Business Agreement

BUSINESS USER AGREEMENT

PLEASE REVIEW THIS BUSINESS USER AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR PARTICIPATING IN ANY BULLETIN BOARD, MAILING LIST, WEBSITE, TRANSACTION OR OTHER ON-LINE FORUM OR SERVICE MADE AVAILABLE BY CAMPUS ESSENTIALS, LLC (“CAMPUS ESSENTIALS” OR “WE”) AT ENTRY-POINT URL (https://www.campusessentials.com) AND ITS RELATED WEBSITES (“SITE” OR “SITES”). BY USING AND P AR TICIP A TING IN THE SITES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT, AGREED TO SUCH TERMS, AND THAT SUCH USE GIVES RISE TO A BINDING LEGAL AGREEMENT BETWEEN YOU AND CAMPUS ESSENTIALS®, AND THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. THE PARTICIPATING INSTITUTIONS ARE THIRD PARTY BENEFICIARIES OF THE AGREEMENT AND MAY ENFORCE THOSE PROVISIONS BELOW THAT RELATE TO THE PARTICIPATING INSTITUTIONS.

THIS AGREEMENT is entered into between you and your affiliated entities, hereinafter called “Business User”, and CAMPUS ESSENTIALS, LLC, a Florida limited liability company, hereinafter called “CAMPUS ESSENTIALS®”.

WHEREAS, CAMPUS ESSENTIALS® is in the business of providing, maintaining, and hosting an on-line forum and service that provides, without limitation, bulletin boards, mailing lists, on-line transaction capabilities, exclusive to students at certain qualified educational institutions at entry-point URL (https://www.campusessentials.com) and its related websites (“Site” or “Sites”);

WHEREAS, Business User desires to advertise, market, or otherwise access and participate on the Sites for business, advertising, or marketing purposes;

WHEREAS, CAMPUS ESSENTIALS® agrees to extend to Business User a non-exclusive revocable license to access the Sites for limited purposes and subject to the terms and conditions of this Agreement, as it may change from time to time in the discretion of CAMPUS ESSENTIALS®; and

NOW THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party as having been given and received, in full, the parties, intending to be legally bound, hereby agree as follows:

  1. Recitals: The parties agree that the foregoing recitals are true and correct and incorporated herein by this reference.
  2. Right of Modification. CAMPUS ESSENTIALS® reserves the right to change or modify the terms of this Agreement at any time, in the exercise of the sole discretion of CAMPUS ESSENTIALS®. Any change or modification to the Agreement will be effective immediately and without any asset or acknowledgement from you, as a Business User of the Sites. For any material that is changed, added, taken away. Any services provided by Campus Essentials, LLC.

changes to the terms of this Agreement, CAMPUS ESSENTIALS® will take reasonable steps to notify you of such changes. In all cases, your continued use of the Sites after publication of such modifications, with or without notification or actual knowledge, constitutes binding acceptance of those modified terms. If you do not accept any modification to the terms of this Agreement, the sole and exclusive remedy of Business User is to discontinue using the Sites and to those remedies set forth in this Agreement.

  1. General Restrictions on Online Conduct. As a Business User, you agree to use the Sites in accordance with all applicable law and authority. Further, you agree that you will not use the Sites for organized partisan political activities, discriminatory activity (including, but not limited to, on the basis of race, color, religion, sex and national origin), or any of the other matters enumerated herein. You agree that you will not email or post any of the following content (“Prohibited Content”) anywhere on the Site, or on any other CAMPUS ESSENTIALS® computing resources:
  • Content that defames, slanders, harasses or threatens others;
  1. Content that discusses illegal activities with the intent to commit such activities; or 
encourages others to commit such activities;
  • Content that infringes or misappropriates another’s intellectual property rights including, but 
not limited to, copyrights, trademarks, trade secrets, or patents;
  1. Content that you do not have a right to disclose under contractual confidentiality obligations 
or fiduciary duties;
  • Material or Content that contains obscene (e.g. pornographic, offensive, etc.) language or 
images;
  1. Advertising, promotional materials, or any form of commercial solicitation that you are not 
authorized or licensed to perform or engage in;
  • Content that otherwise harms other users or visitors to the Sites;
  • Content that is otherwise unlawful or that violates any applicable local, state, national or 
international law;
  1. Content that probes, scans, or tests the vulnerability of any system or network including, but 
not limited to, spyware, Trojan horse, computer virus, etc.
  2. Content that breaches or otherwise circumvents any security measures;
  3. Content that interferes with or disrupts any user, host, or network, such as sending a virus, 
overloading, flooding, spamming, or mail-bombing any other user or part of the Sites;
  4. Content that plants malware or otherwise uses the Sites to distribute malware;
  5. Any Content that is deemed objectionable, in the sole discretion of CAMPUS 
ESSENTIALS®.

Although CAMPUS ESSENTIALS® does not routinely screen or monitor content posted by users to the Site, CAMPUS ESSENTIALS® reserves the right to remove Prohibited Content of which it becomes aware, but is under no obligation to do so.

Copyrighted material including, but not limited to, software, graphics, text, photographs, sound, video and musical recordings, may not be placed on the Site without the express permission of the owner of the copyright, or other legal entitlement to use the material.

In addition, as a condition of accessing the Sites, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Sites other than as expressly allowed under the terms of this Agreement; (b) use CAMPUS ESSENTIALS® or any Participating Institutions name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Sites (including, without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Sites, place pop-up windows over its pages or otherwise affect the display of its page; or (e) interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites.

You agree that you will not access or attempt to access any other user’s account, allow others to access your account, or misrepresent or attempt to misrepresent your identity while using the Sites.

  1. Limitation on Use or Participation on Sites. As a Business User, you will not be provided the same access or granted the same rights of participation as a student user. The Terms of Use Agreement applicable to student users, however, is incorporated into this Agreement and made a part hereof, and you are required to comply with all of its terms and conditions that may be applicable to your use, and are hereby put on notice of all of the terms, conditions, representations, waiver of warranties and disclaimers contained in the Terms of Use Agreement. The student Terms of Use Agreement is either attached hereto or available by following this link. In the event of a conflict between the terms of this Business User Agreement and the Terms of Use Agreement, the terms of this Business User Agreement shall control unless expressed otherwise by CAMPUS ESSENTIALS®.
  2. Development of Ads and Marketing Materials. As set forth herein, Business Users must have all rights and authority to publish and otherwise advertise any and all content that it intends on posting to the Sites. CAMPUS ESSENTIALS® takes no responsibility and assumes no liability for reviewing the advertisements proposed for Site publication. In fact, all Business Users expressly agree to hold harmless and indemnify CAMPUS ESSENTIALS® from any and all liabilities that may arise, directly or indirectly, from any manner of postings, advertisement, content, or other matters of Business User’s participation on the Sites (Hold Harmless and Indemnity provided for more specifically in Section 8 herein).
  3. Consideration and Payment for Advertising, Marketing, or Other Business Use. Business User agrees to pay the following consideration to CAMPUS ESSENTIALS® in exchange for the non-exclusive, revocable license granted herein:

Prior to the grant of license, Business User agrees to pay, in USD, the sum of the full amount your ad costs. This sum may be paid by credit card, paypal, or other acceptable means to CAMPUS ESSENTIALS®; and

This sum may similarly be paid by credit card, paypal, or other acceptable means, and CAMPUS ESSENTIALS® may insist that such recurring payment be set-up on an auto-draft, auto-debit, or ACH method of payment.

In the event Business User fails to make any of the payments referenced in this Section or required by this Agreement, by the deadline set forth herein, CAMPUS ESSENTIALS® shall have the right, but are not the obligation, to pursue any or all of the following remedies: (1) terminate this Agreement, (2) withhold all materials, services and creative content of Business User on behalf of Business User, (3) bring legal action to collect any and all sums due and owing, including attorney’s fees and costs. The foregoing remedies are not exhaustive of those remedies that may be available to CAMPUS ESSENTIALS® depending on the circumstances, which may include equitable relief, punitive damages, and other remedies.

All sums not paid when due shall be subject to a late fee of $25 after five (5) days, with the principal balance of what is owed accruing interest at the rate of 1.5% per month or the highest rate available by law, whichever is less.

  1. Disclaimer. CAMPUS ESSENTIALS® makes no representation or warranty that Business User will experience any success from its use of the Sites or from advertising, marketing or other business use related to the Sites or the license granted herein. All other Disclaimers are as set forth in the student Terms of Use Agreement and are incorporated herein by reference.

Business User acknowledges and understands that CAMPUS ESSENTIALS® is not, in any way, shape or form, affiliated or associated with any educational institution. The revocable license granted herein does not entitle Business User to any rights or interest other than to publish approved advertising and/or marketing materials for which Business User has already received or is possessed of authority and rights to publish, and in accordance with the terms of this Agreement as they may change from time to time.

  1. Hold Harmless and Indemnity Agreement. In exchange for CAMPUS ESSENTIALS® agreement to license Business User to participate on the Sites as set forth herein, and for the additional consideration of $10.00 USD, Business User acknowledges and agrees as follows:

Business User represents and warrants that there are no actions, suits, arbitrations, legal or other proceedings pending, or, to the best knowledge of the Business User, threatened before any court or governmental or administrative body or agency, or arbitration tribunal, nor are there any outstanding orders, writs, judgments, injunctions, code violations, decrees of any court, arbitrator or governmental agency to which Business User is a party and adversely affects, without limitation, the business name, intellectual property, services offered and/or marketed and advertised, business license(s) or lack thereof, or any other matter or thing related to the Business User and his intended advertisement(s) or marketing to be published on the Sites and for which Business User is or may become liable.

Business User shall indemnify and save harmless CAMPUS ESSENTIALS®, its members and agents, against and from any and all claims arising from:

(A) the conduct or management of the Business User or of any business connected thereto;

(B) any negligent or otherwise wrongful act or omission of Business User or any of rules set by Campus Essentials, LLC or State or Federal Law. Campus Essentials has the right to take down the companies ad with no warning, no refund, and can be turned into state or federal law enforcement, if content or business attempts to break any law or regulation of advertising.

its employees, agents or contractors;
(C) any and all debts or liabilities incurred as a result of, or in the process of

conducting business or otherwise participating on the Sites.
In case any action or proceeding is brought against CAMPUS ESSENTIALS® or its’ members or agents by reason of any such claim, Business User, upon notice from CAMPUS ESSENTIALS® delivered (by certified mail, return receipt requested) to the Business User’s address as set forth in this Agreement, shall resist and defend such action or proceeding and shall indemnify CAMPUS ESSENTIALS® for all costs (including attorney’s fees whether incurred pre-suit, in arbitration, mediation, litigation or on appeal), expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon.

  1. Confidentiality. Business User agrees that it will not disclose any confidential information specifically including, but not limited to, the identification of student users or any of their contact or other information, customer lists and billing, financial, and operating information about CAMPUS ESSENTIALS® operations and Sites, to any third party (other than its attorneys, accountants or other such parties who have a need to know and who have been informed of and have agreed to the confidentiality requirements of this agreement). Business User further agrees that it will not use any such confidential information for any purposes other than those expressly agreed to by CAMPUS ESSENTIALS® within this Agreement or by separate instrument executed by the Manager of CAMPUS ESSENTIALS®. Moreover, Business User agrees that the confidential information will not be used in any way detrimental to, or to the competitive disadvantage of CAMPUS ESSENTIALS®, as determined by CAMPUS ESSENTIALS® in its sole discretion.

Business User may disclose confidential information pursuant to a lawful subpoena, order or such other legal process or requirement of law, or in defense of any claims or causes of action asserted against it; provided, however, that Business User shall (a) first notify CAMPUS ESSENTIALS® of such request or requirement or proposal for use in defense; (b) obtain consent for such disclosure from CAMPUS ESSENTIALS® which consent shall not be unreasonably withheld or delayed but may be conditioned upon Business User’s agreement to compensate and/or hold harmless and indemnify CAMPUS ESSENTIALS® with the deposit of an ample and reasonable sum of money and/or bond; and (c) exercise reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to the confidential information so disclosed.

Confidential information supplied by CAMPUS ESSENTIALS® that, at the time received by Business User, already rightfully and lawfully in its possession or known to it shall not be deemed to be “confidential information” and Business User shall have no obligation with respect to any such information.

Within two weeks following the termination of Business User’s license, Business User shall promptly return to CAMPUS ESSENTIALS®, all written confidential information received from CAMPUS ESSENTIALS®, along with all analyses, notes, files and memoranda prepared based on confidential information, and shall provide CAMPUS ESSENTIALS® with written certification that all such information and materials have been returned.

Business User acknowledges and agrees that CAMPUS ESSENTIALS® would not have an adequate remedy at law and would be irrevocably harmed in the event that any of the provisions of these rules and regulations. Campus Essentials does not take any fault in the types of ads businesses post. Campus Essentials, LLC will work its hardest to make sure ads are regulated and viewed. Any ads that do not pass our regulation or state or federal regulation and rules will be taken down. Campus Essentials has the right to band any business or person from using www.campusessentials.com in any way.

Confidentiality and Non-Piracy agreement were not performed in accordance with its specific terms or otherwise breached. It is accordingly agreed that CAMPUS ESSENTIALS® shall be entitled to equitable relief, including injunctive relief, to prevent breaches in the event of a breach or threat of breach of the provisions of this Section or to specifically enforce the terms and provisions hereof in addition to any remedy to which CAMPUS ESSENTIALS® may be entitled at law or in equity. Business User agrees that CAMPUS ESSENTIALS® shall also be entitled to relief in the event of the breach of the provisions of this Section and further agrees to pay all costs of either a legal or equitable action, including attorney’s fees and court costs (whether incurred pre-suit, in mediation, arbitration, in litigation and any appeals) if such relief is granted.

“Confidential Information,” as that term is used in this agreement, includes the identity of all student users, business users, and other clients, Participating Institutions, and related contacts of CAMPUS ESSENTIALS®, all information concerning the history and billing of such individuals and entities, products and services offered by CAMPUS ESSENTIALS®, customer lists, trade names, ideas, concepts, internal CAMPUS ESSENTIALS® memoranda, technical know-how, trade secrets, formulas, compilations, programs, devices, methods, techniques, processes, and billing, financial and operating data about CAMPUS ESSENTIALS®, its business and its customers and clientele.

  1. CAMPUS ESSENTIALS® Right to Use Business User Information. Business User acknowledges and agrees that CAMPUS ESSENTIALS® shall have the right to use the information provided by Business User either by Business User’s postings to the Sites or otherwise delivered to CAMPUS ESSENTIALS® or its Participating Institutions. Business User expressly waives any and all claims against CAMPUS ESSENTIALS® and its Participating Institutions for the use of such information including, but not limited to, claims for royalties, damages, equitable relief, attorney’s fees and costs, copyright or trademark infringement, breach of confidentiality or any other cause of action that may exist at law or in equity.
  2. With agreeing to these Terms & Conditions, you the user give CAMPUS ESSENTIALS® the right to access your location and personal information entered while you are using the site. Location services include direct location and near locations of products, events, businesses, and schools
  3. Miscellaneous. Time is of the essence of this agreement. This agreement is made in the State of Florida and shall be governed by Florida law. This is the entire agreement between the parties and may not be modified or amended by the Business User except by a written document signed by CAMPUS ESSENTIALS®. CAMPUS ESSENTIALS® is free to amend, modify, revise, or otherwise alter this Agreement at any time, in the exercise of its sole and absolute discretion. This agreement may be signed in more than one counterpart, in which case each counterpart shall constitute an original of this agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover its reasonable attorneys’ fees from the other party for all matters, including, but not limited to, appeals. St. Johns County, Florida, shall be proper venue for any litigation involving this agreement. This agreement may not be assigned or delegated by either party without the prior written consent of the other party. This Agreement will not be construed against either party as the “draftsman” of this Agreement, it being acknowledged and agreed that the Agreement and its terms represent a bargained-for-exchange and mutual collaboration of the parties hereto.

 

Agreeing to these terms and conditions you give forward the right for Campus Essentials to apply a service that you, your business and other users must follow all rules and regulation in this agreementd. Agreeing that Campus Essentials can take any lawful action or take ads down if Campus Essentials rules ourselves that the ad is breaking a regulation or is offensive. By Continuing further with using Campus Essentials.com you now have agreed to these terms.