INTRODUCTION

Welcome to Verto! These Terms of Service (“Terms”) cover your rights and obligations relating to your access and use of the Verto website and any other related services provided by us, as described further in Section 4 (collectively, the “Service”). All references to “we”, “us”, “our”, or “Verto” refer to Verto Education, Inc., a Delaware public benefit corporation. All references to “you,” “your,” or “user” refer to the end-user of the Service, including, but not limited to, (i) individuals interested in learning more about Verto’s Service, (ii) individuals who apply for acceptance into an Abroad Experience (as defined below), (iii) students who have been accepted to an Abroad Experience, and (iv) the parents and/or guardian (collectively, the “Guardian”) of any of the foregoing who are less than 18 years old. In addition to these Terms, please review the Verto Privacy Policy which describes our practices related to collection and use of your information to provide the Service. These Terms incorporate our Privacy Policy,. By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements. If you are a Guardian, your acceptance of these Terms and our Privacy Policy is on behalf of you and your minor.

PLEASE CAREFULLY READ THESE TERMS, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATIONS ON OUR LIABILITY AND YOUR AGREEMENT TO ARBITRATE DISPUTES (SECTION 17). IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

Do not hesitate to contact us at [email protected] if you have any questions or want to discuss these Terms.

AGE POLICY; PERMITTED USERS

The Service is not intended to be used by any person under 16 years of age. By using the Service, you represent to Verto that you are over 16-years-old and that you are legally able to enter into this Agreement. We do not knowingly collect or solicit personally identifiable information from anyone under 16; if you are under 16, please do not use or attempt to use the Service or send any personal information about yourself to us. If we learn we have collected personal information from anyone under 16, we will delete that information. If you believe that a person under 16 may have provided us personal information, please contact us at [email protected].

PERMITTED USE OF THE SERVICE

You may only use the Service for its intended purpose and as permitted by these Terms. You may not use the Service for any other purpose. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service.

OVERVIEW OF THE SERVICE

Verto offers international study abroad experiences (the “Abroad Experience”), that allow users who apply and are accepted to the Abroad Experience (each, an “Accepted Student”) to earn college credit through the University of New Haven (the “Academic Provider”). All Abroad Experience courses, academic programming, credits, transcripts, and faculty are provided by the Academic Provider. The Accepted Student may utilize this college credit from the Academic Provider towards a degree with a Verto partner college to which the Accepted Student gains admission (each a “Partner College”). You can use our website to learn more about and apply for an Abroad Experience as well as manage certain aspects of your Abroad Experience, including making payments.

LIMITATIONS ON USE OF THE SERVICE

You are prohibited from (i) violating or attempting to violate any security features of the Service, including, without limitation, accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; (v) copying, selling, distributing, publishing, downloading, or reproducing any aspect of the Service except as expressly permitted; (vi) modifying, making derivative works of, decompiling, reverse-engineering, disassembling, or otherwise converting any aspect of the Service; (vii) licensing, selling, renting, leasing, transferring, assigning, distributing, hosting, or otherwise commercially exploiting the Service; (viii) accessing the Service in order to build a similar or competitive service; (ix) accessing (or attempting to access) any of the Service by means other than through the interface that is provided by Verto; and (x) removing, obscuring or altering any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Service.

OWNERSHIP OF THE SERVICE

The Service contains important and proprietary property owned by us, including software that constitutes our intellectual property and trade secrets. Nothing in these Terms shall be construed as a conveyance of any ownership right or title in or to our property. We only grant you a nonexclusive, non-transferable, non-sublicensable, and revocable license to use the Service for the purposes permitted by these Terms, and only for as long as you comply with these Terms and are permitted to access the Service.

Further, you may choose to, or we may invite you to submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, and without restriction and will not place us under any fiduciary or other obligation. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.

THIRD PARTY SITES AND SERVICES

Our Service may be integrated with services provided by third parties as part of the functionality of the Service. We make no guarantees about, and assume no responsibility for, the information or services provided by third parties, who are neither agents nor employees of Verto. You acknowledge and agree that we make no representation or warranty about, and do not endorse, third party products or services or the information provided by third parties, whether through the Service or otherwise. Accordingly, we are not responsible for your use of any third-party product or service or any harm or losses arising from or relating to your use of any third-party products or services. You should contact the third party with any questions about their products and services.

VERTO HEREBY DISCLAIMS AND YOU HEREBY DISCHARGE, WAIVE AND RELEASE VERTO AND ITS LICENSORS AND SUPPLIERS FROM ANY PAST, PRESENT, AND FUTURE CLAIMS, LIABILITIES, AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO YOUR INTERACTIONS WITH SUCH THIRD PARTIES AND THEIR PRODUCTS AND SERVICES. For California residents, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

UPDATES TO THE SERVICE

Verto may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Service (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. If you do not want such Updates, you must stop using the Service.

INFORMATION AND CONSENT YOU PROVIDE TO VERTO

You will have the option to provide us with content and information about yourself through the Service, including but not limited to Verto’s Application (as defined in the Privacy Policy). You grant us the right to use the information and content for the purposes described in these Terms and in our Privacy Policy. While we do not claim ownership over any such information and content that you provide, you agree that we have the right to use such information and content in furtherance of the Service. Further, by providing us with information and content through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all content and all information, including Personal Data (as defined in the Privacy Policy), that you provide through the Service.

INFORMATION VERTO SHARES WITH PARTNER COLLEGES, ACADEMIC PROVIDER, & NON-ACCREDITED INSTITUTIONS

A core aspect of the Service is to facilitate applications 1) to the Abroad Experience and the Academic Provider, and 2) to Partner Colleges. In addition to the foregoing, as part of the Abroad Experience Application process, users may choose to indicate interest in attending certain non-accredited institutions or programs (each, a “Non-Accredited Institution”) after completion of the Abroad Experience. Our Privacy Policy explains how we may share your information with these third parties.

INTELLECTUAL PROPERTY RIGHTS OF OTHERS

You may not upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of intellectual property or proprietary rights of any third parties. You represent and warrant to Verto that (i) you own, or have the right to use, all information and content that you provide on or through the Service, and (ii) you have all rights, licenses, consents and releases that are necessary to grant to Verto the license in Section 9. You are solely responsible for any violations of third-party rights and applicable law caused by our uses of your information or content as permitted under these Terms.

DISCLAIMER OF WARRANTIES

VERTO DOES NOT GUARANTEE ACCEPTANCE TO THE ABROAD EXPERIENCE OR TO ANY PARTNER COLLEGE OR NON-ACCREDITED INSTITUTION.
THE SERVICE AND ALL CONTENT AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND VERTO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

VERTO MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERTO OR THOUGH THE SERVICE SHALL CREATE ANY WARRANTY.

VERTO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, BUSINESS, OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SERVICE, AND VERTO IS NOT A PARTY TO ANY TRANSACTION BETWEEN YOU AND THIRD PARTIES. WITHOUT LIMITING THE FOREGOING, VERTO DISCLAIMS ALL LIABILITY OF ANY KIND FOR ANY ACTS OR OMISSIONS OF VERTO’S PARTNER COLLEGES AND ACADEMIC PROVIDER.

LIMITATION OF LIABILITY

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) VERTO BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICE, EVEN IF VERTO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) VERTO’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED $100.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Verto, its directors, officers, and agents, as well as its licensors, and suppliers from any damages, liabilities and other costs (including costs and attorneys’ fees) incurred in connection with any claims or demands made by any third party due to or arising out of (i) your use of the Service, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party. Verto reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Verto and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Verto’s prior written consent. Verto will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

PAYMENT AND CANCELLATION POLICY

You have read, understood, and agree to the full terms of the Verto Payment and Cancellation Policy.                                                                                       

GOVERNING LAW

These Terms shall be governed by the laws of the State of Colorado, without regard to conflict of law provisions.                                                                  

DISPUTE RESOLUTION

You agree to resolve any dispute, claim, or controversy arising out of or relating to your use of the Service in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at [email protected]). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by the American Arbitration Association (“AAA”), which shall take place in Denver County, Colorado, and the costs of which shall be divided equally between you and Verto. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by AAA, which shall take place in Denver County, Colorado.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Denver County, Colorado.
We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this section shall be confidential, and neither you, nor Verto, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. There shall be no right or authority for any claims to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general). If any portion of this section is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

YOU AND VERTO EACH HEREBY IRREVOCABLY AND KNOWINGLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Nothing contained in this section shall limit our ability to terminate, or otherwise take action related to, your account as provided in these Terms.

TERM AND TERMINATION

These Terms will remain in full force and effect as long as you continue to access or use the Service, or until terminated in accordance with the provisions of these Terms. However, the provisions of these Terms that by their sense and context are intended to survive the termination of these Terms shall survive the termination. These Terms are incorporated into the Participation Agreement that you will be required to sign upon acceptance into the Abroad Experience.

SEVERABILITY AND WAIVER

If, for whatever reason, any term or condition in these Terms is deemed unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

ASSIGNMENT

These Terms shall be binding on the parties and their respective successors and assigns. These Terms may be assigned by Verto without restriction. These Terms may not be assigned or otherwise transferred by you without our prior written consent.

MODIFICATIONS TO THESE TERMS

Verto reserves the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. We will always have the latest Terms posted on the Service.

HEADINGS USED IN THESE TERMS

The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.