Please read the following terms and conditions carefully. By accessing the Site or using any of the products and services provided on, or made available via, the Site (individually and collectively, the “Services”), you agree to be bound by the then current terms and conditions of this Agreement, and your continued access to the Site and/or use of such Services constitute your acceptance of any additional or different terms and conditions added to this Agreement in the future. If you do not accept all of the terms and conditions of this Agreement, do not register on the Site, purchase the Services offered on the Site or access any portion of the Site which may be password-restricted., YOUR ACCESS TO THE SITE OR USE OF ANY SERVICES ON THE SITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. DESCRIPTION OF SERVICES

Parchment makes available for purchase certain Services, including the ordering, processing, and delivery of student records via the Internet or otherwise. Access to information and records and the completion of purchase orders concerning the Services is password restricted to persons who: (i) are at least 13 years old, (ii) register with Parchment, and (iii) accept and abide by all of the terms and conditions of this Agreement (“Registered Users”).

Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Parchment products, services, tools or properties directed at Registered Users or visitors of the Site, shall be subject to this Agreement. Parchment is under no obligation to update the Site, the Services or any information or data contained on the Site or used in connection with the Services. Parchment reserves the right at any time and from time to time to modify, discontinue or suspend, temporarily or permanently, its offering of the Services (or any part thereof) without notice or liability to you or any third party.

2. YOUR REGISTRATION OBLIGATIONS

By completing the registration process, you represent that you are at least 18 years old, or otherwise qualify as an eligible person under the Family Education Rights and Privacy Act (“FERPA”). You also agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration form and maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Parchment has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Parchment has the right to suspend or terminate your account and refuse any and all current or future use of all or any of the Services.

3. PARCHMENT PRIVACY POLICY

All information about you including your registration information and any information stored or transmitted in any way on the Site is subject to our Privacy Policy, located at http://exchange.parchment.com/d/.

4. REGISTERED USER ACCOUNT, PASSWORD AND SECURITY

You will receive a password protected Registered User account and a user ID upon completing the registration process. You agree to: (i) maintain the confidentiality of your password, (ii) take full responsibility for all activities by users accessing the Site or the Services through your account(s) (including, without limitation your Registered User account, if applicable), (iii) immediately notify Parchment of any unauthorized use of your account or any other breach of security that you become aware of, and (iv) ensure that you exit from your account at the end of each session. Failure to exit you’re your account can enable the next user of the computer to access and modify information in your account. Parchment is not responsible for any loss or damage arising from your failure to comply with these requirements.

5. CONTENT, USE OF SITE

You, and not Parchment, are solely responsible for all the information, data, text, messages, emails or other communications or materials (“Content”) that you create, link to, transmit or receive by any method on or through the Site. You acknowledge that except as may be set forth in a separate written agreement between Parchment and you, Parchment does not pre-screen Content posted on the Site or transmitted through the Services and is not obligated or responsible to verify the accuracy, reliability, timeliness or appropriateness of such Content. Without limiting the foregoing, you also agree that Parchment may in its sole discretion refuse to post, store or transmit any Content submitted by you, or move, remove, edit or modify any Content on the Site as Parchment deems appropriate.

You will not use the Site and/or the Services to:

(a)  access, store or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b)  impersonate any person or entity including, without limitation, any Parchment employee, agent, or affiliate, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(c)  access, store or transmit any Content that you do not have a right to collect, use, store or transmit under any law or under any contractual or fiduciary relationships (including, without limitation, academic and transcript information and data and other confidential information);

(d)  access, store or transmit any Content that infringes any intellectual and/or industrial property rights of any kind anywhere in the world of any third party;

(e)  store or transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(f)  access, store or transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(g)  interfere with or disrupt the Site, the Services or any servers or networks connected to the Site or used with the Services, or disobey any requirements, procedures, policies or regulations of any networks connected to the Site or used with the Services; or

(h)  violate any applicable local, state, national or international law including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any other regulations having the force of law.

6. REGISTERED USER CONDUCT AND USE OF THE SITE

Parchment takes the safety and security of its Registered Users and online visitors very seriously. If Parchment believes that a Registered User of any account or visitor to the Site is harassing, deceiving, harming or otherwise endangering the physical or emotional well-being of any other person directly or indirectly through the Site or the Services, Parchment (in its sole discretion) may notify the appropriate law enforcement authorities and cooperate to the full extent requested by such authorities in their investigation of such allegations and in any resulting criminal actions, or at Parchment’s sole discretion, at the request of third parties in any resulting civil action. Such cooperation may include, without limitation, the disclosure of personally identifying information and/or private communications transmitted through the Site.

7. INDEMNITY

You agree to indemnify, defend and hold Parchment (and its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, partners, customers and employees) harmless from any claim, demand, suit, damages, losses and costs (including reasonable attorneys’ fees) made by any third party due to or arising out of (i) your violation of this Agreement or (ii) your violation of any law or the rights of any person or entity arising out of or related to the use of the Site or Services. Parchment reserves the right to assume the exclusive defense and control of any such claim, demand or suit.

8. GENERAL PRACTICES REGARDING USE AND STORAGE

You agree that Parchment may from time to time establish and modify in its sole discretion general practices and limits concerning use of the Services including, without limitation, the order form procedures, document delivery options, and timeliness guarantees (if any). You agree that Parchment reserves the right to log off Registered User accounts that are inactive for an extended period of time at its sole discretion.

9. TERMINATION

You may terminate your Registered User account at any time for any reason by sending an email to Parchment at customerservice@parchment.com requesting such termination. You agree that Parchment, in its sole discretion and without notice or liability to you or any third party, may terminate your Registered User account if Parchment believes that you have violated or acted inconsistently with any term of this Agreement. Termination of this Agreement will not relieve you of any liabilities or obligations accrued on or before the date of termination, or limit any other remedies available to Parchment arising out of your breach of this Agreement. Your indemnification obligations under Sections 7 and 12 will continue after any termination of this Agreement.

10. DEALINGS WITH ADVERTISERS

From time to time, Parchment may enter into agreements with third-party advertisers to advertise and promote their goods and/or services on the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers found on the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Parchment shall not be responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of any advertisers on the Site.

Depending on the options selected by you in your Registered User account profile (which may be changed by you at any time), such third party affiliates of Parchment may, from time to time, send email messages to you containing advertisements and promotions. Parchment makes no representation or warranty with respect to the content of any such email messages or any goods or services which may be obtained from such third parties, and you agree that Parchment will not have any responsibility or liability with respect thereto.

11. LINKS

The Site contains links to other Web sites and resources. Parchment does not endorse and is not responsible or liable in any way for any Content, advertising, services or goods on or available from such sites or resources. You agree that Parchment is not responsible and will have no liability for any reliance by you or other visitors and Registered Users in any way on the Content on such Web sites or any other Content linked to such Web sites. You further agree to indemnify, defend and hold Parchment (its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, partners and employees) harmless from and against any claim, demand or costs (including attorney’s fees and expert witness fees) made by any third party arising out of or relating to your linking to or use of any third-party Content.

12. INTELLECTUAL PROPERTY, COPYRIGHT AND TRADEMARK NOTICE

Parchment, its affiliates and licensors retain all right, title and interest in and to the Site, the Services, all Content provided on the Site (excluding third party Content, if any), and the business process, procedures, methods and techniques used on or in connection with the Site and the Services, and all patent rights, copyrights, trademark rights, trade secret rights and other proprietary rights therein or related thereto (“Intellectual Property”). You may not modify, publish, transmit, transfer or sell, rent, lease, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit the Intellectual Property, in whole or in part, except as expressly permitted in this Agreement or with the prior written consent of Parchment.

Subject to any third-party license restrictions, you may copy and create derivative works of the Content displayed on the Site solely for your personal, non-commercial, educational use, provided that you do not remove any trademarks, copyright notices or any other notice contained in such Content.

You agree not to modify any Site Content, or Site or Services object code or source code in any manner or form, or to use modified versions of such Content or code for any reason including, without limitation, for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Parchment for use in accessing the Services.

The use of any Parchment (or any Parchment affiliate or licensor) trademark or service mark without Parchment’s (or the appropriate owner’s) express written consent is strictly prohibited.

13. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PARCHMENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AS TO THE SITE AND ITS CONTENT, AND THE SERVICES.

(b) PARCHMENT AND YOU, PARCHMENT MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE, TIMELY OR COMPLETE, AND (IV) ANY ERRORS IN ANY SOFTWARE USED ON THE SITE OR IN CONNECTION WITH THE SERVICES WILL BE CORRECTED.

(c) EXCEPT AS MAY BE SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN PARCHMENT AND YOU, PARCHMENT IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR: (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN PARCHMENT, (II) DAMAGES OF ANY KIND THAT RESULT FROM THE DOWNLOADING OF ANY DATA, PROGRAMS OR ANY OTHER MATERIALS ON THE SITE OR THROUGH THE SERVICES, OR (III) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SITE OR THE SERVICES.

14. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER PARCHMENT NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR: (I) ANY AMOUNT IN EXCESS OF TWENTY-FIVE U.S. DOLLARS ($25), (II) ANY LOST DATA OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF PARCHMENT OR TIS AFFILIATES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE COST OF PROCURING SUBSTITUTE SERVICES .

15. EXCLUSIONS AND LIMITATIONS

IF ANY OF THE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET FORTH IN SECTIONS 13 AND 14 ARE FOR ANY REASON HELD TO BE INVALID OR UNENFORCABLE, THIS AGREEMENT AND THE BALANCE OF THE PROVISIONS HEREOF SHALL NONETHELESS REMAIN IN EFFECT.

16. GENERAL INFORMATION

This Agreement constitutes the entire agreement between you and Parchment, superseding any prior agreements between you and Parchment. This Agreement is governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Los Angeles, California. The failure of Parchment to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

17. VIOLATIONS

Please report any violations of this Agreement to our Customer Service department at customerservice@parchment.com.