The present terms and conditions (this “Agreement” or “Terms”) is a legal agreement between you and VEGA, a division of Cygnus Marketing Communications, Inc. (hereinafter “VEGA”or “Company”), regarding the use and implementation of VEGA’s services. Should these terms and conditions conflict with an executed VEGA Services Agreement, the VEGA Services Agreement will prevail.

Overview

Please read these Terms carefully before accessing or using our Site and services. Each end-user (“User,” “you “or “your”) agrees to the terms and conditions of the Agreement in their entirety, when she/he/it: (a) accesses or uses the Site; (b) accesses and/or views any of the videos, audio, stories, testimonials, text, photographs, graphics, artwork, information and/or other content featured on the Site, as made available by Company (collectively, the “Content”);(c) accesses information pertaining to Company’s various marketing products and/or services. By using and/or accessing VEGA, Users agree to comply with and be bound by the Agreement in its entirety.

THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, AND LIMITATIONS OF LIABILITY. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

If these Terms are considered an offer, acceptance is expressly limited to these Terms. Any new features or tools which are added to the current offerings shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/ or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

1. Interpretation and Definitions

As used in this Agreement and the VEGA Services Agreement, the following capitalized terms shall have the meanings set forth below. Other terms are defined in the recitals and in the text of this Agreement and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

1.1. “Client Data” means all data, including Confidential Information, obtained by Cygnus in the performance of the Services.

1.2. “Confidential Information” is defined in section 10 a. of the VEGA Services Agreement

1.3. “Deliverables” means any report or analyses derived by Client through its permitted use of VEGA.

1.4. “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patent and industrial property rights; (v) other proprietary rights in intellectual property of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (i) through (v) above.

1.5. “Lead” means self-reported information from a consumer who reports such information online or through a call center with the expectation that he or she will receive information regarding an Advertiser’s products or services.

1.6. “Person” or “person” means any individual, corporation, partnership, limited liability company, trust, estate, or other entity.

1.7. “Services” means the hosted software services and support services provided by VEGA.

1.8. “User” or “You” means any employee, agent, and/or representative acting on behalf of Client that has been registered by Client and authorized to access VEGA by Cygnus.

2. General Terms

VEGA is available only to individuals who can enter into legally binding contracts under applicable law and are acting in their capacity as duly authorized representatives of a valid business entity. The Company Offerings are not intended for use by individuals: (a) under eighteen (18) years of age (or the applicable age of majority in their respective jurisdictions, if greater than eighteen (18) years of age); or (b) not acting in their capacities as duly authorized representatives of valid business entities. If a User is under eighteen (18) years of age(or the applicable age of majority in their respective jurisdictions, if greater than eighteen (18) years of age), if that User is unable to enter into legally binding contracts under applicable law, and/or if that User is not in acting in her/ his capacity as a duly authorized representative of a valid business entity, that User does not have permission to access or use VEGA.

Users shall be responsible, at all times, for ensuring that they have an Internet connection, computer/mobile device, up-to-date Internet browser version, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access VEGA. Company does not guarantee the quality, speed or availability of the Internet connection associated with any mobile device and/or computer. Company does not guarantee that VEGA can be accessed: (i) on all mobile devices; (ii) through all wireless service plans; (iii) in connection with all Internet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless access fees may apply to the use of the Company Offerings through a wireless device. Users are fully responsible for all such charges and Company has no liability or responsibility to any User, whatsoever, for any such charges billed by any wireless carrier.

You may not use our products or Site for any illegal or unauthorized purpose nor may you, in the use of our products or Site, violate any laws in your jurisdiction (including but not limited to motor vehicle laws). You must not transmit any worms or viruses or any code of a destructive nature.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site or any contact on the Site, without express written permission by us. You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. VEGA content is not for resale. Use of the Site does not entitle users to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of VEGA and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of VEGA or our licensors except as expressly authorized by these Terms.

You do hereby acknowledge and agree that VEGA’s Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by VEGA or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on VEGA Services (e.g. Content or Software), in whole or part.

You herein acknowledge, understand and agree that all of the VEGA’s trademarks, copyright, trade name, service marks, and other VEGA logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of VEGA. You herein agree not to display and/or use in any manner the VEGA logo or marks without obtaining prior written consent.

All rights not expressly granted under this Agreement or the VEGA Services Agreement are retained by VEGA. You may access and use the Services so long as such access and use is consistent with the intended use of the Services, as described in the VEGA Services Agreement.

3. Limited Warranty

Company warrants that, it will provide services in a professional and workmanlike manner in accordance with generally accepted industry standards. Company’s sole obligation and User/ Client’s exclusive remedy for any breach of this warranty is limited to (i) at its own expense and within a reasonable time after notice, repair, cure, reperformance or replacement of the Services by Company, or (ii) in the event that Company is unable to repair, cure, reperform or replace the specific defective or nonconforming Services after using its commercially reasonable efforts, a payment by Company of an amount equal to the fee paid by Client for such nonconforming Services. Company’s obligations hereunder for breach of the warranty are conditioned upon User/Client providing sufficient documentation of such non-conformity to enable Company to verify the same.

4. Limitation of Liability

EXCEPT FOR CLAIMS RELATING TO EITHER PARTY’S BREACH OF CONFIDENTIALITY, INTELLECTUAL PROPERTY, WARRANTIES, OR INDEMNITIY PROVISIONS IN THIS AGREEMENT; OR, PERSONAL INJURY, INCLUDING DEATH AND DAMAGE TO TANGIBLE PERSONAL PROPERTY CAUSED BY NEGLIGENCE, WILFUL OR INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COSTS PAYABLE TO THIRD PARTIES SHALL BE CONSTRUED AS DIRECT DAMAGES. THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS STATED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR CLAIMS RELATING TO EITHER PARTY’S BREACH OF THE CONFIDENTIALITY, INTELLECTUAL PROPERTY, WARRANTIES, OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT; OR, PERSONAL INJURY, INCLUDING DEATH AND DAMAGE TO TANGIBLE PERSONAL PROPERTY CAUSED BY NEGLIGENCE, WILLFUL OR INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS, AND CLAIMS BY CYGNUS AGAINST CLIENT FOR NON-PAYMENT OF FEES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR DAMAGES EXCEEDING THE SUM OF THE FEES PAID OR PAYABLE BY THE CLIENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO LIABILITY.

5. Third Party Websites

VEGA contains links to other websites on the Internet that are owned and operated by third parties including, without limitation, the Social Media Websites. The Company does not control the information, products or services made available on or through these third-party websites. The inclusion of any link does not imply endorsement by Company of the applicable website or any association with the website’s operators. Because Company has no control over such websites and/or resources, each User/Entity agrees that Company is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from or through any such websites or for the protection of any User’s/Entity’s data privacy by third parties. Each User/Entity further agrees that Company shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such website.

6. Acknowledgement

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and VEGA. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

Your access to and use of the Service is also conditioned upon Your acceptance of and compliance with the Privacy Policy of VEGA. The Privacy Policy describes our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Application of the Website and tells You about Your privacy rights and how the law protects You. These Terms apply to all visitors, users and others who access or use the Service.

7. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

8. Contact Us

If you have any questions about these Terms, please contact us at info@VEGAforEducation.com.