CAREER SERVICES COLLABORATION TERMS AND CONDITIONS
 
These Career Services Collaboration Terms and Conditions (“Terms”) hereby incorporate by reference any order form that specifically references these Terms (“Order Form,” together with the Terms, the “Agreement”). Any capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the applicable Order Form. In the event of any conflict or inconsistency between the terms of any Order Form and these Terms, these Terms will control solely to the extent of the conflict or inconsistency.
  1. Definition
    • (a) “Authorized Users” means MBAs and CSO Officers. (b) “CSO Officers” means employees of the CSO. (c) “Employers” means all companies that may or currently do recruit MBAs from the Business School. (d) “MBAs” means (i) students currently enrolled in the master of business administration program at the Business School, and (ii) former students who previously obtained a master of business administration from the Business School.
  2. Access to Platform
    • (a) CSO. Subject to continued compliance with the terms of the Agreement, Relish hereby grants to the CSO a revocable, nonexclusive, nontrans­ferable, nonsublicensable, royalty-free and worldwide right during the term of the Agreement to allow Authorized Users to access and use the Platform solely to research and/or pursue employment opportunities with Employers. All rights not expressly granted to the CSO in the foregoing sentence are hereby reserved by Relish. For the avoidance of doubt, the license granted in this Section 2 will terminate upon expiration or termination of the Agreement.
    • (b) Authorized Users. The CSO may not modify or disable any feature of the Platform designed to present Relish’s end user license agreement (and by reference, its privacy policy) (“EULA”) to Authorized Users. The EULA will govern all use of the Platform by Authorized Users. Authorized Users will not be permitted to use the Platform unless and until the EULA has been accepted.
  3. Fees
    • Any Fees owed to Relish by the CSO are set forth in the applicable Order Form.
  4. Warranty Disclaimer
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR THE ORDER FORM, RELISH MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE PLATFORM OR ANY CONTENT OR MATE­RIALS LOCATED THEREON. ACCORDINGLY, RELISH HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PLATFORM AND SAID OTHER CONTENT AND MATERIALS.
  5. Limitation of Liability
    • IN NO EVENT WILL RELISH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE PLATFORM, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF RELISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING UNDER THE AGREEMENT WILL EXCEED FIVE THOUSAND DOLLARS ($5,000).
  6. Confidential Information
    • (a) Definition. “Confidential Information” means any non-public information provided by Relish to the CSO which is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, trade secrets, technical data, product plans, informational materials and/or any documentation relating to the Platform.
    • (b) Non-Use and Non-Disclosure. The CSO will not, during and after the term of the Agreement, disclose the Confidential Information to any third party or use such Confidential Information for any purpose other than as expressly permitted under the Agreement. The CSO will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information.
    • (c) Effect of Termination.Immediately upon expiration or termination of the Agreement, the license granted in Section 2(a) will automatically terminate and Authorized Users must cease all use of the Platform. In addition, no later than thirty (30) days after the date of termination or expiration of the Agreement, the CSO will permanently destroy or return all tangible embodiments of Confidential Information in its possession or control.
  7. Term and Termination
    • (a) The Agreement is effective on the Effective Date set forth in the applicable Order Form and will continue for a period of twelve (12) months unless it is earlier terminated in accordance with this Section 7. The Agreement will then automatically renew for successive twelve (12) month periods.
    • (b) Termination for Convenience. Either party may terminate the Agreement for any or no reason upon thirty (30) days’ prior written notice to the other.
    • (c) Termination for Material Breach. If either party fails to perform any of its material obligations under the Agreement, the other party may terminate the Agreement by giving thirty (30) days’ prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the thirty (30)-day period.
    • (d) Survival. Sections 1, and 3-8 will survive any termination or expiration of the Agreement.
  8. Miscellaneous
    • The Agreement will be governed exclusively by the laws of the Commonwealth of Virginia without reference to its conflicts of laws principles. The CSO may not assign the Agreement without Relish’s prior express written consent, which may not be unreasonably withheld, conditioned or delayed. Relish may assign the Agreement without the prior written consent of the CSO in connection with any reorganization, reincorporation, sale of assets, merger or consolidation. These Terms and any Order Form constitute the entire agreement between the parties relating to the career services collaboration arrangement and supersede all prior or contemporaneous agreements or understandings between the parties relating thereto. Any notices required or permitted under the Agreement may be transmitted by electronic mail, facsimile, courier, certified mail or regular mail. A notice will be deemed delivered on the date the sender can reliably confirm the notice was sent. Relish will send any mailed notices in connection with the Agreement to the CSO’s address set forth in the applicable Order Form. The CSO will send any mailed notices in connection with the Agreement to Relish at the following address RelishMBA, Inc. 1575 Beau Pre Ln Charlottesville, VA 22902 | accounts@relishmba.com | 301.908.0558No waiver or modification of any provision in the Agreement will be valid unless the waiver or modification is made in a writing signed by the parties. If a court with proper jurisdiction holds any provision in the Agreement to be invalid or unenforceable, the remaining provisions will remain in full force.