Last updated 6/22/2018
MajorClarity, Inc. (“MajorClarity”, “us”, “we”, or “our”) maintains a college and career readiness platform built for high school and middle school students (“Students”) either individually or through a Client (as defined below, and, together with Students, “you” or “your”) that matches a Student with career pathways, based on a personality assessment, allows a Student to explore those career pathways with activity and video content, including exploring specific jobs within that pathway, and then assists in planning a course of study throughout high school, as well as matching the Student to post-secondary education and employment opportunities based on the Student’s interests and plan of study (collectively, the “Service”), subject to the terms and conditions described herein. Your use of the Service constitutes an agreement by you to abide by these terms and conditions (the "Agreement"). If you have entered into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms and conditions. The term "Client" herein refers to (i) the organization and its officers, directors, agents, and employees or (ii) an individual, in the case of a non-legal entity who are registered to use the Service as a counselor, teacher, admissions officer, or other professional capacity. The term "User" herein refers to a Student, a Student's parent(s) or guardian(s), and/or a person who registers for the Service through an account provided by a Client or who registers for the Service as an individual. If you do not have the necessary authority, or if you do not agree with these terms and conditions, then you may not use the Service.
1. Scope. The Service includes a browser interface and data encryption, transmission, access, and storage (subject to commercially-reasonable limits as may be imposed by MajorClarity in its sole discretion). Client's and User's registration for, or use of, the Service shall constitute an acceptance to abide by this Agreement including any materials incorporated by reference herein. Client and Users are responsible for their own Internet connection, communications and computer costs.
3. Client and User Responsibilities.
3.1 Client Responsibilities. Client is responsible for any and all activities that occur under Client's accounts. Client shall: (i) maintain the confidentiality of Users' names and passwords; (ii) notify MajorClarity immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to MajorClarity immediately and use reasonable efforts to stop immediately any use of the Service inconsistent with the terms of the License provided in Section 2 herein that is known or suspected by Client; (iv) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data collection, use, disclosure and privacy; international communications; and the exportation of technical or personal data; (v) assure that use of the Service shall at all times conform to the terms and conditions of this Agreement; and (vi) not impersonate another user of the Service or provide false identity information to gain access to or use the Service.
3.2 User Responsibilities. Users are responsible for any and all activities that occur under their accounts. Users shall: (i) maintain the confidentiality of their names and passwords; (ii) notify Client who provides User's access and MajorClarity immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iii) report to Client who provides User's access and MajorClarity immediately and use reasonable efforts to stop immediately any use of the Service inconsistent with the terms of the License provided in Section 2 herein that is known or suspected by Users; (iv) use the Service in compliance with all applicable local, state, federal, and international laws, regulations, and conventions, as well as with the terms and conditions of this Agreement; and (v) not impersonate another user of the Service or provide false identity information to gain access to or use the Service. User will not attempt to change any fields that are not intended for User modification. Any attempt by User to view or manipulate the records of another User will be deemed a material breach and, in addition to exercising its termination rights under this Agreement, MajorClarity may, in its discretion, inform any relevant authorities.
4. Account Information and Data.
4.2.1 The Service has security measures in place to help protect against the loss, misuse, and alteration of the data under MajorClarity's control. When the Service is accessed using a supported web browser, Secure Socket Layer (SSL) technology protects information using both server authentication and data encryption to help ensure that data are safe, secure, and available only to authorized users. MajorClarity also encrypts communication between its application server and database server to mitigate risk in the event of a security incident. Finally, we require unique account identifiers and passwords that must be entered each time a user initiates a session, and we monitor platform usage for suspicious behavior. Finally, the Service requires unique account identifiers, user names, and passwords that must be entered each time a Client or User signs on. These safeguards help to prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of data. The Internet, however, is not perfectly secure and MajorClarity shall not be responsible for security breaches not reasonably within its control.
4.2.2 Without limiting the generality of Section 3.1(iv) of this Agreement, Client shall comply with all applicable data security laws, regulations and business guidance published by the Federal Trade Commission, and implement, maintain and update (as appropriate) reasonable security policies, procedures and practices appropriate to the nature of the personal information collected through the Service, in order to protect such information from unauthorized access, destruction, use, modification or disclosure.
4.3 Family Educational Rights and Privacy Act ("FERPA"). In the event Client is subject to the provisions of the Family Educational Rights and Privacy Act (FERPA), the Parties agree as follows: (A) Client appoints MajorClarity as a "school official" as that term is used in FERPA §§99.7(a)(3)(iii) and 99.31(a)(1) and as interpreted by the Family Policy Compliance Office, and determines that MajorClarity has a "legitimate educational interest," for the purpose of carrying out its responsibilities under the Agreement. (B) MajorClarity acknowledges that it shall be bound by all relevant provisions of FERPA and agrees that personally identifiable information obtained from Client by MajorClarity in the performance of this Agreement: (i) will not be disclosed to third parties, except as expressly provided for in FERPA §§99.31, without signed and dated written consent of the Student, or if the Student is under eighteen (18) years of age, signed and written consent of the Student's parents/guardians and (ii) will be used only to fulfill MajorClarity's responsibilities under the Agreement. In accordance with FERPA, the Parties agree that any consents to disclose information may be made electronically.
4.4 Children's Online Privacy Protection Act ("COPPA"). Without limiting the generality of Section 3.1(iv) of this Agreement, in the event that Client's use of the Service subjects Client to the provisions of COPPA, Client acknowledges that: (i) if it chooses to make Family Connection available to Users that Client shall be considered the "operator" of that website for the purposes of COPPA, and (ii) Client shall fully comply with COPPA and any rules or regulations promulgated thereunder.
5. MajorClarity Ownership. MajorClarity alone (and its licensors, where applicable) owns all right, title and interest, including all related copyright, patent, trademark and other proprietary rights ("Intellectual Property" rights), in and to the Service and will own any suggestions, ideas, enhancement requests, feedback, and recommendations provided by Client, Users, or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service or Intellectual Property owned by MajorClarity to Client or Users. MajorClarity is a registered trademark, and the MajorClarity logo and product names associated with the Service are trademarks of MajorClarity or third parties, and no right or license is granted to use them; provided, however, that Client may link to the homepage of a MajorClarity website or to the Service from another website for the purposes of directing Users to the website or the Service and that such link may include the MajorClarity name and relevant product name(s). Client may not frame any page of a MajorClarity website
6. Third-Party Rights. During use of the Service, Client or User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third-parties showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between Client or User and the applicable third-party. MajorClarity and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Client or User and any such third-party. MajorClarity does not endorse any sites on the Internet that are linked through the Service. MajorClarity is providing these links to Client or User only as a matter of convenience. MajorClarity does not control the third-party sites and in no event shall MajorClarity or its licensors be responsible for any content, data practices, products, or other materials on or available from such sites.
7. Representation & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. MajorClarity represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, and that the Service will perform substantially in accordance with the on-line MajorClarity help documentation under normal use and circumstances. Client and Users represent and warrant that they have not falsely identified themselves nor provided any false information to gain access to the Service and that they will comply with the terms and conditions of this Agreement. Each party represents and warrants that it shall make commercially-reasonable efforts, including the use of virus-scanning software on computers that upload files to the Service, to prevent the Service from becoming infected with or spreading a computer virus.
8.1 Client shall indemnify and hold MajorClarity, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of Client Data infringes the Intellectual Property of, or has caused harm to, a third party, or (ii) a claim arising from or alleging breach by Client or Users of this Agreement; provided that MajorClarity: (a) promptly gives written notice of the claim to Client; (b) gives Client sole control of the defense and settlement of the claim (provided that Client may not settle or defend any claim unless it unconditionally releases MajorClarity of all liability and such settlement does not affect MajorClarity's business or the Service); (c) provides to Client all reasonably available information and assistance; and (d) has not compromised or settled such claim without Client's prior written consent.
8.2 MajorClarity shall indemnify and hold Client and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes the Intellectual Property of a third party, or (ii) a claim arising from or alleging breach by MajorClarity of this Agreement; provided that Client: (a) promptly gives written notice of the claim to MajorClarity; (b) gives MajorClarity sole control of the defense and settlement of the claim (provided that MajorClarity may not settle or defend any claim unless it unconditionally releases Client of all liability); (c) provides to MajorClarity all reasonably available information and assistance; and (d) has not compromised or settled such claim without MajorClarity's prior written consent. MajorClarity shall have no indemnification obligation, and Client shall indemnify MajorClarity pursuant to this Agreement, for claims arising from any alleged infringement related to the combination of the Service with any of Client's or any of Client's licensor's products, service, hardware or business process(es), so long as such use was not authorized or directed by MajorClarity, such authorization and/or direction having been given in writing.
9. Disclaimer of Warranties. (I) MAJORCLARITY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; (II) MAJORCLARITY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. Internet Delays. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MAJORCLARITY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS OR AMOUNTS ACTUALLY DUE FOR PROVISION OF THE SERVICE, IN NO EVENT SHALL ANY PARTY'S AGGREGATE LIABILITY UNDER ANY THEORY OR FOR ANY REASON WHATSOEVER EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL ANY PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Client or Users.
13. Notice. MajorClarity may give notice by means of a general notice on the Service or by written communication or e-mail to the address of the primary contact for Client or Users on record with MajorClarity. Such notice shall be deemed to have been given to Client or Users upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by e-mail). Client or Users may give notice to MajorClarity at any time by letter delivered by e-mail to hello@MajorClarity.com, or such other address as may be designated from time-to-time. Such notice shall be deemed given when received by MajorClarity.
14. Modification. MajorClarity reserves the right to change the terms and conditions of this Agreement at any time in its sole discretion. We will notify you via email of the changes that have been made and such changes shall be effective upon the date outlined in the notice of such change. Continued use by Client and Users after notice shall constitute acceptance of the changes.
15. Assignment. This Agreement, including all rights and obligations hereunder, may not be assigned by Client or Users without the prior written approval of MajorClarity, however, this Agreement may be assigned by either party without prior written approval to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this Section shall be void.
16. General. This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the Virginia. All parties will at all times comply with all applicable laws, rules and regulations. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between MajorClarity and Client or MajorClarity and Users as a result of this Agreement or use of the Service. The failure of MajorClarity to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MajorClarity in writing. This Agreement comprises the entire agreement between MajorClarity and Client and MajorClarity and Users with respect to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
17 Use of Interactive Areas.
17.1 The Service may contain discussion forums in which Clients, Users, or third-parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third-party providers, or post other content, messages, materials or other items ("Interactive Areas"). If MajorClarity provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. You acknowledge and agree that MajorClarity may set up any such forum to be accessible by all Clients and Users or by certain Clients and Users selected at the sole discretion of MajorClarity or any designee chosen by MajorClarity. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by MajorClarity or its designee in its sole discretion, and you may not be given access to certain forums.
17.2 No review, recommendation or rating within the Service or in any Interactive Area shall be deemed to be an endorsement by MajorClarity of any the particular matter subject of the review, recommendation or, if such matter is a third-party provider, a guarantee of such provider's quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.
17.3 MajorClarity takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is MajorClarity liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, MajorClarity is not liable for any statements, representations or content provided by its Clients and Users in any public forum, personal home page or other Interactive Area. Although MajorClarity has no obligation to screen, edit, or monitor any of the content posted to or distributed through any Interactive Area, MajorClarity reserves the right, and has absolute discretion, to remove, screen, or edit without notice any content posted or stored within the Service at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any material you post or store in these areas at your sole cost and expense.
17.4 The following are not permitted, and by using the Service you represent, warrant, and agree that you will not contribute any content or submission, or otherwise use the Service or interact with the Service in a manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including MajorClarity); (ii) copies, stores, or distributes any significant portion of our content; (iii) violates any law or regulation; (iv) is bullying, harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (v) compromises the security of your MajorClarity account or anyone else’s, including allowing someone else to log on as you; (vi) attempts, in any manner, to obtain the password, account, or other security information from any other User or Client; (vii) scrapes or crawls any page of our Service (either through manual or automated means); or (viii) attempts to re-create, reverse engineer, or otherwise obtain the source code of our Service.
17.6 MajorClarity does not and cannot review all content submitted by Clients and Users to the Service, and MajorClarity therefore does not make any representation or warranty with respect to it and MajorClarity does not endorse any specific products or services which may be included in any such content. However, MajorClarity reserves the right to block or remove content or communications that MajorClarity determines, in its discretion, to be in violation of these Terms of Service. As explained above, under Disclaimer of Warranties, the Service is offered "as is," and you use it at your own risk. Without limitation, this means that, despite the requirements of these Terms of Service, Clients and Users may post content that violates them. MajorClarity assumes no responsibility or liability for such content. If you have submitted objectionable content, MajorClarity may, in its sole discretion, terminate your account, take legal action against you and/or, if applicable, notify the appropriate authorities or parties, all without prior notice or liability to you.
18. Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. MajorClarity reserves the right to remove any material on the Service which allegedly infringes another person's copyright. If you believe in good faith that materials hosted by MajorClarity infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked. Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work; (iii) a description of the material that you claim to be infringing, as well as its location within the Service; (iv) your name, address, telephone number, and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice at hello@MajorClarity.com.