- The “Service” is SlideRoom's web-based service named "SlideRoom." It is for organizations to receive and review content from applicants.
- “You” are the school, employer or other organization registering to use the Service.
- An “Applicant” is someone who uses the Service to submit Content and other information to you.
- “Content” is the Applicant’s information (images, audio, video, documents, and other information) submitted to you through the Service, using his or her own log-in information and password.
- “Documentation” means the description of the SlideRoom Service, as provided on the SlideRoom.com website and resource guides, and as updated from time to time during the Term of this Agreement.
- An “Application” is Content submitted by the applicant, plus any other information within the service (i.e. application questions, letters of reference, evaluations, etc.) processed by you using the Service.
- A “User” is a person you invite to use the Service as a reviewer or administrator by creating an account for them which contains secure log in information.
- “Term” includes the initial Term and any then current renewal Term as provided in Section 5 below.
2. Administration of the Service
During the Term, SlideRoom will provide you with the configuration of the Service that you order initially through the SlideRoom registration process and as you may change it from time to time during the Term using configuration update capabilities provided by the Service. SlideRoom is not required to provide updates, enhancements, modifications, revisions, additions, replacements, or conversions to the Service. During the Term, SlideRoom may make reasonable modifications to the SlideRoom Service, provided that the modifications do not materially degrade its functionality or features, and that you are given reasonable notice and information where such modifications may affect your use of it. After the Term, SlideRoom may change or discontinue the Service, may restrict access to the Service, and may delete any Content or information you have submitted, all without further notice to or consent from you or the Applicant. SlideRoom may remove, with or without notice to you, any Content that violates the Applicant’s Service Agreement with SlideRoom, or that is otherwise deemed a potential liability by SlideRoom, in its sole discretion. As a data processor, Slideroom:
- only acts on the data controller’s documented instructions, unless state, federal, or international law to which the processor is subject, determines otherwise;
- assists the data controller, where possible, with implementing measures to comply with the rights of data subjects
- provides the data controller with all information necessary to demonstrate compliance with all applicable security and privacy laws
3. Usage Restrictions
You shall use the Service only as provided in this Agreement and in the documentation provided by the SlideRoom website. You may use the Service solely for your own business purposes. You agree not to use the Service to process Content for any other entity. You may permit either:
- An Applicant authorized by you to access the Service in that capacity or
- A User who is an employee or contractor authorized by you to access the Service on your behalf, and you will not permit anyone other than you to use your log-in information or otherwise access the Service under your user registration.
You agree not to copy, sell, resell, rent or sub-license, lease, loan, redistribute or create a derivative work with respect to the Service or any portion of it (including but not limited to any Program generated by use of the Service), use of the Service or Programs, or access to the Service or Programs. You shall not translate, decompile, or recreate by reverse engineering or otherwise, the source code from the object code of any programs used or supplied hereunder. Nor shall you adapt the Service in any way, other than by using the configuration tools provided for your licensed use.
Users and other web sites may not redeliver any of the pages, text, images, or other content of SlideRoom's web site using "framing" technology without SlideRoom's express written permission.
4. Fees and Payment for the Services
- Annual Fee. You agree to pay the “Annual Fee” applicable to the Services configuration of Features and Program packages that you choose, as described in SlideRoom's fee schedule (http://www.slideroom.com/pricing). The Annual Fee will be charged by SlideRoom upon the execution of this Agreement. If you modify your configuration during the Term, then you agree to pay the Annual Fee applicable to each modification at the time that you order it. The Annual Fee for a modification added during the Term is the same as one chosen at the beginning of the Term, and is not prorated for the partial Term in which it applies. The Term is not extended by such a modification.
- Submission Fee. You agree to pay each “Submission Fee” incurred using your Service configuration(s), and SlideRoom may charge you for each Submission Fee. However, if your Services are configured such that the Applicant pays the Submission Fee, then you agree that SlideRoom will charge the Applicant for the Submission Fee, not you, and you agree that SlideRoom will retain any Submission Fee received from an Applicant. In some cases the Applicant may fail to pay the applicable Submission Fee, be subject to fee waivers administered by you, otherwise not required to pay applicable Submission Fee, or may reverse a prior payment of the Submission Fee through the third party payment processor’s policies and procedures. In those cases, SlideRoom will notify and charge you for the Submission Fee. If the Submission Fee is not paid by or for the Applicant in a timely fashion, then you authorize SlideRoom to delete permanently from the Service, and not retain, the Applicant’s Content and other related information.
- No Refunds; No Credits. All of the above fees are non-refundable. For example, there will be no refunds or credits if you discontinue using the Service during the term of this Agreement. SlideRoom may update the fee schedule and the features and functions of the Service from time to time in its sole discretion, on a prospective basis, so that fees incurred after the increase will be billed and payable at the updated levels.
- Application Fees. If you configure your SlideRoom Service to collect Application Fees on your behalf, then you authorize SlideRoom to charge and collect Application Fees directly from Applicants on your behalf. SlideRoom will hold Application Fees for you, with no interest to be payable to you. SlideRoom shall remit Application Fees to you on a quarterly basis. You also authorize SlideRoom to deduct and retain 3.9% payment processing fee for its collection and remittance of Application Fees.
- Offsets. SlideRoom may offset any amounts that you owe SlideRoom against any amount payable to you by SlideRoom, and will provide a written statement of such offset within your scheduled statement.
- Terms of Payment. Payments are due upon receipt of invoice from SlideRoom, and are past due when unpaid 30 days after the date of the invoice.
5. Term and Termination
- The initial Term of this Agreement begins on the date of your registration, and ends at the beginning of the first anniversary of the initial invoice date for the Annual Fee, unless terminated earlier according to these Terms.
- The Term of this Agreement will automatically renew at the end of each current Term for a period of one year at the configuration and fee structure then existing, unless you have given prior notice to cancel or change your account by use of the Service's online account features.
- The Term and this Agreement may be terminated by you at any time and for any reason, on written notice to SlideRoom. In the event that you breach this Agreement or any of SlideRoom’s proprietary rights, SlideRoom may terminate the Agreement by written notice to you.
- At termination or expiration of the Agreement, SlideRoom will stop providing the Service, may delete any Content or other information submitted by you or the Applicant without further notice to you, will invoice you for any fees remaining to be paid, and within forty-five days after termination will remit any Application Fees held on your behalf. SlideRoom shall have the right to retain one or more archival copies of Content, subject to the obligations of confidentiality stated in this Agreement. SlideRoom shall have no obligation either to remove or retain copies of Content after termination or expiration of this Agreement.
- Despite any expiration or termination of this Agreement, paragraphs 4, 5, 6, 9, 11, 12, 13, 16, 17, 18, and 19 shall survive the Term.
6. Ownership of Content
SlideRoom does not claim to own an Applicant’s Content, and assumes that the Applicant owns it.
7. License to Content and Other Information
For the sole purpose of providing the Service to you and to the Applicant, you grant SlideRoom a royalty-free license to Content, to other information submitted with an Applicant’s Application, and to any information that you submit to the Service, only for the purpose of providing the Service to you and the Applicant. That license allows the SlideRoom Service to use, copy, distribute, display, reproduce, transmit, and modify the Content and other information.
8. Security Policies
SlideRoom shall establish such data retention and security policies with respect to provision of the Service and the protection of Content as it deems reasonable and appropriate, to comply with both domestic and international data processing laws.
As a Data Processor, SlideRoom:
- imposes confidentiality obligations on all personnel involved in processing the relevant data;
- ensures the security of the personal data by implementing the measures noted above;
You shall be responsible for determining which of your employees, subcontractors and affiliates are authorized to access and use the Service on your behalf and for maintaining the security for your account and all personal login credentials. SlideRoom shall not be liable for any loss or damage from your failure to comply with this security obligation.
9. Ownership of Service
SlideRoom owns the SlideRoom Service and retains all rights pertaining to it and any other deliverables required of or provided by SlideRoom under this Agreement, including, without limitation, all copies and audiovisual aspects thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights. You shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Service or in any other deliverables hereunder, which shall be confidential information of SlideRoom and the sole and exclusive property of SlideRoom. Any right not expressly granted to you by this Agreement is hereby expressly reserved by SlideRoom. No identifying marks, copyright or proprietary right notices may be deleted from any copy of the Service provided to you.
10. Trademarks and Trade Names
Any and all trademarks and trade names which SlideRoom uses in connection with the rights granted hereunder are and shall remain the exclusive property of SlideRoom. Nothing contained in this Agreement shall be deemed to give you any right, title or interest in any trademark or trade name of SlideRoom, except that SlideRoom grants you a license for the Term to link your website to the Service for purposes of providing Applicant’s access to the Service from your website.
11. Confidentiality and Disclosure
- In general, SlideRoom will not disclose or distribute Content to third parties, other than as indicated by the function of the Service as described in the Documentation, or as otherwise specifically requested by you or the Applicant.
- SlideRoom may report Content if it believes that disclosure is required under law. For example, SlideRoom may be required to disclose Content to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request. SlideRoom will take reasonable steps to attempt to provide you with prior notice of any such disclosure.
- You shall permit only your authorized employees, subcontractors and affiliates to use the Service. Except as otherwise provided in this Agreement, you shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Service to others. You shall use reasonable best efforts to cooperate with and assist SlideRoom in identifying and preventing any unauthorized use, copying or disclosure of the Service or any portion thereof or any of the algorithms or logic contained therein. You acknowledge and agree that because damages for any breach by you of this paragraph would be difficult, if not impossible to determine, in addition to any other remedy at law or in equity that may be available, SlideRoom may enforce this paragraph by seeking an appropriate legal remedy in a court of competent jurisdiction.
Non-Confidential Information. Notwithstanding the obligations as set forth in this Section above, the confidentiality obligations of the parties under this Agreement shall not extend to Content or other information that:
- is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than receiving party;
- was known to or possessed by the receiving party at the time of its disclosure, not under a confidentiality obligation to the providing party, and such knowledge or possession can be proven by documentation;
- is independently developed by the receiving party;
- is subsequently learned from a third party not under a confidentiality obligation to the providing party; or
- is required to be disclosed pursuant to court order, subpoena, or government authority, whereupon the receiving party shall provide notice to the other party prior to such disclosure.
12. Indemnity by SlideRoom Technologies Inc.
SlideRoom will, at its own expense, indemnify and hold you and your officers and employees harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys' fees) brought or alleged by third parties against you, to the extent based on a claim that the Service as used within the scope of this Agreement infringes any United States patents, copyrights, licenses, trade secrets or other proprietary rights, provided that you promptly notify SlideRoom in writing of any such claim, that SlideRoom shall have the exclusive right to control such defense, and that in no event shall you or any indemnified person settle any such claim, lawsuit or proceeding without SlideRoom's prior written approval. SlideRoom agrees to cooperate reasonably with your counsel (retained at your expense) in providing necessary information or receiving suggested input with respect to such SlideRoom controlled defense. The foregoing states the entire liability of SlideRoom with respect to infringement of any copyrights, patents, licenses, trade secrets or other proprietary rights by the Service or any portion thereof. The foregoing indemnification is not applicable to you if you are a public institution that does not permit SlideRoom to control the defense as required above. You hereby waive any other indemnification by or liability of SlideRoom for claims related to such infringement.
13. Indemnification of SlideRoom Technologies Inc.
For your violation of this Agreement, or your use of the Service other than in accordance with SlideRoom’s instructions, you will, at your own expense, indemnify, promptly reimburse SlideRoom for the defense of, and hold SlideRoom and its officers and employees harmless from and against any and all third party claims, actions, liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys' fees) arising out of such violation or nonconforming use. If you are a public institution the foregoing indemnification is not applicable to you to the extent that published state law and state regulations governing you and this Agreement make it unlawful for you to indemnify SlideRoom as otherwise required above.
14. Your Representations and Warranties
You represent and warrant to SlideRoom the following.
- You have obtained any required right and license to use all Content and other information submitted by Applicant in connection with the Service, and to provide the licenses to Content granted to SlideRoom in this Agreement.
- You will abide by your obligations and agreements with any Applicant regarding, and comply with any laws applicable to, the protection or maintenance, confidentiality, or distribution of Applicant’s Content.
- You will cause each User to agree to comply with the terms of this Agreement governing and restricting use of the Service.
- Any User accessing the Service is authorized by you to do so.
- Any User accessing the Service is at least 18 years of age or older.(Remember here that a User is your reviewer or administrator, not the Applicant; Applicants may be younger than 18 years of age.)
- If you learn or have reason to believe that a User has violated or intends to violate the terms of this Agreement, you shall, at your sole expense, discontinue user’s access and take reasonable steps to prevent violations.
- You have read and understand SlideRoom’s standard Applicant Service Agreement, and that these are the terms that SlideRoom and the Applicant have agreed to.
- You will evaluate and bear all risks to you associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
15. SlideRoom’s Representations and Warranties
SlideRoom represents and warrants to you the following:
- SlideRoom will act in good faith, and will use reasonable care consistent with industry standards in providing the Service.
- The Service is in material conformance with, and will perform according to, the Documentation located on:
- SlideRoom will exercise commercially reasonable efforts to promptly fix any material defect in the Service after given written notice of such defect.
- SlideRoom has sufficient right and the authority to enter into this Agreement and to provide the Service under this Agreement.
16. Disclaimer of Warranty
EXCEPT FOR THE WARRANTIES PROVIDED IN SECTION (15) ABOVE, IN ALL OTHER RESPECTS THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SLIDEROOM EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SLIDEROOM DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SERVICE WILL MEET YOUR OR APPLICANT'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE, IF ANY, WILL BE CORRECTED. SLIDEROOM'S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SLIDEROOM FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY OF THE SERVICE OR RELATED SERVICES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE IS WITH YOU.
17. Other Disclaimers
- Except for its expressed obligation to fix any material defect in the Service, SlideRoom is not responsible or liable for the deletion, corruption, or alteration of, or failure to store any message and other communications and information, data, text, software, music, sound, photographs, graphics and video, or other items constituting Content.
- SlideRoom is not responsible or liable for the availability, lack of availability, or content of any third party World Wide Web sites or resources to which links are provided, or which are otherwise accessible, through the Service or Content maintained by the Service.
- SlideRoom does not pre-screen Content or any other information submitted to the Service. Except for providing the upload and access capabilities that are part of the Service as described in the Documentation, it is not responsible for the inclusion of any material or addition of any material to Content by the Applicant or by You.
18. Limitation Of Liability
SLIDEROOM SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, LOST PROFIT, COVER, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EXCEPT FOR SLIDEROOM’S INDEMNIFICATION LIABILITIES STATED IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF SLIDEROOM FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM, INCLUDING, WITHOUT LIMITATION, SLIDEROOM'S OBLIGATION TO INDEMNIFY AND HOLD HARMLESS UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO SLIDEROOM BY YOU HEREUNDER FOR THE SPECIFIC PORTION OF SERVICE GIVING RISE TO SUCH CAUSE OF ACTION OR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
- Entire Agreement. This Agreement, including all attachments, evidences the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes and merges all previous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both parties.
- Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of the services or obligations set forth in this Agreement due to cause beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay.
- Governing Law. This Agreement and performance under it shall be governed by the laws of the State of California, without giving effect to its principles of conflict of laws. SlideRoom and you agree that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement or the subject matter hereof shall be an appropriate federal or state court located in California. Provided, however, if you are a public institution located in the United States of America and the laws of your state require that its laws govern instead of the laws of California, then the laws of your state shall govern; and furthermore, in such case if the laws of your state require that venue for any such litigation be in that state, then venue shall be in that state. Each party submits to the jurisdiction of such court for purposes of any such proceeding.
- Assignment. This Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their permitted successors in interest and permitted assigns. You may not assign, without the prior written consent of SlideRoom, your rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.
- No Waiver. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.
- Enforceability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.
- Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
- No Third Party Beneficiaries. The Parties agree that this Agreement is for the benefit of the Parties hereto and is not intended to confer any fights or benefits on any third party, and that there are no third party beneficiaries as to this Agreement or any part or specific provision of this Agreement.
Limitation of Actions.
- No action, regardless of form, arising out of or relating to this Agreement or the subject matter hereof may be brought by either party more than two (2) years after the cause of action has initially arisen, with the exception of either party's breach of its confidentiality or non-disclosure obligations herein or your violation of SlideRoom's proprietary rights in the Service or any other Service owned by SlideRoom.
- If you are a public institution, SlideRoom acknowledges and agrees that, depending on the state in which you are located and the resulting governing law of this Agreement, your written notification to SlideRoom of the existence of any statutorily mandated limitations on the jurisdiction, forum or legal remedies which SlideRoom may pursue against you as a public institution shall be deemed to have been included, as if notice of such limitations were included by insertion in the express terms of this Agreement.
Last revised on 5/24/2018