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:
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.
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.
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.
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.
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.
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.
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.