services. After you remove your Content from OrgSync we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.

5.2 The license you grant to OrgSync is non-exclusive, fully-paid and royalty-free, sublicensable, and worldwide.

5.3 You represent and warrant that: (i) you own the Content posted by you on OrgSync or otherwise have the right to grant the license set forth in this Section 5, and (ii) the posting of your Content on OrgSync does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on OrgSync.

5.4 The OrgSync Services contain Content of OrgSync ("OrgSync Content"). OrgSync Content is protected by copyright, trademark, patent, trade secret and other laws, and OrgSync owns and retains all rights in the OrgSync Content and the OrgSync Services. OrgSync hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the OrgSync Content (excluding any software code) solely for your personal use in connection with viewing the OrgSync website and using the OrgSync Services.

5.5 The OrgSync Services contain Content of Users and other OrgSync licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on OrgSync.

5.6 OrgSync performs technical functions necessary to offer the OrgSync Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the OrgSync Services.

6. Content Posted

6.1 OrgSync may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of OrgSync violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. OrgSync and Sponsor Organization assume no responsibility for monitoring the OrgSync Services for inappropriate Content or conduct. If at any time OrgSync chooses, in its sole discretion, to monitor the OrgSync Services, OrgSync nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

6.2 You are solely responsible for the Content that you post on OrgSync, and any material or information that you transmit to other Users and for your interactions with other Users.

7. Content/Activity Prohibited

The following are examples of the kind of Content that is illegal or prohibited to post on OrgSync. OrgSync reserves the right to investigate and take appropriate legal action against anyone who, in OrgSync's sole discretion, violates this provision, including without limitation, removing the offending Content from OrgSync and terminating the User ID of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of OrgSync:

7.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; 7.2 harasses or advocates harassment of another person; 7.3 exploits people in a sexual or violent manner; 7.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; 7.5 solicits personal information from anyone under 18; 7.6 publicly posts information that poses or creates a privacy or security risk to any person; 7.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; 7.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or movies or links to pirated music or movie files; 7.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; 7.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); 7.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; 7.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; 7.13 involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes; 7.14 includes a photograph or video of another person that you have posted without that person's consent; 7.15 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. The following are examples of the kind of activity that is illegal or prohibited on the OrgSync website and through your use of the OrgSync Services. OrgSync reserves the right to investigate and take appropriate legal action against anyone who, in OrgSync’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to: 7.16 criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; 7.17 advertising to, or solicitation of, any User to buy or sell any products or services through the unauthorized or impermissible use of the OrgSync Services. You may not transmit any chain letters or junk email to other Users. In order to protect our Users from such advertising or solicitation, OrgSync reserves the right to restrict the number of emails which a User may send to other Users in any 24-hour period to a number which OrgSync deems appropriate in its sole discretion; 7.18 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the OrgSync Services; 7.19 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; 7.20 covering or obscuring the banner advertisements on your personal profile page, or any OrgSync page via HTML/CSS or any other means; 7.21 interfering with, disrupting, or creating an undue burden on the OrgSync Services or the networks or services connected to the OrgSync Services; 7.22 impersonating or attempting to impersonate another User, person or entity; 7.23 selling or otherwise transferring your User ID or password; 7.24 using any information obtained from the OrgSync Services in order to harass, abuse, or harm another person or entity, or attempting to do the same.

8. Protecting Copyrights and Other Intellectual Property

OrgSync respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. OrgSync has the right to terminate the User ID of infringers.

9. User Disputes

You are solely responsible for your interactions with other OrgSync Users. OrgSync reserves the right, but has no obligation, to become involved in any way with disputes between you and other Users.

10. Privacy

Use of the OrgSync Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

11. Disclaimers

OrgSync and your Sponsor Organization are not responsible for and make no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on OrgSync and such User Content does not necessarily reflect the opinions or policies of OrgSync or your Sponsor Organization. OrgSync and your Sponsor Organization are not responsible for the conduct, whether online or offline, of any User of the OrgSync Services. OrgSync and your Sponsor Organization assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or User communication. OrgSync and your Sponsor Organization are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the OrgSync Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the OrgSync Services. Under no circumstances shall OrgSync and your Sponsor Organization be responsible for any loss or damage, including personal injury or death, resulting from use of the OrgSync Services, attendance at an OrgSync event, from any User Content posted on OrgSync, or from the conduct of any Users of the OrgSync Services, whether online or offline. The OrgSync Services are provided "AS-IS" and as available and OrgSync and your Sponsor Organization expressly disclaim any warranty of fitness for a particular purpose or non-infringement. OrgSync and your Sponsor Organization cannot guarantee and does not promise any specific results from use of the OrgSync Services.

12. Limitation of Liability

IN NO EVENT SHALL ORGSYNC OR SPONSOR ORGANIZATION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE ORGSYNC SERVICES, EVEN IF ORGSYNC OR SPONSOR ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ORGSYNC’S AND SPONSOR ORGANIZATION’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ORGSYNC OR SPONSOR ORGANIZATION FOR THE ORGSYNC SERVICES DURING THE TERM OF USER ID.

13. U.S. Export Controls

Software available in connection with the OrgSync Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the OrgSync Services or otherwise exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk.

14. Disputes

The Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its conflict of law provisions. You and OrgSync agree to submit to the exclusive jurisdiction of the courts located within the State of Texas to resolve any dispute arising out of the Agreement or the OrgSync Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

15. Indemnity

You agree to indemnify and hold OrgSync and Sponsor Organization, their subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the OrgSync Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on OrgSync causes OrgSync or Sponsor Organization to be liable to another.

16. Other

This Agreement is accepted upon your use of the OrgSync website or any of the OrgSync Services and is further affirmed by you becoming a User. This Agreement constitutes the entire agreement between you and OrgSync regarding the use of the OrgSync Services. The failure of OrgSync to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

I (USER) HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED HEREIN.