Please read these terms of service carefully (“Terms”) – they are a legal contract between you and CollegeZen, Inc. (“CollegeZen” or “we” or “our”)which govern your use of www.CollegeZen.com (the “Site”) and CollegeZen’s online listing platform for college admissions recruiting programs (“Events”) and related services available via the Site. In this document we refer to our services, technologies and Site collectively as the “Services”. For convenience, we also use the following defined terms: “College or College Program” means a person or company who completes the CollegeZen account registration process for the purpose of advertising Events to End Users (defined below), or that offers through CollegeZen any other products or services to end users. , as described under “Eligibility and Account Registration” below. “End User” is a person or company who completes the CollegeZen account registration process for the purpose of advertising an Event, or that purchases from a College or College Program through CollegeZen any other products or services offered. “You” or “Your” refers to, as the case may be, College or College Programs and/or End-Users.

By accessing or using our Services, You agree to be bound to all of the terms and conditions described in these Terms. If You do not agree to all of these Terms, do not use our Services. Please contact us at admin@collegezen.com with any questions regarding these Terms. THE SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH COLLEGE OR COLLEGE PROGRAMS MAY LIST EVENTS AND END USERS MAY LEARN ABOUT EVENTS. YOU UNDERSTAND AND AGREE THAT COLLEGEZEN’S SERVICES BRING COLLEGE OR COLLEGE PROGRAMS AND END USERS TOGETHER; HOWEVER, COLLEGEZEN IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN COLLEGE OR COLLEGE PROGRAMS AND END USERS, NOR IS COLLEGEZEN AN AGENT OF ANY COLLEGE OR COLLEGE PROGRAM. AS A RESULT, COLLEGEZEN HAS NO CONTROL OVER THE CONDUCT OF END USERS VIA THE SERVICES OR EVENTS FEATURED ON THE SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Agreement to these Terms

Colleges or College Programs: COLLEGE OR COLLEGE PROGRAMS ACCEPT THESE TERMS BY CREATING A COLLEGE OR COLLEGE PROGRAM ACCOUNT ON COLLEGEZEN, BY ACCESSING OR USING THE SERVICES, BY LISTING AN EVENT VIA THE SERVICES, OR BY POSTING ANY COLLEGE OR COLLEGE PROGRAM CONTENT THROUGH THE SERVICES, COLLEGE OR COLLEGE PROGRAM AGREES TO BE BOUND BY THESE TERMS WHETHER OR NOT COLLEGE OR COLLEGE PROGRAM REGISTERED WITH THE SERVICES. End-User: End-Users accept these Terms BY CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SERVICES. IF YOU DON’T AGREE TO THESE TERMS AND THE PRIVACY POLICY THEN YOU HAVE NO RIGHT OR AUTHORIZATION TO USE THE SERVICES. If you agree to these Terms or You agree to these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms and, in that case, "You" and "Your" will refer and apply to that company or other legal entity. Notwithstanding the foregoing, the representation that You have the authority to bind the company or other legal entity shall be enforceable against You personally. At some point, different areas of the Services and Your access to or use of certain Services or Content (defined below) may have different terms and conditions or may require You to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms posted for a specific area of the Services or Site Content (defined below), the latter terms and conditions will take precedence with respect to Your use of or access to that area of the Services or Site Content.

Changes We Can Make to these Terms

CollegeZen, may, at its sole discretion, modify these College or College Program Terms, at any time and without prior notice. If we do so we will let you know either by posting the modified customer terms on the Site or through other communications. It’s important that You review the new Terms whenever we revise them because if You continue to use the Services after we post modified Terms, Your continued use of the Services shall constitute Your agreement to be bound by the revised Terms. Because our Services are evolving, if the revised Terms are not acceptable to You, You must stop using the Services. We may change or discontinue all or part of the Services, at any time, without notice to You, at our sole discretion. We may also create limits related to use of the Service or parts of the Service, without notice or liability to You.

Eligibility and Account Registration

If You would like to use our Services to create an Event Listing (defined below, You must first register to create an account with CollegeZen (“Account”) as a College or College Program or End-User. The Services are intended solely for businesses or persons who are 14 or older. Any access to or use of the Services by anyone under 14 is expressly prohibited. By accessing or using the Services You represent and warrant that You are 14 or older.

When creating an Account, You will be required to provide certain information and You will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You can register directly through the Site or a social networking service we support(Your “SNS”). By using your SNS account, You are allowing CollegeZen to access Your SNS account information and You are agreeing to abide by the applicable terms and conditions of Your SNS in Your use of the Services via such SNS. We reserve the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that You create through the Services that violates these Terms. You are responsible for maintaining the confidentiality of Your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under Your Account.

COLLEGE OR COLLEGE PROGRAMS: Listing an Event

[For this section, “you” and “your” shall refer only to the College or College Program.] As a College or College Program, you can list your Event via the Services. In order to list your Event via the Services, you will be required to subscribe to a payment plan , whereby you pay per Event you list or pay an annual fee to list an unlimited amount of events (“Subscription”). During the listing process, you will be asked a variety of questions about the Event to be listed, including, but not limited to, the location, description, date of the Event, and any related information to the Event. An Event which you list via the Services is referred to herein as a “Listing” and such Listing will be made publicly available via the Services. In the event that you create and/or modify a Listing with the assistance of an CollegeZen representative, you understand and agree that any assistance provided by CollegeZen is performed on your behalf and at your direction and that you are responsible for any and all information contained in your Listings. You agree to keep the information in your Listing up to date. Please note that CollegeZen reserves the right, at any time and without prior notice, to remove or disable access to any Listing that CollegeZen, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services.

Agreements between the College or College Program and End User. You understand and agree that any transaction entered into as a result of Your use of the Services between a College or College Program and an End User, whether oral or written, is between the College or College Program and the End User and CollegeZen is not a party thereto. You each acknowledge and agree that You, and not CollegeZen, will be responsible for performing the obligations of any such agreement, and CollegeZen disclaims all liability arising from or related to any such agreement. You agree and acknowledge that CollegeZen does not own, sell, resell, furnish, provide, rent, re-rent, manage, host and/or control Events or any other properties, CollegeZen is not an agent for either the College or College Program or the End User, and CollegeZen’s role is solely to facilitate the availability of the Services for College or College Programs and End Users.

College or College Program Fees and Termination of Subscription

College or College Program fees will be billed to the College or College Program on a per event listing or annual basis. Fees will be based upon either the number of Events listed or the annual subscription rate. Subscription terms shall automatically renew unless cancelled with at least fourteen (14) days prior written notice to the other party. A Subscription may be terminated without cause by either CollegeZen or College or College Program provided fourteen (14) days advance written notice is given to the other party. CollegeZen may terminate a Subscription without notice if the College or College Program violates the Terms. Cancellation of a Subscription does not operate to terminate these Terms. Compliance with Law

College or College Program agrees to obtain and maintain all permits and licenses required by any governmental unit or agency and that he/she/it will comply with all applicable laws and regulations related to any rental of a Event or Listings made via the Services. End User agrees to comply with all laws or regulations required by any governmental unit or agency in the jurisdiction that the Event is located.

Privacy Policy

Please refer to our Privacy Policy http://collegezen.com/privacy-policy for information on how we collect, use and disclose information from College or College Programs and End Users.

Content on CollegeZen

Key Definitions. “Content” means text, graphics, images, music, software, audio, video, information, works of authorship or other materials. “CollegeZen Content” means all Content that CollegeZen makes available through the Services, including any Content licensed from a third party, but excluding End User Content and College or College Program Content.“End User Content” means all Content that an End User posts, uploads, publishes, submits or transmits to be made available through the Services. “Site Content” means End User Content, College or College Program Content and CollegeZen Content. “College or College Program Content” means all Content that a College or College Program posts, uploads, publishes, submits or transmits to be made available through the Services, including, but not limited to, Listings.

CollegeZen Licenses. Subject to your compliance with the terms and conditions of these Terms, CollegeZen grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any CollegeZen Content solely for Your personal and non-commercial purposes or your internal business purposes. Subject to Your compliance with the terms and conditions of these College or College Program Terms, CollegeZen grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any End User Content and College or College Program Content solely for your personal and internal business purposes.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Site Content, except as expressly permitted in these Terms. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by CollegeZen or its licensors, except for the licenses and rights expressly granted in these Terms. End User Content. [For this paragraph, “you” and “your” shall refer only to the End User.] You agree that you are solely responsible for all your End User Content. You represent and warrant that: (a) you own the End User Content that you provide through the Services, and (b) you have all rights, licenses, consents and releases, express or implied, necessary to use the Services and to grant to CollegeZen the rights in the End User Content you provide via the Services. You also represent and warrant that your End User Content will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

College or College Program Content.We permit College or College Programs to post, upload, publish, submit or transmit College or College Program Content. By making available any College or College Program Content through the Services, You hereby grant to CollegeZen a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify for formatting purposes or compliance with these Terms, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such College or College Program in connection with the Services, including for promotion of the Services, directly or indirectly by intermediaries, and to authorize others to do the same.

[For this paragraph, “you” and “your” shall refer only to the College or College Program.] You agree that you are solely responsible for all your College or College Program Content. You represent and warrant that: (a) you own the College or College Program Content that you provide through the Services, and (b) you have all rights, licenses, consents and releases, express or implied, necessary to use the Services and to grant to CollegeZen the rights in the College or College Program Content you provide via the Services. You also represent and warrant that your use of, and your authorization of CollegeZen’s use of, the College or College Program you provide via the Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. College or College Program represents and warrants that it will not post any images with any kind of text (credits, third-party names, etc.), aside from permanent signage at the Event. College or College Program authorizes CollegeZen to alter any images so that they are in compliance with these Terms; however, CollegeZen is under no obligation to do so and the failure of CollegeZen to do so shall not relieve College or College Program of any liability related to the posting of images in violation of these Terms.

Ownership

Intellectual property laws protect the Services and CollegeZen Content. Except as expressly provided in these Terms, CollegeZen and its licensors own all rights in the Services and CollegeZen Content. CollegeZen has no ownership rights in End User Content. You must not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Site Content. You agree that you have no right to, or title in or to, any Site Content (except for the End User Content that you provide) or any other attributes associated with your Account.

What Not To Do

Our Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Services:

· Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

· Use, display, mirror or frame the Site, or any individual element within the Services, CollegeZen’s name, any CollegeZen trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without CollegeZen’s express written consent;

· Access, tamper with, or use non-public areas of the Services, CollegeZen’s computer systems, or the technical delivery systems of CollegeZen’s providers;

· Attempt to probe, scan, or test the vulnerability of any CollegeZen system or network or breach any security or authentication measures;

· Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by CollegeZen or any of CollegeZen’s providers or any other third party (including another College or College Program or End User) to protect the Services or Site Content;

· Attempt to access or search the Site or Site Content or download Site Content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by CollegeZen or other generally available third party web browsers;

· Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

· Use any meta tags or other hidden text or metadata utilizing a CollegeZen trademark, logo URL or product name without CollegeZen’s express written consent;

· Use the Services or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these College or College Program Terms;

· Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Site Content to send altered, deceptive or false source-identifying information;

· Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Site Content;

· Interfere with, or attempt to interfere with, the access of any College or College Program, End User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

· Collect or store any personally identifiable information from the Services from other College or College Programs or End Users of the Services without their express permission;

· Impersonate or misrepresent your affiliation with any person or entity;

· Violate any applicable law or regulation; or

· Encourage or enable any other individual to do any of the foregoing.

CollegeZen has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. CollegeZen may involve and cooperate with law enforcement authorities in prosecuting College or College Programs and/or End Users who violate these Terms. You acknowledge that CollegeZen has no obligation to monitor Your access to or use of the Services or Site Content or to review or edit any Site Content, but has the right to do so for the purpose of operating the Services, to ensure Your compliance with these College or College Program Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. CollegeZen reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Site Content for any reason that CollegeZen, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.

Copyright Policy

CollegeZen respects copyright law and expects College or College Programs and End Users to do the same. CollegeZen has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered College or College Programs, End Users or other account holders who repeatedly infringe the rights of copyright holders. Please see CollegeZen’ Copyright Policy at https://collegezen.com/privacy-policy, for further information.

Links to Third Party Sites

The Services may include links to other sites and services that are not operated by us. We are providing these links to you only as a convenience and are not responsible for the content or links displayed on such sites. You are responsible for and assume all risk arising from your use or reliance of any third party sites.

Termination and Account Cancellation

If you breach any of the these Terms, we have the right to suspend or disable your access to or use of the Services. In the event CollegeZen terminates these Terms for your breach, you will remain liable for all amounts due hereunder. Subject to these Terms and, in the case of a College or College Program, subject to the terms of any subscription agreement the College or College Program enters into, You may cancel your Account at any time by sending an email to admin@collegezen.com. As stated above under the section titled “Changes We Can Make to these Terms”, we may change or discontinue all or part of the Services, at any time, without notice to you, at our sole discretion.

No Endorsement

CollegeZen does not endorse any End Users or any College or College Programs of the Services or Listings or Events featured on the Services. In addition, we do not attempt to confirm, and do not confirm, any End User’s or College or College Program’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Services. We will not be responsible for any damage or harm resulting from your interactions with other End Users of the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other End Users or other third parties will be limited to a claim against the particular End Users or other third parties who caused you harm. You agree not to attempt to impose liability on, or seek any legal remedy from CollegeZen.

Disclaimer

You understand and agree that the Services are provided to you “AS IS” and on an “AS AVAILABLE” basis. Without limiting the foregoing, CollegeZen EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CollegeZen makes no warranty that the Services or Site Content, will meet your requirements or be available on an uninterrupted, secure, or error-free basis. CollegeZen makes no warranty regarding the quality of any Services or Site Content or the accuracy, timeliness, truthfulness, completeness or reliability of any Site Content obtained through the Services.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH COLLEGE OR COLLEGE PROGRAMS AND/OR END USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY END USERS WHO MAKE BOOKINGS OF EVENTS YOU OWN OR CONTROL. YOU UNDERSTAND THAT COLLEGEZEN DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY College or College Programs or END USERS OF THE SERVICES, NOR DOES MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF College or College Programs or END USERS OF THE SERVICES. COLLEGEZEN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF College or College Programs or END USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH College or College Programs and end users OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to indemnify and hold harmless CollegeZen and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of litigation by third parties), arising out of, or in any way connected with (a) Your access to or use of the Services or Site Content or Your violation of these Terms; (b) Your College or College Program Content or End User Content, as applicable; and (c) Your interaction with any College or College Program or End User, as applicable, including, but not limited to, (i) any condition caused by events beyond CollegeZen’s control that may cause damage to an Event Owner’s Event; and (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or use of an Event Owner’s Event, or an Event Owner’s Listing of a Event via the Services.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND SITE CONTENT, AND ANY BOOKINGS OF EVENTS VIA THE SERVICES, REMAINS WITH YOU. NEITHER CollegeZen NOR ANY OTHER party involved in creating, producing, or delivering the Services, OR SITE CONTENT will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS OR PROPERTY DAMAGE arising ouT of or in connection with thESE COLLEGE OR COLLEGE PROGRAM TERMS OR from the use OF or inability to use the ServiceS OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH COLLEGE OR COLLEGE PROGRAMS OR OTHER END USERS OF the SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, OR THE USE OF A EVENT WHERE A BOOKING WAS MADE VIA THE SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not COLLEGEZEN has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.

In no event will CollegeZen’s aggregate liability arising out of or in connection with (i) THESE TERMS; (ii) THE USE OF OR INABILITY TO USE THE SERVICES, OR SITE CONTENT; iii) THE OFFERING OF ANY EVENT THROUGH THE SERVICES; OR (iv) THE USE OF ANY EVENT BY AN END USER OF THE SERVICES EXCEED THE SERVICE FEES PAID BY THE COLLEGE OR COLLEGE PROGRAM RELATING TO OR ASSOCIATED WITH THE EVENTS AT ISSUE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM OR ACTION, OR ONE HUNDRED DOLLARS ($100), IF THERE ARE NO SERVICE FEES RELATING TO OR ASSOICATED WITH THE COLLEGE OR COLLEGE PROGRAM’S EVENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COLLEGEZEN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Notwithstanding anything to the contrary herein, if You have given CollegeZen notice of a Dispute under the section called “How Disputes Will be Handled” (below), no change to the “Limitation of Liability” section after CollegeZen received Your notice will apply to the Dispute.

How Disputes Will be Handled

Illinois Law Governs. These Terms and any disputes related to them or to your use of the Services will be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these Terms or to the transactions contemplated by these Terms.

Where a Lawsuit Must Occur. The exclusive jurisdiction and Event of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (“IP Disputes”) will be the state and federal courts located in Cook County, Illinois and each of the parties hereto waives any objection to jurisdiction and Event in such courts. Waiver of Jury Trial and Class Action; Agreement to Mandatory Arbitration. You and CollegeZen agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that You and CollegeZen are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and CollegeZen otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these College or College Program Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Illinois and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Arbitration Location and Procedure. Unless You and CollegeZen otherwise agree, the arbitration will be conducted in Cook County, Illinois. If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents You and CollegeZen submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party is entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, CollegeZen will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the foregoing terms, if CollegeZen changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@CollegeZen.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above. By rejecting any change, You are agreeing that You will arbitrate any Dispute between you and CollegeZen in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Notwithstanding anything to the contrary herein, if You have given CollegeZen notice of a Dispute under this section called “How Disputes Will be Handled”, no change to the “How Disputes Will be Handled” section after CollegeZen received your notice will apply to the Dispute.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between CollegeZen and You regarding the Services and Site Content, and any Listings or bookings made via the Services, and supersede and replace any and all prior oral or written understandings or agreements between CollegeZen and You regarding the Services and Site Content, and any Listings and bookings made via the Services.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without CollegeZen’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. CollegeZen may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by CollegeZen, as determined by CollegeZen in its sole and absolute discretion, (i) via email (in each case to the address that You provide) or (ii) by posting through the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”) and You can submit Feedback by emailing us at info@CollegeZen.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

General

The failure of CollegeZen to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CollegeZen. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Except as otherwise expressly provided herein, if for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Contacting CollegeZen If you have any questions about these Terms, please contact us at admin@collegezen.com