Last updated: July 2018
This Customer Agreement (“Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) to be provided to you by Apply Me Inc. (“Apply.me”) and is an agreement between Apply.me and you (“Customer”). This Agreement takes effect when you click or check the applicable button or box associated with this Agreement or, if earlier, when you use any of the Services (“Effective Date”). Apply.me may update this Agreement from time to time and will notify Customer of such updates either via email or by posting notice of such changes on its website, or other reasonable means. Customer’s continued use of the Services after Apply.me’s provision of a notice of an updated version of this Agreement shall constitute Customer’s consent to such updated Agreement.
1. Terms of Service.
1.1 Access and Use of Services.
Customer may access and use the scholarship management interface technology and services offered by Apply.me on its web site at http://apply.me (“Website”) to which Customer has subscribed or agreed to accept (“Services”), in accordance with this Agreement. Without limiting the foregoing, the permission granted to Customer to access and use the Services is based on the agreement of Customer to not access or use the Services for the purpose of: (i) developing a product or service that could reasonably be regarded as being competitive with the Services, or (ii) monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes, except with Apply.me’s prior written consent. Customer shall not, and shall not permit third parties to, block, mask or obscure advertisements that appear on the Website.
1.2 Prohibition on Double Registration.
Before Apply.me applies to scholarship providers on Customer’s behalf (to the extent that Apply.me will make such applications), Apply.me will provide Customer with the opportunity to reject individual scholarship providers proposed by Apply.me. Customer undertakes to reject any scholarship provider to which Customer or anyone on Customer’s behalf has applied in the past. Customer acknowledges that any failure to reject duplicative applications may disqualify other applications filed by or on behalf of Customer to the applicable scholarship providers, and Customer hereby waives all claims against Apply.me relating to such disqualification.
1.3 Additional Services.
Apply.me may from time to time offer additional services (“Additional Services”). Should Customer elect at any time to accept or purchase any Additional Services, Customer may be required to enter into a specific agreement for such Additional Services (“Additional Agreement”), provided that the terms of this Agreement will continue to apply to such Additional Services unless specifically amended by an Additional Agreement or unless the terms of this Agreement conflict with the terms of such Additional Agreement. Unless the relevant Additional Agreement provides otherwise, the term “Services” shall include also all of the Additional Services.
1.4 Customer Account.
To access the Services, Customer must create an account associated with a valid email address (“Account”). When Customer signs up for the Services, Apply.me shall create a dedicated email address on behalf of Customer with apply.me (“Apply.me Email Address”). When Apply.me applies on Customer’s behalf to third party service providers as part of the Services, including scholarship providers and other relevant service providers, Apply.me will use Customer’s Apply.me Email Address, and not Customer’s personal email address. Customer is solely responsible for Customer’s Account, including for: (i) controlling the access to, and use and security of, the Account and Customer’s Content (as defined below), (ii) maintaining the security of the passwords and other measures used to protect access to the Account, and (iii) all instructions provided to Apply.me through the Account, whether or not authorized by Customer. Apply.me is not responsible for unauthorized access to the Account. Customer will contact Apply.me immediately if Customer believes an unauthorized third party may be using the Account. Nothing in the foregoing requires Apply.me to monitor the Account for unauthorized access or any other security breach. “Customer’s Content” shall mean any information Customer has provided or has been collected in connection with establishing the Account or using the Services.
1.5 Separate Services; Disclaimer.
Apply.me may from time to time make available to Customer, either through the Services or through a separate correspondence to Customer, certain third party services or offers that are not included as part of the Services, including, without limitation, services offered by third-party scholarship providers (“Separate Services”). Customer hereby provides its affirmative consent to receive offers for Separate Services through email, such consent which may be withdrawn at any time at Customer’s discretion by sending an email to email@example.com. Customer hereby agrees to review, all terms of service and other agreements related to all Separate Services. Customer shall be solely responsible for strict compliance with any such terms of service or other agreements and from any liability arising from Customer’s use of the Separate Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, APPLY.ME MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SEPARATE SERVICES AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES CAUSED BY THE SEPARATE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF ANY MISREPRESENTATIONS OR VIOLATIONS OF LAW, AND, AS BETWEEN CUSTOMER AND APPLY.ME, SUCH SEPARATE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND APPLY.ME ADVERTISEMENT OF ANY SEPARATE SERVICE DOES NOT CONSTITUTE AN ENDORSEMENT OF THE SEPARATE SERVICE.
1.6 Third Party Services.
Certain components of the Services may be comprised of third party services (“Third Party Services”), and Apply.me may perform its obligations hereunder through the third party providers of such Third Party Services (e.g.: credit clearing company) (“Third Party Service Providers”). APPLY.ME MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE THIRD PARTY SERVICES. Without restricting the limitation of liability and disclaimer of warranty provisions of this Agreement, Apply.me shall be responsible to Customer for Third Party Services to no greater extent than the same extent as such Third Party Service Providers are liable to Apply.me for provision of the Third Party Services. Apply.me may at any time, in its sole discretion, replace its Third Party Service Providers without any liability.
1.7 Services Changes.
Apply.me may change or discontinue any of the Services or change or remove features or functionality of the Services from time to time, without any liability to Customer. Apply.me will use commercially reasonable efforts to notify Customer of any material change to or discontinuation of the Services.
1.8 Suspension of Services.
At any time Apply.me may suspend the provision of Services to Customer and remove any Customer’s Content transmitted via the Services without liability: (i) if Apply.me reasonably believes that any Service is being used in violation of this Agreement or applicable law, (ii) if Apply.me reasonably believes that the use of the Services by Customer may pose a security risk to Apply.me or any third party, (iii) if ordered by a law enforcement or government agency or otherwise in order to comply with applicable law, (iv) if necessary for operation, maintenance or expansion of Apply.me’s Services, or for other technological purposes, (v) if required or requested by a Third Party Service Provider or if the Third Party Service is suspended or ceases to be provided for any reason (whether generally or through Apply.me), or (vi) if Customer fails to fulfill Customer’s payment obligations. To the extent practicable, Apply.me shall use commercially reasonable efforts to notify Customer prior to suspending Services, except that no notice is required prior to suspension due to not fulfilling payment obligations. Information on Apply.me’s servers may be unavailable to Customer during a suspension of Services.
2. Payments, Taxes.
In consideration for Customer’s usage of the Services, Customer agrees to pay Apply.me fees at Apply.me’s then-current pricing for the Services as published from time to time on the Website. Apply.me may in its sole discretion modify the pricing charged for the Services, provided that if prices increase Apply.me will provide Customer at least 21 days’ notice (which notice may be posted on the Website and/or sent by email to the email address maintained for the Account) of any such change as it applies to Customer’s use of the Services and unless Customer notifies Apply.me in writing of Customer’s termination of Customer’s use of the Services and this Agreement within 14 days after delivery of such notice, then such changed pricing shall apply thereafter Customer’s access to and use of the Services. Customer shall maintain a valid credit card or PayPal account on file with Apply.me at all times for the Account. Apply.me shall automatically bill Customer’s credit card or PayPal account for the Services ordered by Customer, in a one-time payment or in periodic payments if a periodic subscription is agreed between the parties, and Apply.me shall send a sales receipt to Customer for the same via email. All payments from Customer to Apply.me in connection with this Agreement must be made in United States Dollars. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ALL CLAIMS RELATING TO CHARGES ASSOCIATED WITH THE SERVICES UNLESS CLAIMED WITHIN SIXTY (60) DAYS AFTER THE CHARGE.
Subject to the requirements of Section 3 below, Customer may cancel their Services by (i) submitting a cancellation request through their Account on the Website; (ii) sending an email to firstname.lastname@example.org specifying the Apply.me Email Address and clearly indicating that they want to cancel or (iii) calling customer service at 1-800-494-4908, Monday – Friday, 10a.m. to 7p.m. EST.
Except as specifically identified in this Section 2.3, all payments to Apply.me are non-refundable. If Customer purchased a Service that began with a free trial period and does not cancel prior to the end of the free trial period, (i) the first fee paid following the free trial period is non-refundable and (ii) subsequent fees are non-refundable except that Apply.me will refund upon request the fee paid for the most recent billing cycle so long as Customer has not logged into or otherwise accessed or used the Service during the applicable billing cycle. If Customer purchased a Service that did not begin with a free trial period, fees are non-refundable except that Apply.me will refund upon request the fee paid for the most recent billing cycle so long as Customer has not logged into or otherwise accessed or used the Service during the applicable billing cycle. To request a refund, Customer must submit their request using Apply.me’s contact form, sending an email to email@example.com.
2.4 Delinquent Payments.
Apply.me may charge interest on amounts that are overdue at the lesser of 1.5% per month or the maximum rate permitted by law, plus all reasonable expenses and costs of collection (including collection agency fees, attorney fees and court costs). The assessment of interest on overdue amounts shall not limit Apply.me’s other rights and remedies for late payment, including Apply.me’s right to suspend or terminate access to the Services as allowed elsewhere in this Agreement.
Customer is responsible for any and all sales, use, value-added, excise, personal property, customs fees, import duties, stamp duties, withholding, or any other similar tax, fee or assessment, including penalties and interest, imposed in connection with this Agreement (“Taxes”) and Customer will pay Apply.me its fees without any reduction for Taxes. If Apply.me is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Apply.me on a timely basis with a valid tax exemption certificate authorized by the appropriate taxing authority (along with any supporting documentation that Apply.me may require in connection with such tax exemption certificate). If any deduction or withholding is required by law, Customer will notify Apply.me and pay Apply.me any additional amounts necessary to ensure that the net amount that Apply.me receives, after any deduction and withholding, equals the amount Apply.me would have received if no deduction or withholding has been required. Customer shall provide to Apply.me original or certified copies of all Tax payments or other evidence of payment of Taxes by Customer with respect to transactions or payments under this Agreement.
2.6 Third Party Fees.
Any third party payment fees (including credit card, PayPal and bank fees) (“Third Party Fees”) shall be borne by and are the sole responsibility of Customer, and if charged to Apply.me, Customer shall pay Apply.me an additional amount equaling the amount of such Third Party Fees in order to ensure that the net amount that Apply.me receives equals the amount Apply.me would have received if no Third Party Fees had been charged.
3. Term and Termination.
This Agreement will commence on the Effective Date and will remain in effect until terminated by either party in accordance with the terms hereof.
3.2 Termination for Convenience.
Each party may terminate this Agreement by providing the other party with 7 days prior written notice. Customer’s mere cancelation of its credit card / debit card / PayPal account associated with its Account does not terminate this Agreement or Customer’s obligation to pay for the Services. In such case, Apply.me will continue to the Account as active and the billing cycle will continue, resulting in a past due account that may be turned over to a third party collection service.
3.3 Termination for Breach and Other Reasons.
Apply.me may terminate this Agreement immediately and without liability upon providing notice to Customer as follows: (i) if Apply.me reasonably believes that Customer has violated any provision of this Agreement or applicable law, (ii) if Apply.me is threatened with a legal claim, including for intellectual property infringement related to the provision of the Services, (iii) if any act or omission by Customer results in a suspension described in Section 1.8, (iv) if Apply.me’s relationship with a Third Party Services Provider expires, terminates or requires Apply.me to change the Services or terminate this Agreement, (v) if Apply.me believes providing the Services could create an economic or technical burden or security risk, (vi) in order to comply with applicable law or requests of governmental entities, or (vii) if Apply.me determines that the use of the Services by Customer or Apply.me’s provision of any of the Services has become impractical or unfeasible for any legal or regulatory reason.
3.4 Effect of Termination.
If this Agreement is terminated, then: (i) Apply.me shall cease Customer’s access to the Services as of the date of termination, (ii) all fees and Taxes that Customer is obliged to pay Apply.me, up to the effective date of termination, will be charged at the end of the then-current month, (iii) subject to Section 2.3 above, there will be no refund of any amount already paid by Customer as of the effective date of termination, including any amount in respect of the period following the effective date of termination, and (iv) Apply.me shall maintain Customer’s Content, except for Customer’s credit card information which shall be deleted from Apply.me’s records.
4. Acceptable Use.
4.1 Customer acknowledges that the Services may incorporate, inter alia, content contributed by independent service providers not associated with Apply.me (“Content Providers”). Customer shall use the Services in compliance with all applicable laws, ordinances, rules and regulations, shall not violate or attempt to violate Apply.me’s system or network security, and shall not misuse the Services in any way. Customer shall not (i) engage in, solicit, or promote any activity that is illegal, invasive, violates the rights of others, or could subject Apply.me to liability to third parties, (ii) submit Customer’s Content that is defamatory, misleading, fraudulent, obscene, distasteful, harassing, discriminatory, racially or ethnically offensive, contains sexually suggestive or explicit content, facilitates or promotes illegal activity or contains illegal content; (iii) distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a disabling, destructive or deceptive nature, or (iv) disable, interfere with, or circumvent any aspect of the Services.
4.2 It is clarified that Apply.me may but is not obligated to, monitor in any way Customer’s Content, and it is Customer’s sole responsibility to monitor the content uploaded by Customer or on Customer’s behalf, pursuant to the provisions of this Section 4. In the event there is concern regarding any violation of this Agreement by Customer, Apply.me is authorized, in its sole discretion, to monitor Customer’s compliance, to immediately terminate or suspend the provision of Services to Customer, or to block the transmission of Customer’s Content which in Apply.me’s opinion violates any application law or otherwise may impose any liability on Apply.me.
5. Warranties of Customer.
Customer represents and warrants to Apply.me that (i) Customer’s Content is complete and accurate (besides being a breach of the terms of this Agreement, should Customer’s Content not be complete and accurate, any application that Apply.me may submit on Customer’s behalf may be unsuccessful or discarded, and incorrect Customer’s Content may not be able to be later corrected), (ii) Customer has the requisite power and authority to enter into this Agreement and into any Additional Agreement, and to perform all of Customer’s obligations hereunder, (iii) Customer is a natural person over the age of 13, and (iv) Customer is not named on any U.S. Government denied party list. Customer shall update Customer’s Account information to maintain the accuracy of Customer’s Content during the term of this Agreement.
Apply.me shall promptly notify Customer of any claim subject to indemnification, provided that Apply.me’s failure to do so shall not affect Customer’s obligations hereunder, except to the extent that Apply.me’s failure to promptly notify Customer materially delays or prejudices Customer’s ability to defend the claim. At Apply.me’s option, Customer will have the right to defend against any such claim with counsel of Customer’s own choosing (subject to Apply.me’s written consent) and to settle such claim as Customer deem appropriate, provided that Customer shall not enter into any settlement without Apply.me’s prior written consent and provided that Apply.me may, at any time, elect to take over control of the defense and settlement of the claim.
7. Disclaimers of Warranties and Limitation of Liability.
7.1 Disclaimer of Warranties.
7.2 Limitation of Liability.
8. Proprietary Rights and Confidentiality.
8.1 Customer’s Content.
As between Apply.me and Customer, Customer owns all right, title and interest in and to Customer’s Content.
As between Apply.me and Customer, Apply.me or its licensors own and reserve all rights, title and interest in and to the Services, Apply.me’s trademarks, logos and service marks and all modifications to any of the forgoing and all related intellectual property rights, including, without limitation, all content accessible from the Website (other than Customer’s Content), whether registered or not and whether registerable or not. Customer is required to retain all copyright, trademark and other notices on any copies Customer makes of the Website or any content contained therein.
Should Customer provide Apply.me with any suggestions or ideas pertaining to the Services (“Suggestions”), Apply.me will own all right, title and interest in and to the Suggestions and will be free to use the Suggestions for any purpose without any liability or payment to Customer. Customer hereby irrevocably assigns to Apply.me all right, title and interest in and to Suggestions and agrees to provide Apply.me with reasonable assistance, at Apply.me’s cost, required or desirable in order to document, perfect and maintain Apply.me’s rights in the Suggestions.
Customer agrees not to use any Confidential Information of Apply.me except in connection with Customer’s authorized use of the Services. “Confidential Information” means all non-public information disclosed by Apply.me to Customer in connection with the Services, that Customer should reasonably understand to be confidential, including all non-public aspects of the Services.
8.5 Links to Website.
Customer may link to the Website by using a text link and linking to the Website homepage or any other webpage or content contained on the Website, provided that the link Customer creates and the pages that are activated by the link do not: (i) duplicate Website content, (ii) frame or create a border around Website content or any pages on the Website, or use other techniques that alter in any way the visual presentation or appearance of any content on the Website, (iii) misrepresent Customer’s relationship with Apply.me or otherwise create a false affiliation, connection or association with Apply.me, (iv) imply that Apply.me approves or endorses Customer, Customer’s website or the content contained thereon, or Customer’s goods or services, (v) present false or misleading impressions regarding Apply.me or otherwise damage any goodwill associated with Apply.me’s name, Website, scholarships, other goods or services, or trademarks, (vi) use Apply.me’s trademarks in page text, metatags or hidden text in order to gain higher rankings from search engines, or (vii) use Apply.me’s name, trademarks, or Customer’s relationship with Apply.me, in a promotional manner without Apply.me’s prior written permission.
9. Governing Law; Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the Delaware law in New Castle county without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The parties hereby expressly reject any application to this Agreement of: (i) the United Nations Convention on Contracts for the International Sale of Goods, and (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the competent courts located in the Delaware law in New Castle county, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit Apply.me from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights or to otherwise protect its interests in the Services.
A party’s failure or delay in enforcing any provision of this Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of this Agreement. A party’s waiver of any of its rights under this Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.
The headings in this Agreement are not part of this Agreement but are solely for the convenience of the parties. As used herein, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” All references in this Agreement to “Sections” refer to sections herein.
10.4 Force Majeure.
Neither party shall be in default of any obligation under this Agreement if the failure to perform the obligation is due to any event beyond that party’s reasonable control, including electrical or internet failure, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or events of a magnitude or type for which precautions are not generally taken in the industry.
If any provision of this Agreement is held to be unenforceable for any reason, in whole or in part, such decision shall not affect the validity or enforceability of any or all of the remaining portions thereof. Any such unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
Customer may not assign this Agreement without the prior written consent of Apply.me.
Apply.me may provide notice of changes to this Agreement to Customer either via e-mail or by posting a notice of such changes on the Website. Customer may provide notice to Apply.me by courier, mail, facsimile or e-mail, provided that receipt of such notice is verified in writing by Apply.me. Apply.me can be reached at: firstname.lastname@example.org, or at Apply Me, Inc., 427 N Tatnall St #91572 Wilmington, Delaware 19801-2230.
10.8 Entire Agreement.