These terms and conditions (the “Terms and Conditions”), including the Privacy Policy and other documents referred to in these terms and conditions (the “Agreement”) is a legal agreement between you (hereinafter, “you” or “your”) and ApplyBoard Inc., hereinafter referred to ApplyBoard (“ApplyBoard”), respecting your use of the Services as described herein.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT DO NOT ACCESS OR USE THE APPLYBOARD SOLUTION.
If you have any questions or concerns about the terms of this Agreement, please contact us at info@applyboard.com.
1. Definitions
In these Terms and Conditions:
“Access Information” has the meaning set out in Section 6.
“Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
“Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
“Application” has the meaning set out in Section 2(a)(ii).
“ApplyBoard Partner” means any educational institution, company, organization, association or individual that has entered into an agreement with ApplyBoard to use or promote the ApplyBoard Solution, or to enable their employees or students to use or promote the ApplyBoard Solution.
“ApplyBoard Solution” means the ApplyBoard website and the Services, including the Content therein, as modified from time to time.
“Confidential Information” means information considered confidential or proprietary by ApplyBoard, including the ApplyBoard Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any ApplyBoard service, ApplyBoard’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
“Content” has the meaning set out in Section 2(a)(i).
“De-identified Data” has the meaning set out in Section 5.
“Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over ApplyBoard, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
“Party” means each of ApplyBoard and you, and “Parties” means ApplyBoard and you collectively.
“Personal Information” means information about an identifiable individual.
“Privacy Policy” has the meaning set out in Section 4(e).
“Program” means a study program, language programs, summer camps, including one of the academic programs or a program specifically designed to transition international students (sometimes referred to as a pathway program), offered by the ApplyBoard Partners.
“Recruiter” means any individual or entity that you engage to represent you to submit an Application using the ApplyBoard Solution.
“Services” has the meaning set out in Section 2.
“Submission” has the meaning set out in Section 11(a).
“Terms and Conditions” has the meaning set out in the first paragraph of these terms.
“Your Data” has the meaning set out in Section 4(a)(i).
2. Services
ApplyBoard’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
ApplyBoard will provide access to certain information, material or content (including, pricing, features, promotion and information of third parties) contained on or provided through the ApplyBoard website (the “Content”) to provide information to assist you through the process of becoming a student at certain ApplyBoard Partners within Canada and the U.S., including Program information;
ApplyBoard will provide you with the ability to input Your Data into the ApplyBoard Solution and will act as an intermediary to pass Your Data to the applicable ApplyBoard Partners in order to enable you to apply to Programs offered by such ApplyBoard Partners (each, an “Application”); and
ApplyBoard will facilitate an Application by, on a case-by-case basis, assisting you with communications with the applicable ApplyBoard Partners, passing through Application fees and other payments associated with an Application, and providing guidance and advice associated with an Application.
3. License to Use the ApplyBoard Solution
Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, ApplyBoard hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the ApplyBoard Solution solely for the purposes of using the Services, view the Content, and submit an Application to ApplyBoard Partners.
4. Your Data
Your Data Must be Complete and Accurate
In order to use the ApplyBoard Solution, you must:
provide up-to-date complete and accurate Personal Information or other data submitted by you to the ApplyBoard Solution or otherwise provided to ApplyBoard, including name information, contact information, citizenship and legal status, gender, date of birth, home and mailing address, marital status, emergency contact information, financial information, education qualification, employment information, educational information, transcript, English or French test score, passport details, information required for visa application, including financial and medical information (“Your Data”), as requested by ApplyBoard on ApplyBoard’s website, and as required to process your Application;
where payment is required, provide up-to-date, complete and accurate payment information as required by ApplyBoard or ApplyBoard’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
OBTAIN ALL RELEVANT PERMISSIONS FROM ANY AFFECTED THIRD PARTY, SUCH AS YOUR EDUCATIONAL INSTITUTION, FOR APPLYBOARD TO COLLECT YOUR DATA.
Ownership of Your Data
Nothing herein transfers any ownership of Your Data to ApplyBoard in its original form.
Quality of Your Data and Feedback
Without limiting the foregoing, ApplyBoard does not assess Your Data for quality or otherwise. ApplyBoard, ApplyBoard Partners and other third parties to whom ApplyBoard is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the ApplyBoard Solution.
Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by ApplyBoard, or any judgment exercised by ApplyBoard respecting Your Data, but rather is solely based on the compliance requirements of ApplyBoard Partners.
Consent to Processing of Your Data
An integral part of the ApplyBoard Solution entails the collection, processing, transmission and disclosure of Your Data by ApplyBoard, ApplyBoard Partners and their service providers, and you hereby specifically consent to:
ApplyBoard’s provision of Your Data to any ApplyBoard Partner, visa agencies, English and French test score organizations, professional bodies, service providers to ApplyBoard (including our hosting providers) as part of the provision of the ApplyBoard Solution to you, and Governmental or Regulatory Authorities; and
communications from ApplyBoard (including e-mail communications, both marketing and informational) respecting the ApplyBoard Solution, and ApplyBoard’s products and services.
Privacy Policy
Your Personal Information will be handled in accordance with ApplyBoard’s Privacy Policy accessible via the following link: https://www.applyboard.com/ca/privacy-policy (the “Privacy Policy”). Notwithstanding the foregoing, ApplyBoard reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process or requirements of a Governmental or Regulatory authority.
Storage of Your Data in Other Jurisdictions
You acknowledge that, due to the nature of the ApplyBoard Solution, Your Data uploaded to the ApplyBoard Solution may be hosted on servers residing in jurisdictions other than Canada, over which ApplyBoard has no direct control. By using the ApplyBoard Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.
5. De-Identified Data
ApplyBoard may also use itself or provide to third parties, Your Data, and any data regarding your use of the ApplyBoard Solution, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to ApplyBoard’s Privacy Policy, for ApplyBoard’s business uses, including for the purposes of enhancing and fixing the ApplyBoard Solution, performing analytics, marketing the ApplyBoard Solution to third parties, and selling such De-Identified Data for profit. ApplyBoard will own any and all intellectual property rights in the output of ApplyBoard’s use of any such De-identified Data.
6. Your Access Information
ApplyBoard will provide you with certain information to allow you to use the ApplyBoard Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the ApplyBoard Website using the Access Information.
7. Your Representations and Warranties
You covenant, represent and warrant that:
you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation;
you will not permit anyone other than yourself or your authorized designate to obtain access to the ApplyBoard Solution through your ApplyBoard account or otherwise using your Access Information;
you will only use the ApplyBoard Solution in accordance with this Agreement and Applicable Law;
you will comply with all applicable intellectual property laws in your use of the ApplyBoard Solution and not infringe, violate or misappropriate the intellectual property rights of any third party;
you will comply with any ApplyBoard Partner policies and procedures applicable to your Application;
Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify ApplyBoard or update Your Data on the ApplyBoard Solution;
to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the ApplyBoard Solution: (A) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”); and (B) in the U.S. the Recruiter may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B);
you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruiter has a registration pursuant to such Applicable Law;
you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law;
you will be solely responsible for all activities with respect to the ApplyBoard Solution undertaken by you or your designates;
you will not use the ApplyBoard Solution to provide commercial services to, or for the benefit of, any third party;
you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the ApplyBoard Solution, and to post or upload any content to ApplyBoard’s website or otherwise provide such content and Your Data to ApplyBoard;
you have all legal rights necessary to use the ApplyBoard Solution, both in the jurisdiction in which you are located and in the jurisdiction where the ApplyBoard Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;
you are not located in a country that is subject to a Canadian or U.S. Government embargo or sanctions that would prevent your from becoming a student;
you are not listed on any Canadian or U.S. Governmental or Regulatory Authority lists of prohibited or restricted parties;
you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the ApplyBoard Solution;
you will ensure that your use of the ApplyBoard Solution does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including ApplyBoard and other users of the ApplyBoard Solution (including by ensuring that you do not upload any viruses or other harmful code in using the ApplyBoard Solution or by placing an undue burden upon the CPUs, servers or other resources used to provide the ApplyBoard Solution);
you will not in any way use the ApplyBoard Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
you will not interfere with or in any manner compromise any of ApplyBoard’s security measures;
you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the ApplyBoard Solution, including, the forms, Content delivery and display functionality of the ApplyBoard website;
you will cooperate with ApplyBoard and provide information requested by ApplyBoard to assist ApplyBoard and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
you will comply with the terms and conditions of any agreements entered into between you and any third party (including the ApplyBoard Partners, the service providers for any Internet services you use in conjunction with the ApplyBoard Solution, and the hardware providers for any mobile device or other computing equipment through which you use the ApplyBoard Solution), and to the extent that such agreements impose additional restrictions respecting your use of the ApplyBoard Solution (whether by reason of usage limitations or otherwise), you will use the ApplyBoard Solution in compliance with such restrictions.
8. Restrictions and Limitations on Your Use of the ApplyBoard Solution
Access to Programs
You acknowledge that only certain ApplyBoard Partners have agreements with ApplyBoard to enable you to make an Application to such ApplyBoard Partners through the ApplyBoard Solution, and that not all educational study programs of such ApplyBoard Partners may be offered as being Programs available to you using the ApplyBoard Solution.
Usage Policies
The ApplyBoard Solution will be subject to the usage policies as provided to you by ApplyBoard from time to time, including in electronic form by posting on ApplyBoard’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.
Equipment
You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the ApplyBoard Solution (except for ApplyBoard’s computer systems and networks), including your choice and use of your Internet Service Provider.
Data Integrity and Back-up
You acknowledge and agree that ApplyBoard cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the ApplyBoard Solution.
Not for Time Sensitive Applications
The ApplyBoard Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.
Restrictions on ApplyBoard Website Use
You will not:
copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the ApplyBoard Solution, or any part thereof;
distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the ApplyBoard Solution, in whole or in part, to any third party on a temporary or permanent basis;
remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
use the Solution in any way inconsistent with the use parameters for the ApplyBoard Solution;
attempt to hack the ApplyBoard Solution or any communication initiated by or made through the ApplyBoard Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the ApplyBoard Solution, data or Content or programming transmitted, processed or stored by ApplyBoard or other users of the ApplyBoard Solution;
collect any information or communication about the users of the ApplyBoard Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the ApplyBoard website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the ApplyBoard Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the ApplyBoard Solution or its ability to communicate and perform the Services; or
authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
Changes to Terms and Conditions; Changes to ApplyBoard Solution; Right to Edit and Remove Your Data; Suspension or Termination
Changes to Terms and Conditions
ApplyBoard reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the ApplyBoard Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
Changes to the ApplyBoard Solution
ApplyBoard reserves the right to change, suspend or discontinue the ApplyBoard Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by ApplyBoard.
Right to Edit and Remove Your Data
Notwithstanding anything to the contrary herein, ApplyBoard reserves the right to review Your Data stored in files or programs on ApplyBoard’s servers to verify your compliance with this Agreement. ApplyBoard has the right to edit or remove any of Your Data that, in ApplyBoard’s sole discretion, ApplyBoard believes may be unlawful, obscene, abusive, or otherwise objectionable.
Suspension or Termination
ApplyBoard may impose limits on the ApplyBoard Solution or terminate or restrict your access to parts or all of the ApplyBoard Solution without liability. Where feasible, ApplyBoard will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that ApplyBoard will have no liability whatsoever for its failure to provide such notice to you.
ApplyBoard reserves the right to revoke your access to the ApplyBoard Solution for any abusive conduct or fraudulent use of the ApplyBoard Solution and to cease the ApplyBoard Solution temporarily or permanently, if your use of the ApplyBoard Solution constitutes, in ApplyBoard’s sole discretion, a threat to ApplyBoard or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
Without limiting other remedies, ApplyBoard may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide ApplyBoard Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) ApplyBoard is unable to verify or authenticate any information you provides; or (c) ApplyBoard believes that your actions may cause financial loss or legal liability for you, ApplyBoard Partners, other users or ApplyBoard. The above-described actions are not ApplyBoard’s exclusive remedies and ApplyBoard may take any other legal, equitable or technical action it deems appropriate in the circumstances. ApplyBoard will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
Investigations
ApplyBoard reserves the right to investigate suspected violations of this Agreement.
You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) ApplyBoard Partners investigating academic fraud or other misdemeanours, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable ApplyBoard to enforce the terms and conditions of this Agreement.
10. Your Obligation to Report Errors
You will promptly and accurately report to ApplyBoard any actual or apparent errors, problems, nonconformities or other difficulties with the ApplyBoard Solution, along with any other information reasonably requested by ApplyBoard to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by ApplyBoard for the purposes of ApplyBoard’s internal use to improve the ApplyBoard Solution or other ApplyBoard products or services.
11. Submissions
Any suggestions, bug reports or other communications respecting the functionality of the ApplyBoard Solution or ApplyBoard’s website that you transmit to ApplyBoard by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by ApplyBoard or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the ApplyBoard Solution or otherwise.
You hereby grant ApplyBoard, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the ApplyBoard Solution. This provision does not apply to Personal Information that is subject to ApplyBoard’s Privacy Policy.
12. Fees, Payment and Taxes
Fees
You will pay all applicable fees in connection with the ApplyBoard Solution, as set forth in ApplyBoard’s standard price list, as set forth on ApplyBoard’s website or as otherwise provided to you. Fees are quoted and payable in Canadian dollars for Canadian related Applications and USD U.S. related Applications.
ApplyBoard may require you to pay an Application processing deposit depending on the country from which you are applying, other characteristics applicable to applicants, and the related likelihood of an Application being successful due to Governmental or Regulatory Authority visa approvals. The details regarding the Application processing deposit and countries to which it will apply may be viewed on the ApplyBoard website, and may be changed by ApplyBoard from time to time. The situations where an Application processing deposit is refundable and situations where an Application processing deposit will NOT be returned to you are set out on the ApplyBoard Website. THE SITUATIONS WHERE AN APPLICATION PROCESSING DEPOSIT WILL NOT BE RETURNED TO YOU INCLUDE THE FOLLOWING SITUATIONS, IF: (A) YOU FAIL TO PROVIDE THE REQUIRED DOCUMENTS TO PROCESS THE APPLICATION; (B) YOUR VISA APPLICATION IS REJECTED; OR (C) YOU CANCEL YOUR APPLICATION BEFORE AN ADMISSION DECISION IS RECEIVED.
Certain fees charged by ApplyBoard under this Agreement are set by ApplyBoard Partners or other third parties, and ApplyBoard has no control over the fee amount, but simply remits such fee directly to the applicable ApplyBoard Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.
ApplyBoard reserves the right to modify such fees, upon reasonable notice, which may be performed by updating ApplyBoard’s standard price list, as set forth on ApplyBoard’s website.
Your use of the ApplyBoard Solution following such changes constitutes your acceptance of any new or increased charges.
Fee Payment
Where you pay fees by means of a credit card, you authorize ApplyBoard or its third-party payment processor to automatically charge you for any and all fees incurred by you for ApplyBoard Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
The foregoing will not limit ApplyBoard’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by ApplyBoard, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
Without limiting the foregoing, ApplyBoard reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
Interest on Late Payments
In addition to any other rights and remedies available to ApplyBoard, ApplyBoard will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
Taxes
You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on the net income of ApplyBoard. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the ApplyBoard Solution, the execution of this Agreement or otherwise.
If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due will automatically be increased to offset such tax, so that the amount actually remitted to ApplyBoard will equal the amount due.
You will promptly furnish ApplyBoard with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
13. Confidential Information
You must keep the terms of this Agreement and all information provided by ApplyBoard confidential, except to the extent required to perform the Recruitment Services.
You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.
At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:
you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without the knowledge and express written consent of ApplyBoard;
you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with the knowledge and express written consent of ApplyBoard; and
you will advise ApplyBoard immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.
Subject to ApplyBoard’s ability to disclose Your Data as permitted under this Agreement, ApplyBoard will use reasonable commercial endeavours to safeguard Your Data and keep it confidential, while Your Data is in ApplyBoard’s control, including implementing organisational and technical measures to protect your Personal Information. ApplyBoard may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable ApplyBoard to fulfil its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
The nondisclosure obligations under this Agreement will not apply to information which a Party can establish:
is, or becomes, readily available to the public other than through a breach of this Agreement;
was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
You will immediately return to ApplyBoard all Confidential Information which is in your possession or control upon the earlier of a request by ApplyBoard or the termination of this Agreement (whether voluntary or involuntary).
Damages may not be an adequate remedy to compensate ApplyBoard for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, ApplyBoard will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.
14. Intellectual Property
The ApplyBoard Solution is owned by ApplyBoard or its third-party licensors, who retain all right, title and interest therein. The ApplyBoard Solution is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the ApplyBoard Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the ApplyBoard Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to ApplyBoard or its third-party licensors.
15. Term and Termination
This Agreement will commence upon your acceptance of these Terms and Conditions on the ApplyBoard website.
This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.
This Agreement may be terminated by ApplyBoard immediately upon notice for cause if:
you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of ApplyBoard delivering notice of the breach; or
you commit a breach of any of your representations in this Agreement; or
if ApplyBoard is prevented from providing any portion or all of the ApplyBoard Solution due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any ApplyBoard Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
16. Effect of Termination or Expiry
Upon any termination or expiry of this Agreement for any reason (whether by you or by ApplyBoard), you must cease all use of the ApplyBoard Solution.
Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
17. Disclaimers
DISCLAIMER OF IMPLIED WARRANTIES
THE APPLYBOARD SOLUTION, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
YOUR RELIANCE ON CONTENT
APPLYBOARD HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT APPLYBOARD HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE APPLYBOARD SOLUTION, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE APPLYBOARD SOLUTION, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE APPLYBOARD SOLUTION.
THE CONTENT ON THE APPLYBOARD SOLUTION INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE APPLYBOARD PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING APPLYBOARD PARTNERS. CONTENT MAY ALSO BE CREATED BY APPLYBOARD BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO APPLYBOARD.
APPLYBOARD ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE APPLYBOARD SOLUTION.
UNDER NO CIRCUMSTANCES WILL APPLYBOARD BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE APPLYBOARD SOLUTION, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE APPLYBOARD SOLUTION IS SOLELY AT YOUR OWN RISK.
APPLYBOARD WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE APPLYBOARD SOLUTION, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO APPLYBOARD’S USE OF YOUR DATA TO PROVIDE THE APPLYBOARD SOLUTION.
Control of Third Parties
ApplyBoard has no control over ApplyBoard Partners or any other entity granting visas, admissions, permits or other authorizations in connection with the Application; you acknowledge that the success of your Application is solely within the control of such third parties, not ApplyBoard, and therefore release ApplyBoard from all liability in relation to your Application.
Rejection of Applications
ApplyBoard is not responsible in any way for your Application, mistakes in Your Data, or your failure to obtain entrance to your selected Program(s) or ApplyBoard Partner(s).
Issues with ApplyBoard Partners
All issues respecting Applications, Programs, and your failure to comply with ApplyBoard Partner policies, are solely as between you and the applicable ApplyBoard Partner, and ApplyBoard bears no responsibility or liability in relation to such matters.
Inability to Access Country
You are solely responsible for fulfilling any entry requirements necessary to gain admission into the country where your Program is located in compliance with Applicable Law and any requirements of Governmental or Regulatory Authorities.
Service Providers
Although ApplyBoard has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that ApplyBoard has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release ApplyBoard from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
Unauthorized use of Access Information
ApplyBoard is not responsible or liable in any way for any use of the ApplyBoard Solution (authorized or unauthorized) by any third party accessing the ApplyBoard Solution using your Access Information, and you accept all responsibility for such use of the ApplyBoard Solution and any consequences resulting from such use of the ApplyBoard Solution.
Use for Time Sensitive Applications
You agree that ApplyBoard will not be liable for any claims or damages arising from such use if you use the ApplyBoard Solution for a time sensitive use.
Availability of the ApplyBoard Solution
APPLYBOARD WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE APPLYBOARD SOLUTION.
Applicable Law
Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
Viruses
The downloading and viewing of Content is done at your own risk. ApplyBoard cannot and does not guarantee or warrant that the ApplyBoard Solution or the Content are compatible with your computer system or that the ApplyBoard Solution, or any links from the ApplyBoard Solution or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and your are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the ApplyBoard Solution.
Communications Not Confidential or Secure
ApplyBoard does not guarantee the confidentiality of any communications made by your through the ApplyBoard Solution, over the internet or over the telephone. Although ApplyBoard generally adheres to the accepted industry practices in securing the transmission of data to, from and through the ApplyBoard Solution, you understand, agree and acknowledge that ApplyBoard cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the ApplyBoard Solution.
18. Your Indemnities
You will indemnify, defend and hold harmless ApplyBoard, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:
your access to the ApplyBoard Solution, and any reliance on any Content obtained by you through the ApplyBoard Solution; or
your unauthorized use or misuse of the ApplyBoard Solution; or
your breach of this Agreement; or
the infringement, violation or misappropriation by you, or any third-party obtaining access to the ApplyBoard Solution through your Access Information, of any intellectual property or other right of any third person or entity; or
your violation of any Applicable Laws.
19. Limitation of Liability
To the maximum extent permitted under Applicable Law, in no event will ApplyBoard be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not ApplyBoard is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the ApplyBoard Solution.
To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of ApplyBoard in connection with or under this Agreement or your use of, or inability to make use of, the ApplyBoard Solution, or for any other claim related in any way to your use of, or inability to make use of, the ApplyBoard Solution exceed the sum of $1,000 Canadian dollars. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.
Nothing in this Agreement limits ApplyBoard’s liability for fraud, personal injury or death to the extent found to be caused by ApplyBoard’s negligence or wilful misconduct.
The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
20. General
Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.
Force Majeure
Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision.
Contracting Status
Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by ApplyBoard in writing, you will neither act nor purport to be acting as the legal agent of ApplyBoard, nor enter into any agreement on behalf of ApplyBoard or otherwise bind or purport to bind ApplyBoard in any manner whatsoever.
Notices
Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or ApplyBoard at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
No Waiver
No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
Severability
If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
Governing Law
This Agreement will be governed by and construed under the laws of the Province of Ontario, Canada. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The ApplyBoard Solution are intended for use only in jurisdictions where they may be lawfully offered for use.
Except as restricted by Applicable Law, Recruiter hereby consents to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the ApplyBoard Solution.
Entire Agreement/Modification
This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
Electronic Agreement
You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by ApplyBoard to show your acceptance of this Agreement and/or your agreement to use the ApplyBoard Solution), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the ApplyBoard Solution, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
English language
It is the express will of the Parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
21. Contact
Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to ApplyBoard or its business, should be directed to ApplyBoard at:
info@applyboard.com
or
ApplyBoard Inc.
101 Frederick Street, Suite 600
Kitchener, ON, Canada
N2H 6R3
P: +1 519 900 6001