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This License Agreement For Common Application® Forms ("Agreement") is between you
(both the individual accessing or using the Forms and any single legal entity on behalf
of which such individual is acting) ("You" or "Your") and Common Application, Inc.
("Common Application"). The licenses granted under this Agreement are also directed
solely to students who want to use the Forms for college/university admissions in
connection with their use of the Common Application web site and for colleges and
universities who are also members of the Common Application.
TAKING ANY STEP TO ACCESS, DOWNLOAD OR USE ANY COMMON APPLICATION® FORM CONSTITUTES
YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN OR ELECTRONIC APPROVAL IS
NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION
OF ANY SUCH WRITTEN OR ELECTRONIC APPROVAL BY OR ON BEHALF OF YOU WILL BE CONSTRUED AS
AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED ANY COMMON APPLICATION® FORM AND SUCH
ORDER IS CONSIDERED AN OFFER BY YOU, VENDOR’S ACCEPTANCE OF YOUR OFFER IS EXPRESSLY
CONDITIONED ON YOUR ASSENT TO THE TERMS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL
OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER BY COMMON APPLICATION, YOUR
ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE
WITH ALL TERMS OF THIS AGREEMENT, YOU MUST RETURN ALL COMMON APPLICATION® FORMS.
1.
Definitions
1.1
"Common Application Forms" or "Forms" means the pre-printed, pre-formatted and
pre-styled college/university admission application, teacher evaluation, school and mid-year
report, instruction booklet and other related forms of Common Application in whatever
media, hard copy, electronic, CD-ROM or otherwise, including any updates or supplements
provided thereto by Common Application for which You are granted a license pursuant to
this Agreement.
2.
COPYRIGHT LICENSE AND OTHER CONTRACTUAL
TERMS
2.1
Limited License For Member Colleges and Universities. If You are a college or
university that is also a member of the Common Application, Common Application hereby
grants You a limited, non-exclusive, non-transferable license (without the right to
sublicense) to (a) reproduce and distribute the Common Application Forms and (b) to
publicly display said Forms solely on Your own web site. Both (a) and (b) above are
also granted solely for Your own internal educational admissions operations. Under no
circumstances are You granted permission to sublicense the Forms for any purpose to
any third party, affiliate or vendor (other than Common Application’s authorized vendor)
unless specifically authorized in writing by Common Application.
2.2
Limited License For Students Applying For Admission. If You are a student
applicant wanting to use the Forms to apply for admission to a member college or
university of your choice, Common Application hereby grants You a limited, non-exclusive,
non-transferable license (without the right to sublicense) to use and answer the
questions contained within the Forms solely for this purpose and to submit the Forms
for admission using the Common Application web site.
2.3
Other Restrictive Contractual Terms. Except as otherwise explicitly stated above,
there is no right to alter, add to, modify or make derivative works of the Forms without
the express written permission of Common Application and You acknowledge and agree that
You have no such rights. For member colleges and universities, You are also permitted
the right to use the Forms in conjunction with other works (such as using Your own
application forms to supplement the use of the Common Application® Forms in Your
admissions package) but this allowance does not grant You any additional rights that
are not specifically granted herein.
2.4
Ownership. Common Application will retain all right, title and interest in and
to the copyright and any other intellectual property rights in the Common Application®
Forms, subject only to the limited licenses set forth in this Agreement. To the extent
written permission is granted by Common Application allowing You to make an authorized
alteration, addition, modification or derivative work in any Common Application Form,
Common Application is hereby assigned all right, title and interest in said alteration,
addition, modification, or derivative, including all of the associated intellectual
property rights. You do not acquire any other rights, express or implied, in the
Forms other than those rights expressly granted under this Agreement.
3.
DISCLAIMER OF WARRANTIES
COMMON APPLICATION MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED,
OF ANY KIND WITH RESPECT TO THE FORMS. THE FORMS ARE PROVIDED “AS IS” WITH NO WARRANTY.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMMON APPLICATION EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE FORMS,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT
OF COURSE OF PERFORMANCE, COURSE OF DEALING, STATUTE OR USAGE OF TRADE. Common
Application does not warrant that the Forms ask all the questions required of any
participating college or university, that the Forms, once completed by a student
applicant, will be properly or timely submitted to any designated college or
university, or that the Forms are error-free.
4.
Termination
This Agreement is effective until terminated. Common Application may terminate this
Agreement at any time upon Your breach of any of the provisions hereof. Upon termination
of this Agreement, You will cease all use of the Forms, return to Common Application or
destroy the Forms in Your possession, and so certify to Common Application, if requested.
Except for the license granted herein and as expressly provided herein, the terms of
this Agreement will survive termination.
5.
General Terms
5.1
Law. This Agreement and all matters arising out of or relating to this Agreement
will be governed by the internal laws of the Commonwealth of Virginia without giving effect
to any choice of law rule. This Agreement will not be governed by the United Nations
Convention on Contracts for the International Sales of Goods or the Uniform Computer
Information Transactions Act (UCITA), the application of which is expressly excluded.
In the event of any controversy, claim or dispute between the parties arising out of or
relating to this Agreement, such controversy, claim or dispute may be tried solely in a
state or federal court for Fairfax County, Virginia, and the parties hereby irrevocably
consent to the jurisdiction and venue of such courts.
5.2
Limitation of Liability and Indemnification. In no event will either party be
liable for any indirect, incidental, special, consequential or punitive damages incurred
by either party or any third party, whether in an action in contract or tort, even if the
other party has been advised of the possibility of such damages or if such damages are
foreseeable. In no event will Common Application be held responsible for the errors or
omissions of any licensee of the Forms nor shall Common Application be liable for any
claims or causes of action arising from any works or products that incorporate the Forms.
In no event will liability for damages under this Agreement exceed the amounts paid by
You for the Forms. If the Forms are incorporated into or used in conjunction with other
works or products, You agree to indemnify and hold harmless Common Application from any
claims or causes of action (be it claims for infringement or otherwise) that arise from
Your products or works that incorporate or are used in conjunction with the Forms.
5.3
Severability and Waiver. If any provision of this Agreement is held to be illegal,
invalid or otherwise unenforceable, such provision will be enforced to the extent possible
consistent with the stated intention of the parties, or, if incapable of such enforcement,
will be deemed to be severed and deleted from this Agreement, while the remainder of this
Agreement will continue in full force and effect. The waiver by either party of any
default or breach of this Agreement will not constitute a waiver of any other or
subsequent default or breach.
5.4
No Assignment. You may not assign, sell, transfer, delegate or otherwise dispose of,
whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or
any rights or obligations under this Agreement without the prior written consent of Common
Application. Any purported assignment, transfer or delegation by You will be null and void.
Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit
of the parties and their respective successors and assigns.
5.5
Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to its subject matter and this Agreement supersedes all prior or contemporaneous
agreements, representations, or understandings, written or oral, explicit or implied,
concerning the subject matter of this Agreement. This Agreement may not be modified or
amended except in a writing signed by a duly authorized representative of each party; no
other act, document, usage or custom will be deemed to amend or modify this Agreement.
It is expressly agreed that the terms of this Agreement will supersede the terms of any of
Your purchase orders or other ordering documents.
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