LOPER

COUNSELOR PORTAL TERMS OF SERVICE

Effective:  October 31, 2022

These Loper Counselor Portal Terms of Service (the “Terms of Service”) are a legal agreement between Loper, Inc. (“Loper”, “we” or “us”) and you, the individual or entity who is accessing the Loper Counselor Portal (“you”).  By using the Loper Counselor Portal, you agree to be bound by these terms and conditions.  If you are accessing or using the Loper Counselor Portal on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Loper may change these Terms of Service from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice within the Loper Counselor Portal.  You can review the most current version of these Terms of Service at any time athttp://www.getloper.com/portalterms.  The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Loper Counselor Portal after that date, your use will constitute acceptance of the revised terms and conditions.  If any change to these Terms of Service is not acceptable to you, your only remedy is stop using the Loper Counselor Portal and send a cancellation email to hello@getloper.com.

Access and Use of Loper Counsel Portal

Loper Counselor Portal.  The Loper Counselor Portal (“Loper Counselor Portal”) is an online interface maintained by Loper that enables you to view and manage information that students enrolled in your organization (“Students”) have provided directly to Loper in connection with their use of Loper’s products and services, which may include certain preference information about colleges and other postsecondary educational institutions.  Subject to the terms and conditions of these Terms of Service, Loper grants you a non-exclusive, non-sublicensable, non-transferable right to access and use the Loper Counselor Portal for your internal business purposes. you may access and use the Loper Counselor Portal only for lawful purposes.  

Account Registration.  You may be required to register with an account with Loper in order to access and use certain features of the Loper Counselor Portal. If you choose to register for the Loper Counselor Portal, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form.  Registration data and certain other information about you are governed by our Privacy Policy.  You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Loper of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Loper Counselor Portal. Loper will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Loper User Data.  Your agree and acknowledge that all data and information that Students have provided to Loper directly and made available to you through the Loper Counselor Portal (“Loper User Data”) is strictly confidential. You represent and warrant that you will not sell, license, provide or otherwise disclose any Loper User Data to any third party and will only use such Loper User Data in connection with providing guidance to the Student to which the Loper User Data relates.

Restrictions Regarding Use.  You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Loper Counselor Portal available to any third party; (b) use the Loper Counselor Portal in any unlawful manner(including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Loper Counselor Portal or its components; (c) modify, adaptor hack the Loper Counselor Portal to, or otherwise attempt to gain unauthorized access to the Loper Counselor Portal or its related systems or networks; (d) take any action that imposes an unreasonable load on the Loper’s infrastructure or interferes with the proper working of the Loper Counselor Portal; (e) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Loper Counselor Portal, or (f)frame or link to any of the materials or information available on the Loper Counselor Portal.  You shall comply with any codes of conduct, policies or other notices Loper provides you or publishes in connection with the Loper Counselor Portal, and you shall promptly notify Loper if you learn of a security breach related to the Loper Counselor Portal.

Reservation of Rights. Except for the rights granted hereunder, as between the parties, all rights, title and interests in and to the Loper Counselor Portal and Loper User Data are retained by Loper.  You agree that you will not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any right, title or interest of Loper therein.

Disclaimer of Warranties

THE LOPER, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “LOPER PARTIES”)MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOTLIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS ORRELIABILITY.  THE LOPER PARTIES SHALL NOTBE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENTOR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OROMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATIONSTREAM FROM WHATEVER CAUSE.  YOU AGREETHAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.

THE LOPER PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERRORFREE OR THAT THE SERVICES, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTERVIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THESERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACINGEQUIPMENT OR DATA, NO LOPER PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE LOPER COUNSELOR PORTAL AND CONTENT ARE PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE LOPER PARTIES DISCLAIMALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE,MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FORPARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT SHALL ANY LOPER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER(INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOSTPROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION)RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES AND THE CONTENT,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHERLEGAL THEORY, EVEN IF SUCH LOPER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.

SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAINWARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL ORCONSEQUENTIAL DAMAGES.  ACCORDINGLY, INSUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BEENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE LOPER PARTIES SHALLBE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Loper Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Loper Counselor Portal or Loper User Data.  The Loper shall provide notice to you of any such claim, suit, or proceeding.  The Loper reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Loper’s defense of such matter.

Term and Termination

These Terms of Service apply to you starting on the date you first accessor use the Loper Counselor Portal and continue until Loper terminates these Terms of Service, or until you stop using the Loper Counselor Portal.  If you resume use of the Loper Counselor Portal, you are consent to these Terms of Service.  We may terminate these Terms of Service at any time for any reason by providing you notice. We may suspend your access to the Loper Counselor Portal, or immediately terminate these Terms of Service, if(i) you use the Loper Counselor Portal in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Service; or (ii) any law requires us to do so, in which case you will no longer be able to access the Loper Counselor Portal.  Upon termination of your use of the Loper Counselor Portal or termination of these Terms of Service for any reason, in addition to this section, the following sections will survive termination: “Loper User Data”, “Restrictions Regarding Use”, “Disclaimer of Warranties” “Limitation of Liability”, “Indemnification”, “Term and Termination”, and “Miscellaneous”.

U.S. Government Restricted Rights

Access to the Loper Counselor Portal is provided with “RESTRICTEDRIGHTS.”  Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.  Use of the Loper Counselor Portal by the U.S. Government constitutes acknowledgement of our proprietary rights in the Loper Counselor Portal and related content.

Miscellaneous

This Agreement is governed by the internal substantive laws of the State of Illinois, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located in the State of Illinois. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  Failure of the Loper to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against the Loper unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Loper and you, these Terms of Service constitute the entire agreement between you and the Loper with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.  Loper is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

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