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Terms of Use

Effective Date: November 30, 2016

TERMS OF USE

Welcome to Choices360, a site owned and operated by XAP Corporation including its subsidiary Bridges Transitions Inc. (collectively, "XAP")(the "Site").

When you use Choices360, you signify and affirm that you have read, understand, and agree to the following terms and conditions (“Terms of Use”); that you are competent and capable of understanding, agreeing to, and complying with these Terms of Use; and that these Terms of Use form a legally-binding agreement between you and XAP. You may also be required to click-to-agree to these Terms of Use the first time you log into your account and at other possible times. You agree that these Terms of Use are supported by reasonable and valuable consideration (which includes your use of Choices360), and you acknowledge your receipt of and the sufficiency of such consideration. If you do not agree with all of the provisions of these Terms of Use, you may not use the Site. As long as you abide by these Terms of Use and for as long as the Site is operational, XAP grants you a personal, non-exclusive, non-transferable, limited, and revocable license and privilege to use this Site solely for your own personal, non-commercial use.

Eligibility

To use the Site, you must either be 18 or older, or if under 18, you must have parent or legal guardian consent to use the Site and you must be competent and capable of understanding, agreeing to, and complying with these Terms of Use.

Amending these Terms of Use

We may update these Terms of Use in our discretion. Your continued use of the Site following the posting of any change to the Terms of Use means that you accept and agree to abide by these Terms of Use as so changed. The revisions will apply to your use of the Site on and after the date on which we post the revised Terms of Use. Please review the Terms of Use from time to time, so you will be aware of any changes. You can review the most current version at any time at: /Home/terms.aspx. You can determine if these Terms of Use have been revised since your last visit to the Site by referring to the effective date. We will provide notification of significant changes to these Terms of Use through the Site. In addition, if changes are significant, we will also notify you either (i) via your contact information; or (ii) by requiring that you agree to the revised Terms of Use the next time you log into your account.

Description of Services; Use of Site

We provide users with access to an extensive collection of career and education planning and college preparatory resources including but not limited to various applications, planners, a portfolio, and search capabilities through the Site (the "Service"). We provide the Service "AS-IS" and may modify or terminate the Service without notice to you or any user. In addition, should you use the Site or any of the Site Content (defined below) for any purpose that is unlawful or prohibited by these Terms of Use or should you otherwise violate these Terms of Use, we reserve the right to suspend or terminate your account and refuse any and all current or future use of any portion of the Site.

You agree that your use of the Site and its Content will be in compliance with all applicable laws and regulations. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible by others, or otherwise cause damage to the Site or its Content. You agree not to use the Site to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Site. You agree not to attempt to access data or materials not intended for you; not to create a database by downloading and saving any Content on the Site; not to transmit, disclose, collect, or store personal information about others; not to log into an account that you are not authorized to access; and not to test the vulnerability of our network and/or security systems or otherwise breach or circumvent our security in any way. You acknowledge and agree that engaging in any of the above prohibited activities constitutes an unauthorized use of the Site and Content and is a material breach of these Terms of Use, which may result in sanctions, ranging from suspension or termination of your access to the Site to criminal and/or civil liability. Other violations of these Terms of Use may also result in such sanctions and liability.

You are responsible for all software, hardware, services (such as Internet services), and other equipment necessary to access and use the Site, including related expenses, if any.

Content

All information, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork, audio clips, audiovisual clips, text and data compilations, the overall “look and feel,” computer code, and other content contained on or comprising the Site (collectively referred to hereafter as “Content”) (and all present and future, copyrights, trademark rights, patent rights, and other intellectual property and proprietary rights therein and applications and registrations therefor) are owned by, controlled by and/or licensed to XAP, and are protected by copyright, patent, and trademark laws, and various other intellectual property and unfair competition laws.

No part of the Site and no Content may be copied, reproduced, republished, uploaded, downloaded, posted, publicly displayed, encoded, translated, modified, transmitted, sold, distributed, or otherwise exploited in any way, and you may not create derivative works based on or derived from the Site or its Content, without XAP's express prior written consent.

The editorial Content of this Site is available for informational and noncommercial uses only; provided, however, that permission is granted to copy electronically and print in hard copy portions of the Site for the sole purpose of applying to college or using this Site as a career and education planning and college preparatory resource. The editorial Content shall not be modified in any way, and all copyright and other notices on any screen shall be retained.

XAP is not responsible if any Content available on the Site is not accurate, complete, or current. XAP reserves the right to modify the Site and its Content at any time without notice, but has no obligation to update the Site or its Content. It is your responsibility to monitor changes to the Site and its Content.

XAP is a registered trademark of XAP Corporation in the United States. Other trademarks, product names, company names, and logos appearing in the Site are registered and unregistered marks of XAP and/or third parties and are the property of their respective owners. Unauthorized use of such marks is strictly prohibited.

Privacy Policy

To access your account on the Site and use most features of the Site, you will be required to provide XAP with certain information about yourself. XAP will maintain the privacy of your information in the manner and to the extent set forth in our privacy policy. For more information, please review our full privacy policy for the Site at /Home/privacy.aspx. Your use of the Site constitutes your agreement to our Privacy Policy, which Policy is incorporated into and made a part of these Terms of Use by this reference.

Account, Password, and Security

YYou will receive a password and username upon completing the Site's registration process (or you may be given a username and password by a District or school administrator if your District or school sets your account up for you). You are responsible for maintaining the confidentiality of the password and username and are fully responsible for all activities that occur under your password and account, whether with or without your knowledge. You also agree to log out of your account at the end of each session. You agree to notify XAP of any unauthorized use of your account or any other breach of security. XAP may suspend or terminate your account in such event. XAP will not be liable for any loss or damage arising from your failure to comply with this section.

Links to other Sites

This Site may provide links to other World Wide Web sites or resources. These external resources are provided as a convenience to our users. XAP has no control over such external resources, and XAP is not responsible for and does not endorse the content of such external resources, including any information or materials contained therein. You are responsible for making your own independent judgment regarding your interaction with these external sites or resources. You link to such third-party sites and resources at your own risk.

Disclaimer

YOU MAY USE THIS SITE AND ITS CONTENT ONLY AT YOUR OWN AND SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES.XAP AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE AND CONTENT PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “XAP PARTIES”) ARE PROVIDING THIS SITE AND ITS CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS SITE OR ITS CONTENT. XAP PARTIESDISCLAIM ALL REPRESENTATIONS AND WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THIS SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY OTHER IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. IN ADDITION, XAP PARTIESDO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE, OR CURRENT. SITE CONTENT IS SUBJECT TO CHANGE WITHOUT NOTICE. PORTIONS OF THE CONTENT OF THIS SITE ARE PROVIDED AND UPDATED BY THIRD PARTIES. FURTHER, XAP PARTIESDO NOT WARRANT THAT THE FUNCTIONS PRESENTED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF YOUR COMPUTER AND ASSOCIATED EQUIPMENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR OTHERWISE, OBTAINED BY YOU THROUGH THIS SITE, ANY OTHER WEBSITE OPERATED BY XAP OR ANY SERVICE ACCESSED THROUGH ANY SUCH WEBSITE, OR ANY XAP EMPLOYEE OR REPRESENTATIVE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

APPLICABLE LAW IN CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

THIS SERVICE CONTAINS GOOGLE TRANSLATE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. (https://translate.google.com/opens in new window)

Indemnification

You agree to indemnify and hold harmless, and at XAP's request, defend XAP Parties from and against any and all demands, suits, claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs) made by any third party due to or in connection with your use of this Site or its Content (or a third party’s use of the Site or its Content under your username and password, with or without your knowledge); your violation of these Terms of Use or breach of any of your representations and warranties herein; your negligent or willful misconduct; or your violation of any law, rule, or regulation. XAP Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you agree to cooperate with XAP Parties in the defense of such matter.

Limitation of Liability

To the fullest extent permitted by applicable law, under no circumstances and in no event shall XAP Parties be liable, regardless of the cause or duration, for any errors, omissions, or other defects in the Site or Content contained within the Site, for any delay or interruption in the transmission thereof to you, for any malfunction of any service offered on the Site, or for any claims or losses arising therefrom or occasioned thereby. To the fullest extent permitted by applicable law, under no circumstances and in no event shall XAP Parties be liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, multiple, or other damages arising out of or relating to your use of, or inability to use, the Site and/or its Content; from the delay or inability to use the Site or its Content; from any information, products, or services you obtain through the Site; or otherwise arising out of your access to and use of the Site, whether based in contract, tort, strict liability, or otherwise, even if XAP Parties have been advised of the possibility of damages.

In no event shall you recover attorneys’ fees or legal costs. You waive all rights to have damages multiplied or otherwise increased. You and XAP Parties agree that any cause of action arising out of or related to the Site or its Content or these Terms of Use must be filed within one (1) year after the cause of action accrues, or the cause of action is permanently barred. You agree that any and all disputes, claims, or causes of action arising out of or relating to your use of Site or its Content shall be resolved individually, without resort to any form of class action. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE A MATERIAL PART OF OUR AGREEMENT. SOLELY TO THE EXTENT THAT, AS A RESULT OF APPLICABLE LAW, ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY DOES NOT APPLY TO YOU, YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN ALL CIRCUMSTANCES, OUR MAXIMUM AGGREGATE LIABILITY FOR ALL TYPES OF DAMAGES AND LOSSES AND ALL TYPES OF CLAIMS AND LIABILITY SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO YOUR CLAIM.

In agreeing to the limitations of liability in these Terms of Use, you expressly waive any protections (whether statutory or otherwise) that would limit the coverage of the limitations of liability to include only those claims that you know or suspect to exist in your favor at the time of agreeing to the limitations of liability.

Audit Rights and Enforcement

XAP has the right, but not the obligation, at any time and with any frequency in its discretion, to audit your use of the Site to determine your compliance with these Terms of Use. XAPhas the right to enforce these Terms of Use, for any reason and in any manner or by any means that XAP, in its sole discretion, deems necessary or appropriate (including without limitation automated and manual screening, blocking, filtering, and/or the deletion of all or a portion of the Site). If XAPterminates your access to the Site, regardless of the cause or basis for such termination, you agree that XAP shall not be liable for any such termination, and you are not entitled to compensation or damages of any kind as a result of the termination. Accessing the Site after such termination will constitute an act of trespass, among other potential claims.

XAP may, in its sole discretion and without additional notice to you, start, stop, or modify any regulation or enforcement measures at any time. XAPaction or inaction to regulate conduct or to enforce any potential or actual violation of these Terms of Use by any user does not waive XAP’s right to implement regulation or enforcement measures with respect to any subsequent or similar conduct or potential or actual violation of these Terms of Use.XAPmay cooperate with any legal process relating to your use of the Site and/or any third party claim that your use of the Site is unlawful or violates any third party’s rights.

Your Discontinued Use

You may discontinue use of the Site at any time. These Terms of Use will continue to apply to all past use of the Site, even if you are no longer using the Site, whether voluntarily or because we terminated your access.

Notices and Electronic Communications

When you use the Site or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. XAP may provide notices to you by sending them to the email address associated with your account. Any notice sent to you by email will be deemed received when sent. We may also communicate with you by posting notices on the Site, and any such notice shall be deemed received when you visit the Site after we post such a notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notice that you send to XAP must be sent by mail to the following address or to such other address as we provide in a notice to you or on the Site: #350-100 Corporate Pointe, Culver City, CA 90230.

Governing Law and Jurisdiction

This Site is controlled and operated from the United States and is not intended to (and shall not be deemed to) subject us to non-U.S. jurisdiction or laws. Non-U.S. residents are not allowed to use the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of these Terms of Use. If you access the Site, you agree to comply with all applicable local, state, and federal laws, rules, and regulations in connection with your use of the Site. We may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.

These Terms of Use will be governed by and construed in accordance with the laws of the State of California, notwithstanding your actual state of residence, and without regard to any conflict-of-law provisions. By using this Site, you hereby consent to the exclusive personal jurisdiction and venue of the local, state, and federal courts located in Los Angeles County, California, and you waive any objection to jurisdiction or venue. THE PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

Miscellaneous

Any feedback you provide at this Site or otherwise to XAP shall be non-confidential. You represent and warrant that any feedback you provide is and shall remain exclusively owned or controlled by you and does and shall not violate the rights of or cause injury to any third party. XAP shall be free to use such feedback on an unrestricted basis, and you grant XAP an unrestricted, irrevocable, non-exclusive, transferable, sublicensable (through multiple tiers of sublicensees), royalty-free, fully-paid-up, perpetual, and worldwide license to use, reproduce, edit, adapt, publish, translate, create derivative works from, distribute, and display such feedback in connection with the Site or XAP’s business generally (including for advertising and marketing purposes) and in connection with any media, whether now known or hereafter developed. XAP is under no obligation to use any feedback or to pay to use any feedback. You acknowledge and agree that XAP may have something similar already under consideration or development, and XAP will own all right, title, and interest in and to what it creates or develops without use of your feedback.

These Terms of Use (and the privacy policy incorporated herein) constitute the entire agreement between you and XAP regarding your use of the Site. If any provision of these Terms of use is determined to be invalid, illegal, or unenforceable under applicable law, then the invalid, illegal, or unenforceable provision will be deemed to be superseded by a valid, legal, and enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use will continue in full force and effect. XAPs failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practices shall act to modify any of these Terms of Use. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use. We may assign our rights and obligations under these Terms of Use to any party, at any time, and without notice to you, unless otherwise expressly stated herein or required by law. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to these Terms of Use and/or your use of the Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Nothing in these Terms of Use is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use. We reserve all rights not granted expressly in these Terms of Use.