Terms and conditions

STUDENT ALLY TERMS AND CONDITIONS

1. TERMS AND CONDITIONS INTRODUCTION

1.1       Student Ally, Inc. (hereinafter “Student Ally”), a Delaware Corporation, provides services, such as are exclusively and explicitly defined herein (hereinafter the “Services”) to Users exclusively under the following Terms and Conditions of Use, Privacy Policy, and Temporary User License Agreement (hereinafter collectively “Terms and Conditions”).   Student Ally does not authorize, license, or permit any use of its Services outside of these Terms and Conditions.  Users are authorized and licensed to access and use the Services pursuant to the Temporary User License Agreement created by these Terms and Conditions.

1.2       By activating, accessing, or otherwise using any Student Ally Services, you acknowledge that you have read, understood, and agree to be bound by the Terms and Conditions, as well as any additional terms, conditions, or guidelines applicable to the Services provided, or any updated terms, conditions, or guidelines, which shall be provided and posted from time to time.  All such additional or updated terms shall be incorporated into these Terms and Conditions. 

1.3       IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE STUDENT ALLY SERVICES.  THE USE OF ANY STUDENT ALLY SERVICES SHALL CONSTITUTE EXPLICIT AGREEMENT AND CONSENT TO THESE TERMS AND CONDITIONS, AND SUCH USE SHALL BE DIRECT EVIDENCE OF SUCH AGREEMENT AND CONSENT.

 

Effective Date:  01/01/2021

2. PRIVACY POLICY INTRODUCTION

2.1       All Users are required to review and acknowledge the terms of this Privacy Policy.  All Users acknowledge said review and agreement to these terms through the activation or use of any Service provided by Student Ally, or the accessing of any Student Ally Service or website, as detailed herein.  If you do not agree to this Privacy Policy, you must not use any Student Ally Service or access any Student Ally Service or website.

2.2       All Users, regardless of state, territory, or country of residence, acknowledge, agree, and authorize Student Ally to obtain, retain, transfer, and store User Information on Student Ally’s data storage devices and/or on third party data storage devices that Student contracts for with third parties specifically for the purpose of storing such information.

2.3       This Privacy Policy pertains only to information provided to Student Ally through your use of Student Ally Services, or provided to Student Ally by your Affiliated Educational Institution, as authorized and detailed in the Student Ally Terms and Conditions.  This Privacy Policy does not pertain to any information obtained by or provided to other entitles, including but not limited to your Affiliated Educational Institutions, Emergency Service Providers, your Affiliated Educational Institution, or any other third party.  This Privacy Policy also does not apply to any information you provide, or which is provided to you, by any person, entity, firm, professional, or institution through any link or representation on any Student Ally Service or Site.  This Privacy Policy does not apply to any services provided to you by other entities, including Affiliated Educational Institutions, or entitles to whom Student Ally Services include, incorporate, or otherwise provide links or directory access to you, all of which are provided for convenience purposes only, and do not represent any affiliation or agency with Student Ally.

2.4       This Privacy Policy applies during all times in which you are a User of any Student Ally Service, access any Student Ally Service, or visit any Student Ally affiliated website, including but not limited to www.studentally.com.  This Privacy Policy survives the cancelation, termination, or expiration of any User License, as detailed in the Student Ally Terms and Conditions. 

3. NO ADVERTISERS and NO DIRECT MARKETING

3.1       Student Ally does not sell or provide User information to advertisers, ever.  You will also not see any third-party advertisements on Student Ally’s Mobile Services.  No advertisers and no direct marketing of third-party services.  Student Ally may, from time to time, offer Users free merchandise or special discounts on Student Ally, Affiliated Educational Institution merchandise to reward User’s for performance or engagement with Student Ally Services.  No User profiling or tracking, whether on any Student Ally Service or third party site is used for such purposes. 

4. DATA TYPES, USES, & AUTHORIZATIONS

4.1       Student Ally collects User Data in connection with the use of Student Ally Services, as detailed in the Student Ally Terms and Conditions to which this Privacy Policy is appended and incorporated by reference.  Such data is collected for purposes of providing Users with Services that are of value to Users, and which further Student Ally’s social and commercial objectives to better the Services provided to you.  For purposes of this document, User Data falls into the following categories:  User Directory Information, User Profile Information, User Orientation Information, Anonymous User Performance Data, User Private GPS History Information, User Alert Location Data, and User Misconduct Event Information.  Student Ally compartmentalizes data in this manner for the purpose of providing Users with optimal privacy protections for specific data, while simultaneously allowing users to enjoy use of the Student Ally Services which rely upon the open sharing of information, such as initiating Emergency Alerts and building Ally Lists and Emergency Contact Lists.

4.2       User Directory Information:  User Directory Information includes User name, date of birth, email address at User’s Affiliated Educational Institution (.edu email), identity of the User’s Affiliated Educational Institution, User’s Student ID photograph, Employee ID photograph, or other photograph added by User (hereinafter “User ID Photograph”), enrollment or employment status (e.g. freshman, sophomore, junior, senior, or an equivalent “graduation year” identifier, graduate student, or non-student employee).

4.3       User Directory Information Uses & Authorizations:  User Directory Information is used for purposes of creating, and originating individual Student Ally User Accounts, which are licensed to specifically identified Users.  Student Ally User Accounts cannot be created by the general public, and may only be initiated by Student Ally or an Affiliated Educational Institution.  Therefore, Users understand and agree that Directory Information on enrolled participants in educational programs may be provided to Student Ally by Affiliated Educational Institutions for the purpose of creating, originating, and licensing User Accounts.  Users’ Directory Information is also used to identify and engage with Specific User Accounts, and therefore, Users understand and agree that User Director Information may be visible to Student Ally, Affiliated Educational Institutions, and Users within the Student Ally System and through Student Ally Services.

4.4       User NCAA Status:  User NCAA Status identifies whether a User is enrolled in an athletic program with their Affiliated Educational Institution that is affiliated, governed, or otherwise covered by the NCAA or the NCAA Rules.

4.5       User NCAA Status Uses & Authorizations:  User NCAA Status is used to identify those Users who require additional and/or targeted Education and Training Programing to comply with NCAA rules for college athletes.  Users understand and agree that this Status may be provided to Student Ally by the User’s Affiliated Educational Institution and that this Status will be visible and accessible to Student Ally and the User’s Affiliated Educational Institution.  This Status is not shared with, disseminated, accessible, or otherwise visible to other Users or to other Affiliated Educational Institutions in which the User is not enrolled.

4.6       User Profile Information:  User Profile Information shall include all User Directory Information, in addition to the following: User telephone number, User account settings, and any other information that Users add to their User Profile on any Student Ally Service.

4.7       User Profile Information Uses & Authorizations:  User Profile Information is used as additional identifying and distinguishing information for specific User Accounts for the purpose of making those accounts visible and identifiable to Student Ally, Affiliated Educational Institutions, and other Users on Student Ally Services.  User Profile Information is also used to provide contact information to Emergency Services and other Users within the Student Ally Services, when such Users and Services are initiated and activated by Users, as addressed within the Student Ally Terms and Conditions and the User Initiated Alert Location and Profile Data sections of this Privacy Policy.  Users understand and agree that User Profile Information may be used for these purposes, and may be visible to Student Ally, Affiliated Educational Institutions, and to the User’s “Allies” and/or “Emergency Contacts” and/or Emergency Service Providers, and that User Profile Information may be used by such persons and entities to contact Users, including but not limited to through their mobile devices, via their cellular or internet service providers, SMS, email or other means not controlled by Student Ally or their Affiliated Educational Institution, and that regular data, messaging, telephone or other rates may apply.

4.8       User Orientation Information:  Student Ally Services include Education and Training Programing, which is comprised, in part, of informational videos and training quizzes.  User Orientation Information includes User’s Orientation Status (e.g. complete or incomplete), as well as more specific information regarding the User’s performance on questions and quizzes.

4.9       User Orientation Information Uses & Authorizations:  User Orientation Information is used, and Users hereby understand and agree that it may be used, by Student Ally and the User’s Affiliated Educational Institution to ensure that Users have completed Orientation and achieved passing scores on quizzes.  Specific performance data, beyond Orientation status, is also used internally by Student Ally for purposes of assessing and improving its Educational and Training Programing, assessing areas of Users’ under performance, and for assessing additional areas for further programing development.  This information may also be used by the specific User’s Affiliated Educational Institution for purposes consistent with that Affiliated Educational Institution’s educational, social, and safety objectives, and for other such purposes deemed proper and appropriate by the Affiliated Educational Institution.

4.10     Anonymous User Performance Data:  Data regarding User’s completion of Education and Training Programing, as well as User’s performance in and scores on quizzes, becomes Anonymous User Performance Data upon its aggregation (i.e. the compilation of one User’s performance data with the performance data of other User’s) and its anonymization (i.e. the removal of any User personal or identifying information). 

4.11     Anonymous User Performance Data Uses & Authorizations:  Anonymous User Performance Data is used, and User’s understand and hereby agree that it may be used, by Student Ally and Affiliated Educational Institutions for purposes of assessing and analyzing the performance of students and institutions in relation to one another, and for purposes of using such analysis to improve or develop new programing.

4.12     User-Initiated Alert Location & Profile Data:  Student Ally Services include the ability for User’s to communicate with other User’s, Affiliated Educational Institutions, or third parties designated as Allies, Emergency Contacts, Guardian Angels, and/or such other terms as may be used from time to time for these purposes.  User’s may communicate in this manner through the user of Alert functions, including but not limited to Geo-Timers, Geo-Links, Guardian Angels, Watch An Ally, Standard Timers, Safe Zones, Emergency Alerts, and such other terms or similar functions as may be used from time to time for these purposes.  These Alert functions communicate User-Initiated Alert Location and Profile Data, which includes User’s current GPS location, User’s activation of certain Alert functions, User’s Alert function settings, User’s telephone number, User’s ID Photograph.

4.13     User-Initiated Alert Location & Profile Data Uses & Authorizations:  User-Initiated Alert Location and Profile Data is used to allow Users to communicate their location and other relevant information with other Users, Emergency Service Providers, their Affiliated Educational Institution, and other third parties selected by the User.  Student Ally does not use, share, or otherwise disseminate this data for any purpose other than to allow Users to communicate such information as they deem fit.  Student Ally does not, and cannot, control the use of this information by any persons or entities to which the User chooses to provide this information.  In connection with its Services, Student Ally relies upon third parties to provide certain features and functionality, which may include but is not limited to location services provided by cellular providers, internal GPS functionality on User’s mobile devices, Wi-Fi, internet services providers, Bluetooth connectivity or functionality, existing global positioning system management and infrastructure, Google Maps, Apple Maps, and/or other third-party map/GPS providers.  Student Ally does not control and cannot control these third-parties, and is not responsible for any actions of these third parties, including but not limited to such parties privacy policies, data storage policies, or user agreements.  Users are encouraged to familiarize themselves with any such third-party policies as part of their use of any such devices, systems, cellular networks, and Student Ally Services.  User’s understand and hereby agree to such use of User Initiated Alert Location and Profile Data in accordance with this Privacy Policy and Student Ally Terms and Conditions.

4.14     User Misconduct Event Information:  Student Ally Services include the ability for User’s to communicate Misconduct Event Reports to Student Ally and Affiliated Educational Institutions.  User Misconduct Event Information includes all information, statements, evidence, arguments, communications, or any information of any time provided by any User, third party, institution, or any person involved in the reporting, investigating, and resolution, including any Affiliated Educational Institution’s finding of fault or lack of fault or disciplinary action taken, and any appeal of any such finding or action, decision on appeal.  User Misconduct Event Information shall further include any and all information of any type obtained during an investigation of any user Misconduct Event, which information if incorporated into the User Misconduct Event file, maintained by Student Ally and an Affiliated Educational Institution. 

4.15     User Misconduct Event Information Uses & Authorizations:  User Misconduct Event Information is used by Student Ally and Affiliated Educational Institutions for purposes of analyzing, investigating, and resolving User Misconduct Event Reports.  To the extent possible, Student Ally seeks to limit the dissemination of this information, consistent with its obligations to perform satisfactory investigations in association with Affiliated Educational Institutions.  Student Ally and/or your Affiliated Educational Institution may share or make visible User Misconduct Event Information with other Users, Affiliated Educational Institutions, or third-parties which are involved in, suspected to be involved in, or suspected to have relevant information regarding a User Misconduct Event.  For purposes of individual and community safety, as well as for such purposes as are required or permitted by law, this information may also be shared with Emergency Service Providers, law enforcement agencies, professional service providers, medical providers, therapists, or such other entities deemed necessary for such dissemination by Student Ally or an Affiliated Educational Institution for a legal or safety related purpose.  With the exception of such uses during the investigation, response, and resolution of User Misconduct Events, Student Ally will not share or disseminate this information to any third parties.  To the greatest extent permitted, consistent with its obligations to perform satisfactory investigations, Student Ally will aim to preserve the privacy of all such information, as well as the identity of any and all Users and any and all involved parties or entities.  With the exception of the users and parties identified in this Privacy Policy and the Student Ally Terms and Conditions, Student Ally will not produce this information to any other person or party absent a duly executed authorization for release, court order, or other similar legal compulsion by a judicial, executive, or governmental authority.  Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

4.16     Anonymous User Misconduct Event Information: Anonymous User Misconduct Event Information is User Misconduct Event Information in which all information regarding the identity of any individual Users, involved persons, entities, or third parties has been removed.

4.17     Anonymous User Misconduct Event Information Uses & Authorizations: Anonymous User Misconduct Event Information may be used internally by Student Ally for purposes of training and improving reporting, investigation, and resolution of Misconduct Events.  Anonymous User Misconduct Event Information may also be sued for analytical and statistical purposes by Student Ally and Affiliated Educational Institutions, and may be reported to local law enforcement, Emergency Services Providers, or other governmental agencies as necessary, including but not limited for purposes of compliance with Department of Education Regulations, Office of Civil Rights Requests, and the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act, U.S.C. § 1092 et seq. and affiliated regulations at 34 C.F.R. 668.46 et seq.  Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.  Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

4.18     User Analytical Data:  Data regarding a User’s activation, deactivation, use, lack of use, or other engagement of any type with any features, functions, pages, portions, or other components of any Student Ally Service. 

4.19     User Analytical Data Uses & Authorizations:  User Analytical Data is used in an aggregated and anonymized form internally by Student Ally and Affiliated Educational Institutions for purposes of analyzing and understanding User engagement with Student Ally Services, for the purpose of updating, improving, monitoring, maintaining, and otherwise modifying Services to meet User needs, demands, or other desires, and to otherwise improve User education, safety, and participation.  User Analytical Data may also be used by Student Ally and Affiliated Educational Institutions and may be shared with third parties or other Users in connection with a User Misconduct Event report and investigation, or in connection with Emergency Service Provider requests.  User Analytical Data may also be used in an aggregated and anonymized form, and may be shared with third parties in such aggregated and anonymized form, by Student Ally in connection with its social and commercial objectives.   Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

4.20     User Private and Encrypted GPS History Information:  User Location Data regarding the GPS location of User’s mobile devices upon which the Student Ally Application has been activated and registered by User, beginning from the time of User’s activation of the Student Ally Application until the expiration of User’s status as a “User” of Student Ally Services.  User Private GPS History Information is dependent on User’s mobile device, location functionality, cellular, Wi-Fi, or other network capability, global positioning systems, and individual settings.  Location information may vary in strength or accuracy from time to time, location to location, and depending on a variety of other conditions, including but not limited to weather, surrounding structures, altitude, subterranean structures, device conditions, battery or power availability, and any other such conditions that affect such functionality during use of mobile device technology.  Student Ally relies upon the third party devices and GPS infrastructure for collection of this information, and therefore cannot guarantee any specific level of accuracy or reliability beyond what such third parties provide.  

4.21     User Private and Encrypted GPS History Information Uses & Authorizations:  User Private GPS History Information is not used, accessible, or otherwise within the control of Student Ally or any Affiliated Educational Institution.  User Private Encrypted GPS History Information is collected by Student Ally via Users’ mobile devices, and remains on those devices in an interim fashion if the User’s device is not connected with or accessing a Student Ally Service, and upon connection or access, such information is uploaded to a database where it is stored in an encrypted format, such that it may only be decrypted and viewed/accessed through entry of the User’s unique personal password, which User’s must keep secure and private.  Absent the User’s authority, consent, and authorization to access the Private and Encrypted GPs History Information, such information is inaccessible by Student Ally and therefore cannot be viewed, accessed, provided, decrypted, disseminated, or otherwise provided to any person, party, or entity.  Student Ally has no means or mechanism available for the decryption of User Private and Encrypted GPS History Data, except for the User’s explicit authority, consent, and authorization to access the data, which authority, consent, and authorization may only be provided by the User with the User’s explicit consent and approval.  At all times prior to the execution of such authorization, User Private and Encrypted GPS History Data remains within the sole control of the User, and is such that only that User has the authority and ability to release their Private Encrypted GPS History Information to Student Ally.  Users can elect to share their GPS History Information with Student Ally and Affiliated Educational Institutions through submission of such information by specific authorization in the context of a User Misconduct Event Report and Investigation.  In the event that a User elects to share their Private Encrypted GPS History Information with Student Ally, User’s must provide a unique and individual password for such purposes.  After User’s authorization of such information to be provided to Student Ally, User Private Encrypted GPS History Data will be transferred from the encrypted storage device upon which such information is stored in its encrypted form, shall be transferred to Student Ally’s data storage mechanisms, and shall be stored on those mechanisms in a secure but unencrypted fashion for use by Student Ally and Affiliated Educational Institutions in connection with the reporting, investigation, and resolution of User Misconduct Events.  Once such information has been provided to Student Ally by the User’s authorization, such information will be accessible by Student Ally and User’s Affiliated Educational Institution, and may be used by Student Ally and the Affiliated Educational Institution during the investigation of the User Misconduct Event, during which such information may be shared with other Users, Affiliated Educational Institutions, involved third-parties, Emergency Service Providers, and such other third persons as may be required to conduct a complete and satisfactory investigation and resolution of the Misconduct Event.  To the greatest extent possible, consistent with their investigative obligations, Student Ally and Affiliated Educational Institutions will seek to limit the disclosure of such information to any other persons, parties, or entities only as is deemed necessary at the discretion of Student Ally and the involved Affiliated Educational Institution.  Once such information has been provided to Student Ally by the User’s authorization, such information will be accessible by Student Ally and User’s Affiliated Educational Institution, and will be maintained in accordance with the terms of this Privacy Policy and the associated Terms and Conditions.  Other than as provided for explicitly in the Privacy Policy and Terms and Conditions, after User has authorized the decryption and submission of their Private GPS History Information to Student Ally, Student Ally will not disseminate, produce, or otherwise provide User’s Private GPS History Information to any third parties without a signed authorization for such disclosure by the User, a court order, or other demand to produce such information under authority of law.  Users understand that, once such information is provided to Student Ally, it may become available to law enforcement or other governmental authorities, including in connection with any criminal or other investigations, upon execution of a warrant, subpoena, or other proper and legal demand for such information, and in the event of any civil actions, may be available to parties upon the execution of a proper subpoena and/or court order demanding the production of such information.  To the extent possible, permissible, or otherwise reasonable under the circumstances of any demand, Student Ally will seek to quash such subpoenas and to defend all such information from production consistent with the law, and Student Ally’s social and commercial objectives.  Users can also elect NOT TO provide their Private Encrypted GPS History Information with Student Ally or Affiliated Educational Institutions, in which case all such information will remain in its encrypted an inaccessible format, unless and until such time as the User decides to allow for decryption.  In the event that Users elect to provide and authorize decryption of their Private GPS History Information in connection with a User Misconduct Event, this information will not be available or visible to the User, in whole or in part, during the course of the investigation of the User Misconduct Event, except at the discretion of Student Ally and the User’s Affiliated Educational Institution, and only for such purposes are necessary and consistent with the proper investigation and resolution of such User Misconduct Events.  Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

5. THIRD PARTY DATA COLLECTION:

5.1       Student Ally is not responsible for any third-party data collection that occurs during your use of any Student Ally Service, including but not limited to any data collection by any device manufacturer, Wi-Fi, internet, GPS, or other service provider, Google Maps, Apple Maps, or any other third parties.  Student Ally does not track users across any third-party sites or seek to collect data on Users other than as explicitly provided for in this Privacy Policy.  Users understand and hereby agree to the use of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

5.2       Student Ally Services may, from time to time, includes links, websites, phone numbers, email addresses, physical addresses, or other information upon which Users can act to be connected with third parties. Student Ally does not control such third parties, third party systems, or third party websites, and is not responsible for the contents, data policies, privacy policies, or actions of any such third parties.  All Users are instructed to familiarize themselves with all such policies of all third-parties, and to ensure their understanding and agreement to such third-party policies prior to engaging any third party or sharing any personal information with any third party, downloading any file, application, email, or otherwise taking any action that may expose User’s personal information or User’s devices, computer, or other system to viruses, malware, or other electronically dangerous programs or mechanisms.

6. DATA STORAGE & FERPA AUTHORIZATIONS

6.1       Data Storage & FERPA Authorization:  All information provided to Student Ally in connection with any Student Ally Services, whether shared by the User directory or by the User’s Affiliated Educational Institution, shall be stored by Student Ally on its database and/or on secure third-party cloud databases contracted by Student Ally specifically for these purposes (hereinafter the “Authorized Data Storage”).  You hereby authorize your Educational Institution to share such User Profile Information as may be necessary to create licensed User Accounts, or for such other purposes as necessary and authorized in this Privacy Policy and the Terms and Conditions.   FERPA AUTHORIZATION:  To the extent that any User information is subject to the Family Educational Rights and Privacy Act (FERPA), or any employment agreement, applicable union contract, or any other private agreement or government act, regulation, or law, you are hereby notified that such information will be shared with Student Ally for the purpose of providing the Services outlined in these Terms and Conditions, and you hereby explicitly consent to the sharing of this information for these purposes in accordance with the requirements of FERPA, and all such other agreements, acts, regulations, or applicable laws.

6.2       Student Ally maintains technical, physical, organizational, and human resource related safeguards to protect User Information from unlawful, unauthorized, unintentional, or accidental disclosure, dissemination, deletion, destruction, loss, or use.  Student Ally’s organizational, employment, and technical measures are designed to limit the flow of information both within the Student Ally System and externally to it.  To the greatest extent possible, Student Ally aims to limit the visibility, disclosure, and dissemination of User Information, consistent with its obligations to delivery the Services addressed the Terms and Conditions to which this Privacy Policy is appended.  Student Ally uses commercially available resources, including encryption, firewalls, and system infrastructure to manage the protection of information, assessing the likelihood and severity of potential exposure, the reasonable cost of such measures, and the impact of such measures on the ability to make information sufficiently available to ensure the continued and smooth operation of the Student Ally Services.

7. DATA RETENTION

7.1       Student Ally may retain all Information, including archived versions of information provided to Student Ally from time to time, as detailed herein, for such periods of time as are required under law and are consistent with our commercial purposes.  This time periods include the entire duration of any User License term, as well as all reasonable time periods afterwards, including such time as is necessary to conduct audits, resolve disputes, enforce agreements, comply and enforce the Student Ally Terms and Conditions, and any other agreements with any Affiliated Educational Institution, and to otherwise maintain proper security, fraud prevention, protection, and compliance with all legal and contractual obligations.  Users understand and hereby agree to the retention of all such information in accordance with this Privacy Policy and the Student Ally Terms and Conditions.

8. ACCESS AND UPDATES TO PERSONAL INFORMATION

8.1       Users may review, access, and update some User Information maintained or stored by Student Ally, for such purposes as are consistent with Student Ally’s providing of Services, as detailed in the Student Ally Terms and Conditions.  Some information, for example, User Name and .edu email address, cannot be altered by the User directly.  Any requests to update or change such information, including updating such information for purposes of maintaining the accuracy thereof, as detailed in the Student Ally Terms and Conditions, must be submitted to [email protected].  Some information, including but not limited to, User Private GPS History information, User Analytical Data, is not accessible to Users except as addressed in this Privacy Policy and Terms and Conditions.

9. CALIFORNIA USER DATA ADDENDUM

9.1       Users who are California Residents may be entitled to certain rights under the California Consumer Privacy Act.  To the extent that such California laws apply to Student Ally, Student Ally hereby informs all such Users that Student Ally uses User Information of those types and for those purposes as disclosed in this Privacy Policy and the Student Ally Terms and Conditions.  Student ally further informs all such Users that Student Ally does not disclose User Information to third parties for direct marketing purposes.  With regard to any additional provisions of the California Consumer Privacy Act, Student Ally advises such Users that information regarding the collection, use, correction, deletion of User Information is provided within this Privacy Policy, and any inquiries about this Policy, including the compliance of any section with the California Consumer Privacy Act should be submitted to the Contact Information identified for Student Ally in the Terms and Conditions to which this Privacy Policy is appended.

10. EUROPEAN USER DATA ADDENDUM

10.1     Student Ally is a Delaware company with its principal place of business in Rhode Island.  Student Ally’s clients are Affiliated Educational Institutions, which are American corporations with principal places of business in the United States of America.  Accordingly, Student Ally does not do business in European Nations, explicitly rejects that it is subject to European Law, and explicitly denies that any use of Student Ally Services within European Nations, or the use of any Student Ally Services by a User who is a resident of any European Nation, or the inclusion of any provisions in this Privacy Policy and the Student Ally Terms and Conditions regarding European law, this European User Data Addenda, or the General Data Protection Regulation of the European Union, operate or act in any way as a waiver of any of rights or  defenses Student Ally’s rights, or as acceptance of any European authority or the provisions of any European law.  Subject to the foregoing, the following rights are provided under this European User Data Addenda to Users who are residents of the European Union Nations (European Users), to whom the General Data Protection Regulations of the European Union apply, and only to the extent explicitly required by such European Authority, and permitted under the laws of the United States and its applicable states and territories:

10.2     Access To Data – European Users may request copies of User Data maintained by Student Ally, and unless such Data is privileged and protected as proprietary, in connection with Student Ally’s Services, patents, copyrights, trade secrets, or other intellectual property, or is ineligible for disclosure to the User at such time, due to an ongoing User Misconduct Event Report and Investigation, copies of such User Data will be provided to Users.  

10.3     Transfer of Data:  European Users who request copies of User Data, and obtain such copies, have the right and ability to request that such copies or data be transferred to alternative storage devices.

10.4     Notice of Informed Disclosure:  European Users may be informed of the collection and use of their User Data, and European Users are hereby so informed by means of this Privacy Policy and the Student Ally Terms and Conditions.

10.5     Requests for Deletion:  European Users may have the right to request that User Information be deleted or erased at such times as its retention is no longer necessary or required for the purposes outlined in this Privacy Policy and the Student Ally Terms and Conditions.  Such requests for deletion may be made at any time, and deletion of data will be made as soon as reasonably possible, in light of the requirements and provisions for preservation of data addressed in this Privacy Policy and the Student Ally Terms and Conditions, and is further dependent on Student Ally’s legal requirements under US law.  European Users are hereby further advised that the deletion of User Information may make some Student Ally Services unavailable or undeliverable, and Users requesting such deletion hereby understand and agree that their request alters those portions of the Student Ally Terms and Conditions related to the delivery of Services that rely upon that data.

10.6     Correction of Information:  All Users, including European Users, have the right and the obligation to request that User Information be corrected if it is inaccurate or incomplete.  Requests for such corrections can be emailed to [email protected].

10.7     Right to Opt-Out of Services:  European Users have the right to opt-out of certain Services, and may opt-out of such Services at any time by means of Application settings and/or User preferences, or by choosing not to engage certain Services.

10.8     Automated Decision Making:  European Users may have the right to insist on human decision-makers, and to reject automated decision-making processes, in connection with significant legal decisions which have significant impacts on Users.

10.9     Complaint:  Users have the right to file complaints with any appropriate governing authorities, with Student Ally, and with any Affiliated Educational Institution.  All complaints intended to be filed with Student Ally should be submitted to the Contact Information identified for Student Ally in the Terms and Conditions to which this Privacy Policy is appended.

11. MODIFICATION AND UPDATES TO THIS POLICY

11.1     Student Ally may update and/or modify this Privacy Policy from time to time.  In the event of a significant change which results in a substantive reduction of the Users’ rights, Student Ally will provide notice to Users via email or through the Student Ally Mobile Application, and User’s shall have the opportunity to acknowledge and accept such changes in accordance with the provisions of the notice of modification provided at the time of the change, which means of acceptance include but are not limited to continued use of Student Ally Service following receipt of the notice of modification.  With regard to all changes, including such other changes as may be made but not deemed to be significant or substantively reduce Users’ rights, such changes shall be posted to this location, and are visible to all Users.  All prior versions of Student Ally Privacy Policies are maintained in Student Ally’s Archives and are available to User’s upon their request.

12. MISCELLANEOUS PROVISIONS

12.1     Contact Information:  Users may contact Student Ally regarding any questions concerning this Privacy Policy or the Student Ally Terms and Conditions at the following address.

[email protected]

12.2  Incorporation of Terms and Conditions of Use & Temporary User License Agreement by Reference:  Student Ally’s Terms and Conditions of Use & Temporary User License Agreement are appended to the Student Ally Privacy Policy, and to the extent that one is viewed in the absence of the other, this provision serves as notice that the Privacy Policy and the Terms and Conditions of Use & Temporary Use License Agreement hereby incorporate each other by reference as if the terms of one were fully set forth within the other, so that they operate together as a single document.

 

Effective Date:  01/01/2021

13. STUDENT ALLY SERVICES

13.1     Student Ally provides educational, data retention, and communication services to Users in connection with the User’s enrollment in an educational program or the User’s employment at a college, university, or other institution providing educational programs (hereinafter an “Affiliated Educational Institution”).  Student Ally’s Services are detailed and described in these Terms and Conditions, and may include, but are not limited to, the following:

13.2     User Accounts & Profile Information:  Users and/or their Affiliated Educational Institution may register, create, identify, or otherwise populate an account (hereinafter the “User Account”) to include some or all of the information pertaining or relating to the User, including but not limited to such directory information as is necessary for generation of the User Account, which information shall include but is not limited to the User name, User date of birth, User’s school email (.edu) address, User Student ID Photograph, User telephone number, User enrollment status (Freshmen, Sophomore, Junior, Senior, or Graduate Student), and if the User is a participant in an athlete in a NCAA program (such information collectively referred to as “User Profile Information”).  Users may add additional information to User Account and User Profile pages from time to time, and such additional information will be stored by Student Ally.  All information stored and maintained by Student Ally shall be maintained in accordance with our Privacy Policy, as detailed in these Terms and Conditions.

13.3     Data Storage & FERPA Authorization:  All information provided to Student Ally in connection with the Services, including but not limited to User Profile Information, will be stored by Student Ally on its database and/or on a secure third-party cloud database contracted by Student Ally specifically for these purposes (hereinafter the “Authorized Data Storage”).  You hereby authorize your Educational Institution to share such User Profile Information as may be necessary to create licensed User Accounts.   FERPA AUTHORIZATION:  To the extent that any of this information is subject to the Family Educational Rights and Privacy Act (FERPA), you are hereby notified that such information will be shared with Student Ally for the purpose of providing the Services outlined in these Terms and Conditions, and you hereby explicitly consent to the sharing of this information for these purposes in accordance with the requirements of FERPA. 

13.4     User to Affiliated Educational Institution or Safety and Emergency Response Services:  Users may activate Services that may make information about the User, including but not limited to User location, User Profile Information, and user service activation information available to participating Safety and Emergency Response Services, including but not limited to 9-1-1 operators, police or local safety departments, fire, emergency medical services, your Affiliated Educational Institution, campus safety officials, public safety services, private security services affiliated with your Affiliated Educational Institution or local law enforcement authority, and such other emergency service providers as many be necessary (hereinafter “Safety and Emergency Response Services”, during preset and/or emergency conditions, or other conditions specifically set by the User (hereinafter the “Approved Conditions”).

13.5     User to User Services:  Users may elect to activate and use certain functions and features of the Services that make User Information available to other Users (selected by the User), including but not limited to, the User’s Allies List and User Emergency Contact List (hereinafter “Approved Contacts”).  Such information, may include User Profile Information, user location, and user activation of safety features and emergency settings (hereinafter “Authorized Information”).

13.6     User to User Visibility:  For purposes of User Account visibility, certain User Account information may be visible to other Users.  This information may include User Name, Status, Affiliated Educational Institution, Student ID photograph or other User Profile photograph if provided by the User.

13.7     Notifications:  Users may generate, send, and receive emergency notifications, User to User notifications, or User to Emergency Services notifications, User to Affiliated Educational Institution notifications, Emergency Services to User notifications, Affiliated Educational Institution to User notifications, User to Student Ally notifications, and Student Ally to User notifications (hereinafter “Authorized Notifications”) via various communication methods, including but not limited to in-Application notifications, voice calls, text messaging, “push” notifications, email, and mail.

13.8     User Location Sharing Services:  As addressed herein, Users may elect to use Services that share their location and User Information with other Users and/or Safety and Emergency Response Services under certain conditions designated by the User.

13.9     User Education and Training Programing:  Student Ally provides Users education and training programing via audio, video, and text, accompanied by quizzes with required minimum passing scores.  Student Ally may provide its own proprietary programing as well as additional programing provided by Users’ Affiliated Educational Institutions, their partners, agents, associations, and other affiliated or associated entities, including but not limited to the National Collegiate Athletic Association (collectively “Education and Training Programing”).  Users agree to complete all required Educational and Training programing, including the completion of quizzes, as a prerequisite for use of other Student Ally Services.  Student Ally provides this programing as a supplemental informational resource.  This programing is for informational purposes only, and Users understand that this information is not represented to be professional advice of any sort, including but not limited to legal advice, medical advice, mental health advice, advice regarding criminal or civil laws, standards, or codes of conduct and action, contractual advice, advice regarding Users’ Affiliated Educational Institution’s specific requirements, standards, responses, or other courses of action permissible by an Affiliated Educational Institution.  Users should not rely exclusively on any information provided in the Education and Training Service, and should seek independent information, and where applicable, independent professional advice on all matters from licensed professionals.

13.10   Education and Training Programing Release:  Users agree to release and hold Student Ally and to the extent permitted by law, any applicable Affiliated Educational Institution, harmless with regard to any actions taken by any User or third party based, in whole or in part, upon reliance on the information provided in the Education and Training Programing, from which any claims, controversies, causes of action, or other allegations in which relief is sought, whether civil, criminal, or contractual, related to or arising out of the Education and Training Programing.  User information regarding completion of the Education and Training Programing, including the User score on associated quizzes (hereinafter “User Performance Data”), will be maintained and stored by their Affiliated Educational Institution as well as Student Ally in accordance with Student Ally’s data storage policies, as detailed herein, and in accordance with the Privacy Policy detailed herein. 

13.11   Anonymous User Performance Data:  User Performance Data which has been aggregated and anonymized so as to remove any personal identifying information, including but not limited to any User Profile Information, Directory Information, or other User Data, may be used by Student Ally for purposes of assessing and improving programing, advising Affiliated Educational Institutions on generalized performance within the institution, advising Affiliated Educational Institutions on generalized performance in comparison with other institutions, and may be provided to third-party entities and other entities, including both private and government entities, from time to time for purposes consistent with Student Ally’s social and commercial objectives.

13.12   User Resources, Connections, and Links:  Student Ally hosts information regarding additional local and national resources, links, telephone numbers, and contact information for third party services, including but not limited to suicide prevention services, police and 9-1-1 information, campus security and other private security information, medical facilities and resources, on and off campus resources, counseling resources, legal or other professional resources, and other similar resources such as may be added or removed from time to time.  Users understand that these services are independent and not affiliated with Student Ally, that Student Ally cannot and does not represent or guarantee the effectiveness, accreditation, licensing, or otherwise endorse these services.  Neither Student Ally, nor your Affiliated Educational Institution is responsible for any statements, advice, assistance, or other information provided by any such third party services, and Users release and hold Student Ally and to the extent permitted by law, their Affiliated Educational Institutions harmless with respect to these third party entities and services.

13.13   User Misconduct Reporting Services:  Users may file reports of misconduct via the Mobile Application and Web Portal, and may submit information, including but not limited to, statements, identification of other individuals and Users involved or bearing witness to such misconduct events, locations, photographs, videos, other written communications in any form, medical authorizations, financial authorizations, other third-party information such as Users may choose to authorize for submission, social media information, User Evidence Preservation Information, including Private User GPS History Information, and all such other information as Users deem reasonably related to the misconduct events reported.  In submitting such information, Users represent and warrant that they have authority to submit such information and/or execute authorizations for the release of third-party information.  Users further represent and warrant that such information is reasonably related to the misconduct events being investigated, is submitted for legitimate purposes and not for any improper, harassing, defamatory, or otherwise illegal purpose.   Users understand and accept that any misuse of these Reporting Services may be cause for action against the User by Student Ally or their Affiliated Educational Institution, including potential revocation of the User’s Temporary User License for Student Ally Services, and any such disciplinary action as the Affiliated Educational Institution shall deem necessary and appropriate.  Student Ally shall not be responsible for any action taken by a User’s Affiliated Educational Institution in this regard, and Users hereby release and hold Student Ally harmless for any potential liability or claims of liability associated with or arising out of any such disciplinary action, the submission of any materials or information, or other improper use of the Student Ally User Misconduct Reporting Services.

13.14   User Investigative Services:  Users may initiate, respond, or otherwise participate in investigations of User Misconduct Reports.  Such initiation, response, or other participation of any kind may include the submission of statements, identification of other individuals and Users involved or bearing witness to such misconduct events, locations, photographs, videos, other written communications in any form, medical authorizations, financial authorizations, other third-party information such as Users may choose to authorize for submission, social media information, User Evidence Preservation Information, including Private User GPS History Information, and all such other information as Users deem reasonably related to the misconduct events reported.  In submitting such information, Users represent and warrant that they have authority to submit such information and/or execute authorizations for the release of third-party information.  Users further represent and warrant that such information is reasonably related to the misconduct events being investigated, is submitted for legitimate purposes and not for any improper, harassing, defamatory, or otherwise illegal purpose.  Users understand and accept that any misuse of Services relating to the investigation of User Misconduct Reports may be cause for action against the User by Student Ally or the User’s Affiliated Educational Institution, including potential revocation of the User’s Temporary User License for Student Ally Services, and any such disciplinary action as the User’s Affiliated Educational Institution shall deem necessary and appropriate.  Student Ally shall not be responsible for any action taken by a User’s Affiliated Educational Institution in this regard, and Users hereby release and hold Student Ally harmless for any potential liability or claims of liability associated with or arising out of any such disciplinary action, out of the submission of any materials or information via the Student Ally Services, or out of any other improper use of the Student Ally User Misconduct Reporting Services.

13.15   User Evidence Preservation Services:  Users may store and submit Private User GPS History Information through Student Ally’s User Evidence Preservation Services.  Upon submission to Student Ally, User’s Private User GPS History Information will be maintained by Student Ally on its database or a secure third-party database, as authorized herein, in a private AND encrypted format.  Users may choose to submit such information to Student Ally and their Affiliated Educational Institution at the complete and total discretion of the User.  Submission of such information may only be accomplished through the User’s providing of the User’s private password for the explicit purpose of submitting such information.  User’s hereby agree to keep their passwords private, confidential, and secure, so as to maintain the confidential nature of such information and the User’s exclusive right to control the decryption and submission of such information.  Student Ally shall not compel the User to provide such information, nor shall Student Ally condone any attempts by an Affiliated Educational Institution to compel the User to provide such information.  Upon submission to Student Ally, such information shall be decrypted and maintained by Student Ally in accordance with Student Ally’s data retention and Privacy Policies detailed herein.  Such information shall be disclosed to the User’s Affiliated Educational Institution only in connection with the reporting and/or investigation of a Misconduct Event.  Affiliated Educational Institutions shall be responsible for maintaining the confidentiality and privacy of such information in accordance with their own data retention and privacy policies, as privately contracted and agreed to between the User and the User’s Affiliated Educational Institution, and to the extent such information is governed by FERPA, in accordance therewith.  To the extent necessary for the proper and efficient reporting, investigation, and resolution of Misconduct Events, Users’ agree that, if User submits Private User GPS History Information to Student Ally and User’s Affiliated Educational Institution, such information may thereafter be disclosed to other involved or identified parties at the discretion of Student Ally and User’s Affiliated Educational Institution in accordance with their duties to conduct such investigations, and resolve and respond to Misconduct Events.  By submitting Private User GPS History Information, users hereby consent to all such permitted uses.  User’s further understand that Private User GPS History Information can only be used by Student Ally following the decryption of such information through the User’s election to supply their password to Student Ally for this purpose, and that the User’s inability to provide the User’s password due to the User’s loss of the password, incapacitation, or for any other reason, will render Student Ally unable to access the information for such purposes as the User may desire.  User understands and agrees that the inaccessibility of such information is not the responsibility or fault of Student Ally or the User’s Affiliated Educational Institution, and hereby agrees to release and hold Student Ally and any Affiliated Educational Institution harmless from any potential or alleged liability associated with the inaccessibility of such information as a result of these events.  To the extent that any such information is governed by the terms of FERPA, users hereby acknowledge the storage and use of such information under these Terms and Conditions and consent and agree to such storage and usage by Student Ally and other third parties as indicated herein.

13.16   Production of Private Information by Authorization or Court Order:  Student Ally shall not disclose any User information to any third-party except as explicitly permitted in these Terms and Conditions, without the User’s explicit written Authorization for disclosure, or by Court Order.  User Private GPS History Information which has not been decrypted by the User for purposes of submitting such information to Student Ally is not withing Student Ally’s care, custody, or control for purposes of disclosure or production to any third party, including any government, law enforcement, or other agency.  User understands that such information may be held in its encrypted format, and Student Ally will comply with such lawful Orders as may be issued requiring its production, but that such production can only be accomplished by providing such information in whatever format it exists, such as an encrypted and inaccessible format.  User’s decision to decrypt such information at such times as User decides is entirely User’s decision, and Student Ally is not responsible for the consequences of User’s decision to decrypt such information, including the user of such information by any government body or agency in any civil, criminal, or other matter. 

13.17   User Affiliated Educational Institution Campus Location Services:  Users understand that Affiliated Educational Institutions may maintain Campus Location Information via Student Ally’s Services and that such information is confidential and not accessible to Users for any purpose at any time, unless disclosed by the Affiliated Educational Institution at their discretion.  User’s understand that such location information may be used by Student Ally and Affiliated Educational Institutions in connection with the reporting, investigation, response, and resolution of Misconduct Events.  User’s agree to such use as may be applicable under these Terms and Conditions.

13.18   User Receipt of Notifications and Information:  Users may receive notifications and information from Student Ally and their Affiliated Educational Institution via in-app messages or notifications, SMS, telephone, push notifications, or emails.  All such notifications and information shall be deemed received upon the date delivered to the User, and shall be deemed reviewed in their entirety upon the date accessed, downloaded, or otherwise received by Users.  You hereby acknowledge that you will take all actions to ensure the prompt receipt and review of all such notifications, including notifications of pending Misconduct Event Reports, investigations, decisions, hearings, questions or interrogatories, cross-examinations, and all events associated with any Misconduct Event Report, as referenced in the Student Ally Codes & Procedures and/or your Affiliated Educational Institutions Title IX Codes & Procedures or other applicable Disciplinary Codes & Procedures.  You hereby disclaim any assertion that notifications provided/delivered to you were not received or reviewed by you in accordance with you obligation to promptly receive and review such notices and take appropriate and timely action. You furthermore hereby assert and agree that your receipt and review of any such notification is complete at the time such notification has been delivered.  As required under these Terms and Conditions, it is your obligation to ensure that you maintain accurate and up to date contact information via telephone, email, SMS and other means, and that your failure to maintain accurate and up to date contact information will not be basis for denial or refutation that proper notice was provided to you via the information you chose to allow to remain on your User Profile Data and User Directory Data as the best means of contact and notification.  You hereby acknowledge that Student Ally is not obligated to provide notice or information by U.S. Mail or any other means, and is not required to pursue additional means of delivery if User’s SMS, email, or other selected avenues of communications fail.

14. USER AGREEMENT & TEMPORARY USER LICENSE

14.1     You as a user acknowledge and agree that, by participating in any Student Ally Services including activating or using any such Services, or permitting your Affiliated Educational Institution to register, activate, or populate an account in Student Ally’s Services, you provide consent and agreement to all of these Terms and Conditions, including the release of any or all User Information to Emergency Services Providers, Users, or your Affiliated Educational Institution as detailed and in accordance with the provisions of these Terms and Conditions, and in accordance with your use, activation, and direction through user of such Services.  Student Ally does not guarantee delivery of any message or User Data to any such services, and you hereby acknowledge and understand that all such delivery to any such party or entity is intended to be supplemental and not primary, and that you should take such other or additional measures as required for any emergency or safety need as you would ordinarily take in the absence of any Student Ally Services, and that such other or additional measures will be primary for purposes of securing such assistance or reporting as you deem necessary.

14.2     You as a User acknowledge that only specific participating emergency service providers have access to information through Student Ally Services, and that such Services are limited to only those participating providers, and may not be used for any notice or communication to any other Emergency Service Providers who do not have access and/or are not participating in the Student Ally Services.

14.3     You acknowledge and agree that Student Ally and any Affiliated Educational Institution cannot control, ensure, or otherwise guarantee the action or manner of action of any third -party emergency service provider or User designated as an Ally or Emergency Contact, nor can Student Ally control, ensure, or otherwise guarantee the manner or sufficiency of any response or reaction to any submitted notice or communication to any other entity through a Student Ally Service.  Accordingly, Student Ally cannot guarantee or ensure that any such Emergency Service Provider or User will respond promptly or appropriately, and you hereby explicitly agree that Student Ally is not responsible for the actions of any Emergency Service Provider, User, or your Affiliated Educational Institution, and release and hold Student Ally harmless, for any potential claim or liability related to or arising from the action of any such third party, User, or Affiliated Educational Institution.

14.14   You further acknowledge that Student Ally is not an Emergency Service Provider, and hereby agree and understand that Student Ally cannot and will not take any direct action in the event of any report, notification, or other communication of any kind regarding an emergency.  You hereby acknowledge and understand that Student Ally does not and cannot render emergency services of any kind, and hereby release and hold Student Ally harmless from any potential claim or liability related to or arising from any assertion that Student Ally was reasonably expected or represented that it would take any action or direct any action to respond in the event of an emergency. 

14.5     Only authorized Users and Affiliated Educational Institutions are permitted to send notifications through Student Ally’s Services.  Student Ally may authorize such users as are reasonably necessary for the purpose of providing such notifications, including local government authorities, colleges and universities, or other organizations that contract with Student for activities in line with Student Ally’s social and commercial purposes.  To the extent organizations wish to offer Users special or proprietary discounts, merchandise, or other benefits of a financial or commercial nature, such offers shall only be provided through Student Ally, and Users may opt to receive such information at their election.  User’s may control these setting via their mobile device and the application.

14.6     Users agree and understand that, as addressed above, Student Ally Services allow users to be contacted via SMS, email, in-app notifications, push notifications, voice call, or other means of communication, as detailed in these Terms and Conditions.  Users hereby agree that by entering any User Information and/or participating in Student Ally Services such communications as detailed herein, are explicitly authorized.  Users also agree that, from time to time as may be required, Student Ally and the User’s Affiliated Educational Institution may send messages, notifications, updates, and other information through the Services for the purposes of maintaining the Services, and that messaging a data rates associated with such communications may apply.  Users understand that such mobile carriers may not be able to process such communications, and understand that such communications can only be provided to the mobile number provided to Student Ally or the User’s Affiliated Educational Institution by the User.  User’s therefore agree to maintain current contact information for such Services, and understand that failure to maintain current contact information will result in the inability to receive notification and communications through these Services.

14.7     You understand and agree that you will not rely on any Services as the primary or sole means to communicate information to emergency service providers, and that, to the extent necessary, you should communicate all information to appropriate Emergency Service Providers through alternative methods, including direct dial to 9-1-1, as a primary and additional means of communication.  You understand and agree that such other primary methods of communication, including communication with Emergency Service Providers, exist and are available to you, including calling 9-1-1, seeking in-person help, calling campus security through publicly available phone numbers, or seeking professional services and help at your Affiliated Educational Institution. 

14.8     You agree and understand that Student Ally Services do not replace, supplant, alter, or otherwise take the place of such other primary means of communicating with Emergency Services and other third parties, and you understand that no Student Ally Services take the place of your communication of relevant information, including location, telephone number, name, and other personal information directly to Emergency Services and third parties.  You further understand, and explicitly agree, that in the event of an emergency none of the Student Ally Services alter your obligation and need to call 9-1-1 for help or other emergency assistance.

14.9     You understand that use of these Services does not constitute or create an agreement, legal or otherwise, between you and any third party providers, including Emergency Service Providers, or other Users selected to serve as Allies or Emergency Contacts.  You further understand that use of these Services does not create any duties, legal, implied, or otherwise, on the party of any Users, Affiliated Educational Institutions, or third parties, including but not limited to, any duties to act, respond, communicate, or otherwise assist in any manner.  Furthermore, you understand that your participating and use of any services does not create a duty, legal, implied, or otherwise, for you to act, respond, communicate, or otherwise assist Users who may designate you as an Ally or Emergency Contact.

14.10   You understand and agree that Student Ally is not responsible for the actions of any Users, including but not limited to Users designated as Allies or Emergency Contacts.  Student Ally does not and cannot compel, direct, ensure, or otherwise guarantee that any such Users or third-parties will receive any information communicated through the Student Ally Services, including any message, emergency alert, location based alert, current location sharing, or other information sharing through the Student Ally Services.  Accordingly, Users must not rely upon any Allies, Emergency Contacts, or other Emergency Service Providers to provide emergency response services through the Student Ally Services.  Such emergency services must be provided, and can only be accessed, through dialing 9-1-1 and communicating such necessary information to those third party emergency service providers as the User may deem necessary and appropriate.

14.11   You understand and agree that Student Ally is not responsible for the action or inaction of any User or third party contacted or otherwise connected through the Student Ally Services.  You understand and agree that these Services are provided for convenience purposes only, and do not replace the need for Users to call 9-1-1 in the event of an emergency and to seek emergency assistance or help.  Users must not rely upon any Services, Allies, Emergency Contacts for these purposes, and must access and obtain emergency assistance only through calling 9-1-1.  Users who have contacted 9-1-1 or other Emergency Service Providers must rely upon such Emergency Service Providers as their primary means of securing support or assistance.  To the extent that the Student Ally Application generates in-app or out-of-app notifications, alerts, requests for information, or other similar communications, Users’ should ensure that they maintain a primary link and line of communication with 9-1-1 or other Emergency Service Providers before using any Student Ally Application feature, which are provide only “as available” on an “as is” basis, and with an all faults recognized and understood basis.

14.12   You understand that Student Ally Services function through use of cellular services, GPS systems, and available internet for purposes of transmitting data, and that such cellular signals, GPS signals, and available internet signals can be and are unreliable and may vary in strength and availability from time to time, location to location, and device to device, and that at some times, on some devices, and at some locations such services may be unavailable, and therefore that from time to time and location to location Student Ally services may also be unavailable on your device or devices.  You hereby understand and agree that Student Ally does not and cannot warrant that its Services will be available at all times, that the use of its Services for communication will be available at all times, and that Users must take alternative and primary measures to ensure necessary communications and safety measures are taken.  You hereby agree and understand that Student Ally and your Affiliated Educational Institution are not responsible for any lapses in functionality, and hereby agree to release and hold harmless Student Ally and your Affiliated Educational Institutional for any claims or liabilities related to or arising out of any such lapse, pause, or unavailability of Services.

14.13   You understand and agree that any information you provide through any Student Ally Service to any Emergency Service Provider, either directly or through sharing such information with other Users for the purpose of allowing such information to be provided to Emergency Service Providers, may be acted upon by such Emergency Service Providers in the manner they see fit, and such information may be transmitted over publicly accessible or unsecured communication channels, including but not limited to 9-1-1 operator systems and radio transmissions, and may become part of any record maintained by such Emergency Service Providers, including records determined to be Public Records as a matter of law.

14.14   You understand and agree that by selecting certain Users to serve as Allies and Emergency Contacts, you are authorizing Student Ally to release specific information, including User Directory information and User Location Data, to those selected Users in accordance with the functions you select on the Mobile or Web interface.

14.15   You understand and agree that Student Ally may disclose or release information within your User Account to Emergency Service Providers.

14.16   You understand and agree that upon cancellation or termination of any Student Ally Service for any reason, whether initiated by you, your parent or legal guardian, Student Ally, your Affiliated Educational Institution, or other authorized person or entity, Student Ally will no longer provide you with Services or access to Services.  Upon cancellation or termination, any User Data, User Directory Information, or Private GPS Data will remain secured within Student Ally’s data retention systems in accordance with law, and will be subject to Student Ally’s Privacy Policy.  With regard to Private GPS Data, Users will continue to exercise control and authority over the accessibility and use of such information for any purpose, and Student Ally will continue to treat all Private GPS Data under the same provisions of these Terms and Conditions, including the encryption and User control mechanisms, as if the User’s Account had not been cancelled or terminated.

14.17   You understand and agree that Student Ally Services rely upon location services provided by your service provider and your mobile device manufacturer, and that such location services are not controlled by Student Ally.  You further understand and agree that not all devices are location compatible and location compatible devices may be subject to variations in accuracy and functionality depending on the device capabilities, manufacturer, signal strength, service provider coverage areas, surrounding structures or natural features, environmental factors, cellular or GPS network outages related to your service provider, and such other factors both natural and artificial which vary from location to location and from time to time.  You further understand and agree that all location based services rely on the current location of your mobile device, that there is no ability for location based services to do anything other than ascertain the location of your mobile device, and that your failure to maintain possession of your mobile device will result in the inability to   Accordingly, all location information and location services are only approximate representations of device locations, and must not be relied upon with any degree of specificity or precision.  All location information is provided for convenience purposes only, and is not guaranteed to be accurate or otherwise guaranteed to provide specific results.  Such information is subject to interference, constraints, and user-error that is outside of Student Ally or your Affiliated Educational Institution’s control.  Wherefore, you hereby understand and agree that all location based services are not a primary means of ensuring your safety or providing your location information, and that you should take other primary means of ensuring your safety and location information, including, when necessary, contacting 9-1-1 in the event of an emergency and notifying other persons directly regarding your current location and intended destinations.

14.18   Consent to Record And Preserve:  Users understand, acknowledge, and hereby agree to the audio/video or other recording and preservation of all communications with any Student Ally employee, representative, affiliate, or agent.  Such communications shall be maintained and preserved by Student Ally and/or your Affiliated Educational Institution in accordance with Student Ally’s Privacy Policy and your Affiliated Educational Institution’s policies.  Users understand and agree that such communications may be used in connection with the reporting, investigation, resolution, decision making, or disciplinary action for any Misconduct Event.

15. MISUSE OF STUDENT ALLY SERVICES

15.1     You understand and agree that misuse of any Student Ally Services could result in termination of your User License for Student Ally Services, disciplinary action against you by your Affiliated Educational Institution, civil action against you, and/or criminal action against you.  Student Ally is not responsible for any disciplinary action resulting from your misuse of any Student Ally Services, including but not limited to, civil action taken against you by any person, party, or institution that suffers injury or damages as a result of your misuse of such Services, criminal action taken against you by any law enforcement body due to your misuse of such Services, or disciplinary action taken by your Affiliated Educational Institution regarding your enrollment, graduation, course credits, or any other aspect of your status as a student or employee of the Affiliated Educational Institution, including but not limited to suspension or expulsion from any academic program, or termination of employment.

15.2     You understand and agree that Student Ally is authorized to terminate your User License at any time due to your misuse of any Student Ally Service, and to revoke your status as a User.  You further understand and agree that such revocation may have impacts on your ability to continue your educational program or employment at an Affiliated Educational Institution.  You further understand and agree that Student Ally will not be responsible, in law or equity, for any such actions required as a result of your misuse of Student Ally Services, and to the extent permissible by law, hereby release and agree to hold Student Ally harmless for any potential claim or controversy resulting from the termination of your Student Ally User License and status as a User under these Terms and Conditions.

15.3     Misuse of Student Ally Services may include, but is not limited to:

15.4     Attempting to gain unauthorized access, or gaining unauthorized access, to another User’s Account.

15.5     Attempting to gain unauthorized access, or gaining unauthorized access, to a Student Ally Service that you are not explicitly authorized to access.

15.6     Attempting to gain unauthorized access, or gaining unauthorized access, to a component of the Student Ally System that your User Role and User Permissions do not authorize you to access.

15.7     Intentionally interfering with the functionality or delivery of any Student Ally Service, or taking any action in furtherance of an attempt to do so.

15.8     Intentionally interfering with another User’s ability to access or receive any Student Ally Service, or taking any action in furtherance of an attempt to do so.

15.9     Providing knowingly false information, including but not limited to identifying or providing documents or materials asserted to be evidence or otherwise relevant for the investigation or reporting of a Misconduct Event, testimony provided in connection with the investigation or reporting of a Misconduct Event, identification of individuals as witnesses, victims, or accused in connection with the investigation or reporting of a Misconduct Event.

15.10   Encouraging, extorting, manipulating, or in any way attempting to have another person or User provide false information.

15.11   Intentionally filing a Misconduct Event Report with Student Ally and your Affiliated Educational Institution that includes allegations that you make against another person or User which: you know to be false at the time you make them; you suspect to be false at the time you make them, but which you represent to be true; pertain to facts or events that you have no knowledge of the truth or falsity of, but which you represent to be true or otherwise represent that you have first-hand knowledge of when you do not; omit directly relevant or important information for the purpose of misleading or manipulating the course of an investigation in a manner inconsistent with ascertaining the truth of the matters alleged, or which otherwise serve to use the Student Ally Services for a false and injurious purpose.

15.12   Intentionally filing a Misconduct Event Report with Student Ally and your Affiliated Educational Institution that includes evidence or information that: you know to be false at the time you submit it; you suspect to be false at the time you submit it, but is submitted as if it were true or reliable; that is submitted for a false purpose in order to mislead or manipulate an investigation; omits directly relevant or important evidence for the purpose of misleading or manipulating an investigation in a manner inconsistent with ascertaining the truth of the matters alleged; which was obtained through false or illegal means; which you do not have authority or authorization to provide; or which is otherwise submitted to use the Student Ally Service for a false or injurious purpose.

15.13   Intentionally filing a Misconduct Event Report with Student Ally and your Affiliated Educational Institution for any illegal purpose, any defamatory purpose, or any other illegitimate or injurious purpose.

15.14   Providing any document, file, photograph, video, or other material in any form, whether digital or physical, to Student Ally or your Affiliated Educational Institution, the possession or distribution of which would constitute a criminal or civil infraction, including but not limited to any obscene or pornographic images or videos, any images or videos of any person under the age of majority in your jurisdiction which depict that person’s genitals or depict that person engaged in any sexual act of any kind.  You further understand and accept that, if any such prohibited materials are transmitted or otherwise provided, shared, sent, or stored to Student Ally’s system or databases, Student Ally and your Affiliated Educational Institution will take all necessary actions to ensure compliance with all applicable state and federal laws, including, when and if necessary, contacting appropriate law enforcement agencies and surrendering possession of any such prohibited materials provided.  You further understand and agree that Student Ally and your Affiliated Educational Institution will not be responsible for any such actions required as a result of your misuse of Student Ally Services, and to the extent permissible by law, hereby release and agree to hold Student Ally and your Affiliated Educational Institution harmless for any potential claim or controversy arising or resulting from such actions taken in response to your providing of such prohibited materials.

15.15   Reverse engineering any Student Ally system components, functions, or Services, or taking any action in furtherance of an attempt to do so.

15.16   Accessing any code or proprietary programing, components, or otherwise attempting to decode any aspect of any Student Ally Service.

15.17   Sell, lease, or otherwise provide unauthorized access to any Student Ally Service to any person or entity. 

15.18   Copy, modify, distribute or otherwise make available any Student Ally Service or component, or any technology, code, means and methods, mechanisms, investigative techniques, reporting forms, or any other proprietary information or components of the Student Ally Services to any person or entity.

15.19   Use any Student Ally Service in a manner that infringes upon the privacy rights or invades the privacy of any person for whom you have not obtained consent, authority, or have legal responsibility to share information. 

15.20   Input false information in your User Account, or information pertaining to another person for whom you have not obtained consent, authority, or have legal responsibility to share information. 

16. USER CODE OF CONDUCT

16.1     You hereby understand and agree to abide by the following Code of Conduct with regard to your use of the Student Ally Services.

16.2     You will only use Student Ally Services for their ordinary and intended purposes.

16.3     Although the use of the Student Ally Services does not create any legal or actionable duties on the part of any User to provide aid, assistance, intervene, or otherwise take any affirmative action or omission with regard to any information provided through the Student Ally Service, you understand and agree that you shall not:

16.4     Agree to serve as another User’s Emergency Contact, Ally, Guardian Angel, or otherwise accept any role vis-à-vis another User unless you intend to respond to information provided by that User, including but not limited to alerts and emergency alerts, in a manner consistent with the understood purpose of that role.

16.5     Intentionally use the Student Ally Services to provide false alerts or emergency alerts, or otherwise harass or inconvenience other Users through the Services by sending repetitive, distracting, or misleading alerts.

16.6     Provide another User with a false assurance of assistance or guidance due to any role you agree or otherwise represent you will undertake.

16.7     Take action that may endanger, or that may increase the danger, to yourself, any person, or property.  In any situation or scenario in that may present a danger to persons or property, Users should call 9-1-1, fire, EMS, or other Emergency Service Providers, or if Users are so instructed by their Affiliated Educational Institution, notify a designated professional or security officer at your Affiliated Education Institution.  You further understand and agree that Student Ally is not responsible for any actions taken by you or any other User involving the need for, rendering, or failure to render any aid or assistance, and to the extent permissible by law, you hereby release and agree to hold harmless Student Ally for any potential claim, controversy, or liability of any type, whether in law or equity, arising out of or resulting from the rendering of aid, or the failure to render aid, by any person or User. 

16.8     Use the Student Ally System to create, manufacture, modify, manipulate, or otherwise generate in any form false or misleading information, data, or evidence.

16.9     Share any information provided to you via the Student Ally Services with any other person, User, entity or institution for any improper purpose, including but not limited to any User Account Data, User Directory Data, User Location Data, or User alert or emergency alert data.

16.10   Share any statements, evidence, report, communication, or other information of any type or kind provided to you in connection with the investigation of any Misconduct Event Report or Investigation, unless explicitly authorized or instructed to do so in the context of the investigation by a person of sufficient authority to authorize such disclosure. 

17. USER RESPONSIBILITIES

17.1     You understand and agree that you accept full responsibility for ensuring the accuracy of all information provided by you, or on your behalf after your actual knowledge of such information, used to create User Directory Data, User Student ID Data, User Account Data, or other User data relevant to the operation of Student Ally Services.

17.2     You understand and agree that any information provided, with the exception of information specifically designated as private, may be used by Emergency Services Providers, Users, Student Ally, and your Affiliated Educational Institution, in accordance with Student Ally’s Privacy Policy and these Terms and Conditions. 

17.3     By activating, accessing, or otherwise using any Student Ally Service, you represent and warrant that you have reached the age of majority for your state or territory of residence, or that your legal guardian or parent has consented for you to use these Services and to be bound by these Terms and Conditions.  You further represent and warrant that, if you are under the age of majority, you have provided a copy of these Terms and Conditions any legal guardian or parent authorizing your use of these Services, and that such legal guardian or parent has reviewed and consented to these Terms and Conditions.  If you are a parent or guardian reviewing these Terms and Conditions, you and the minor User accept and agree to these Terms and Conditions, and you accept joint and several responsibility for all agreements and responsibilities assumed by all Users herein.

17.4     If you have not reached the age of majority for your state or territory of residence, and you have not obtained approval and consent to these Terms and Conditions by a valid parent or legal guardian, you must immediately notify your Affiliated Educational Institution, and must not use any Service provided by Student until such time as valid consent to these Terms and Conditions has been obtained.

17.5     You agree that Student Ally and/or your Affiliated Educational Institution can validate information you have provided by initiating phone calls or sending SMS messages to any phone numbers provided, sending emails to email addresses provided, or contacting you through other contact information provided.  You further agree that Student Ally and/or your Affiliated Educational Institution may contact you through any of these means for the purpose of requesting you review and update User Data or other information on your account, you complete required Education Programing for continued use of the Services, to update you on relevant changes to the applicable laws, codes, procedures, or these Terms and Conditions, or for such other purposes as may be necessary from time to time to ensure the continued providing of Student Ally Services.

17.6     You agree that Student Ally and/or your Affiliated Educational Institution may contact you in the event you are identified in connection with a Report of a Misconduct Event, and that such contact may be for the purposes of requesting your response, assistance, information, materials, or to otherwise provide assistance in connection with the investigation of such Reports.  You further agree that Student Ally and/or your Affiliated Educational Institution may use any statements, information, identification of persons, evidence, or any other materials of any time that you provide in the context of an investigation of a Misconduct Event, for purposes of conducting such an investigation, may share such information with other persons, Users, officials, or third parties as deemed necessary by Student Ally or your Affiliated Educational Institution, for purposes of completing such investigations.

17.7     You understand and agree that you will maintain accurate and up to date User Account Data, User Directory Data, and User Profile Data, and will update any outdated or incorrect information as soon as reasonably possible.  You understand and agree that it is not the responsibility of Student Ally or your Affiliated Educational Institution to update your information.  You agree that you will regularly and periodically check this information to ensure its accuracy, and it is your responsibility to report any incorrect information that you cannot update or correct yourself to Student Ally and your Affiliated Educational Institution.  Such periodic checks for accuracy to occur at least quarterly, at the start and end of each semester, trimester, or other term set for your educational program.

17.8     You understand and agree that you will keep any device or computer on which your User Account has been accessed and/or is accessible, secure and private, and will prevent other individuals who are not authorized Users from accessing or using your User Account.  You agree and understand that use of your Account by any non-User will be cause for termination of your User License and may be grounds for disciplinary action on the part of your Affiliated Educational institution.  You understand and agree that you will bear full responsibility for any non-Users, and any and all acts of any non-Users, who gain access to your User account due to your failure to take reasonable means to secure your device, computer, account.  You understand and agree that Student Ally and your Affiliated Educational Institution are not responsible for such misuse of your User Account by unauthorized users, and hereby release and agree to hold harmless Student Ally and your Affiliated Educational Institution from any claim, controversy, liability, or allegation of liability of any sort, whether in law or equity, related to or arising from such unauthorized use.

17.9     You understand and agree that Student Ally Services rely upon your telephone services provider account, and you hereby acknowledge that, to use and receive the benefits of Student Ally Services, you must manage and maintain your telephone service provider account and subscriptions in a manner consistent with the required functionality for Student Ally Service, including location opt-in status to allow Student Ally location-based Services to view your location at required times, to maintain Private User GPS History data, and to send and receive communications with your mobile device.  This includes ensuring active text SMS functionality, email functionality, location functionality, cellular functionality, Wi-Fi functionality, sufficient data plan functionality, phone activation, location/privacy setting configuration, and all such other functionality as may be required from time to time.

17.10   You understand and agree that Student Ally accounts require a primary device for purposes of maintaining Private User GPS History Data, and that you may not log onto a Student Ally Account via multiple devices at the same time, and must designate a single device to be the primary device.  You further understand and agree that using multiple devices for the purposes of manipulating data and/or location information is a violation of these Terms and Conditions, and that you shall maintain a single Student Ally account on a single mobile device, that you will uninstall the Student Ally Application from any old or unused mobile devices, and will install and update your Student Ally Application on any new mobile device.  You understand and agree that these are your responsibilities, and that Student Ally cannot and will not update your account to migrate information to any new mobile device.  In the event that you operate multiple mobile devices, you must maintain a Student Ally account on your primary mobile device, and understand that Student Ally’s services will only be available on that device and any Private User GPS History Data will be generated only from that primary device, and such data may not be available for your benefit in the event your primary device is not in your possession at specific times.

18.      LIMITATIONS, DISCLAIMERS, AND RELEASE OF LIABILITY

18.1     Disclaimer of Warranties:  Student Ally hereby disclaims any and all warranties or duties, express or implied, statutory or in common law or equity or under the Uniform Commercial Code, including without limitation any warranties of reasonable care, merchantability, or fitness for a particular purpose.

18.2     Users understand and hereby agree that Student Ally, and to the extent permissible by law and to the extent not in conflict with any other contract, any Affiliated Educational Institution, along with their agents, employees, officials, officers, directors, board members, affiliates, successors, assigns, subsidiaries, parent companies, or any other organizational component, whether political, governmental, non-profit, for-profit, educational, or otherwise (hereinafter “Releasees”) disclaim any and all liability whatsoever, whether raised directly by any User or third party, on any and all bases in law or equity, for whatever reasons, including but not limited to any claim, controversy, allegation, or assertion of personal injury or death, infringement or invasion of privacy, defamation or other injury to person or reputation, property damage, injury to business relations, injury to any property interest, including to educational opportunities, to any User, their guardians, agents, assigns, heirs, resulting from, arising out of, or otherwise connected or associated with, or alleged to have resulted from, arising out of, or otherwise be connected or associated with, any error or omission of the Services herein, failure to meet or satisfy any duty alleged to have been established or implied in these Terms and Conditions.

18.3     Release and Hold Harmless:  Users hereby release and hold harmless Releasees, to the greatest extent permitted by law, from any and all liability under law or equity, and waive, discharge, covenant not to sue for any loss, liability, cost, damage, of any kind or nature, known or unknown, arising in law or equity, and from any and all present and future claims, controversies, demands, causes of action, and lawsuits, actions in equity, actions before any regulatory body or agency, by any User, their guardian, heirs, agents, or assigns, for any injury, loss, cost, or damage alleged to have been caused, resulted from, or arisen out of the User Agreement, including but not limited to any allegation related to the infringement of any privacy rights or invasion of privacy.   This Release and Hold Harmless extends and applies to all provisions of the Student Ally Terms and Conditions, and although some specific provisions of these Terms and Conditions may contain their own release and hold harmless language, the inclusion of such language in specific provisions and exclusion of it in other provisions, shall not operate as a limitation on the scope and applicability of this Release and Hold Harmless to the entirety of these Terms and Conditions.

18.4     Users hereby agree to indemnify each Releasee from and against any and all losses, damages, liabilities, costs, expenses, including reasonable attorneys’ fees, court costs, or other legal expenses, including any such expenses incurred in the context of any action by any regulatory or other government body, of any kind arising from any User’s breach of these Terms and Conditions and User Agreement, or misuse of Services, including the misuse of User’s Services by a third party due to User’s failure to secure such Services in accordance with these Terms and Conditions.

18.5     To the extent permissible by law, Releasees shall not be liability for any damage, whether direct, consequential, special, punitive, liquidated, indirect, or otherwise, including but not limited to any damages alleged for loss of contractual relationships, lost profits, deprivations of privacy, defamation of character, exposure of confidential information, business interruption, or loss of business opportunities, or loss of educational opportunities, from or due to the misuse of these Services, the termination of use of these Services due misuse or violation of these Terms and Conditions, or other inability to use the Services described herein.  Users expressly acknowledge and agree that User’s use of any and all Services herein are at your sole risk, and you recognize that such Services are provided for convenience purposes only, must not be relied upon a primary means of safety, security, communication, or other measure of protection, and are provided solely on an “as is” “as available’ and “subject to all faults” basis.  Users expressly agree to release and hold harmless all Releasees from any liability or damages alleged to have resulted or arising out of any such use.

18.6     Professional Services:  Student Ally does not provide professional services to any User or Affiliated Educational Institution, including legal services, medical services, counseling services, or other such similar services.  Accordingly, Student Ally has no legal privileges under which confidential information or disclosures may be protected, beyond the protections agreed to between the User and Student Ally in these Terms and Conditions.  To the extent that any Users wish to obtain professional advice, whether legal, medical, counseling, or other, Student Ally encourages Users to take separate action to seek out such professionals within their local or other available markets, to assess the proficiency all such professional service providers, and to make their own decisions as to the retention of any such professionals.  Student Ally may provide information to users regarding the availability of such professional service providers within their local or national markets, but explicitly does not endorse, accredit, authorize, license, or in any other way validate the proficiency, professionality, or capabilities of any such third parties.  User’s are explicitly advised to exercise their own best judgment with regard to the retention of such third parties.

19. ARBITRATION, APPLICABLE LAW, AND MISCELLANEOUS PROVISIONS

19.1     Mandatory Arbitration:  Users, all beneficiaries, third-party beneficiaries, and/or any entity, person, or party seeking to make any claims regarding any Service provided, or any provision of this User Agreement, hereby understand and agree that any and all disputes arising under these Terms and Conditions shall be submitted to binding arbitration in accordance with the rules, provisions, and regulations of the American Arbitration Association, such arbitration to be conducted and administered by the American Arbitration Association, and that any award granted pursuant to such arbitration may be rendered a final judgment. 

19.2     Confidentiality:  In the event of a dispute under these Terms and Conditions which dispute is presented and/or resolved between the parties privately, or through the arbitration process specified herein, all involved persons and entities, including but not limited to Student Ally, any involved Users, any involved Affiliated Educational Institutions, and any agents, employees, representatives, attorneys, or other person affiliated therewith (hereinafter for purposes of this provision, “the Parties”) shall abide by the following confidentiality provisions:  the Parties shall acknowledge that the existence and the terms of any settlement agreement, informal resolution, or arbitration decision, agreement, or award, (hereinafter for purposes of this provision, the “Resolution Agreement”) as well as any oral or written information exchanged between the Parties in connection with the preparation and performance of any settlement discussions or arbitration hearings, are regarded as confidential information. Each and every Party to the discussions, arbitration hearings, or otherwise involved in this process of resolving such disputes, shall maintain the confidentiality of all such confidential information, and without obtaining the written consent of the other Parties, shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain, other than through the unauthorized disclosure of such information; (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any applicable government agencies, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this agreement. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.  This provision shall survive cancellation, termination, or expiration of this this User Agreement or any other agreement between the Parties.

19.3     Cost to Enforce:  If any dispute arises hereunder, the prevailing party shall be entitled to all costs and attorneys’ fees from the losing party for enforcement of any right under this Agreement, whether enforcement of such rights was obtained through arbitration or in a Court of applicable jurisdiction.

19.4     Applicable Law and Venue:  These Terms and Conditions shall be governed and interpreted under the laws of the State of Rhode Island, and without regard to any conflict of law, forum non conveniens, or dispute as to venue, venue for any disputes hereunder shall be in Providence, Rhode Island, Providence County or Rhode Island Federal Court.

19.5     Severability:  If any provision of these Terms and Conditions is determined to be void or invalid by a court or authority of applicable jurisdiction, the remaining provisions of these Terms and Agreement shall remain in full force and effect and shall remain binding on all parties, beneficiaries, and third-party beneficiaries.

19.6     Survivability:  All provisions of this agreement that are intended to survive termination of any User Agreement or License, including but not limited to all limitations, releases, disclaimers, arbitration provisions, privacy policies, and such other provisions as are, by their nature, intended to survive, shall survive termination without limitation as to the enforceability or applicability thereof.  User obligations set forth in these Terms and Conditions constitute independent obligations to which Users are bound and remain bound regardless of any cancelation or termination of this Agreement or any User License.

19.7     Right to Update and Modify:  Student Ally serves the right to update, supplement, or modify any portion or provision of these Terms and Conditions from time to time, by means of publication through posting updated Terms and Conditions in this location, and available via links through the Student Ally Services.  User’s activation of any Service or continued use of any Service after the publication of any updated Terms and Conditions shall constitute User’s explicit understanding, acceptance, and agreement to the updated Terms and Conditions.

19.8     Headings:  Headings and section titles used herein are for convenience purposes only, and do not constitute or modify any Terms and Conditions, and shall not be used to create or constitute any alleged ambiguity in these Terms and Conditions.

19.9     Waiver:  Student Ally’s failure to exercise or enforce any right, recourse, or provision of these Terms and Conditions shall not be viewed or constructed or constitute a waiver of any such right, resource, or provision. 

19.10   User Notifications to Student Ally:  Any legal or other notices from Users to Student Ally, with respect to the provisions of this section, Section 19 Arbitration, Applicable Law, And Miscellaneous Provisions, shall be in writing, and shall be delivered to Student Ally at its principal place of business in Bristol, Rhode Island, or to its registered agent for service of process at:

The Corporation Trust Company
Attention: Student Ally, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

19.11   Entire Agreement:  Subject to the Right to Update and Modify, Users acknowledge that these Terms and Conditions constitute the entire agreement between you and Student Ally with respect to the Services addressed herein.  These Terms and Conditions replace, supplant, and supersede any prior or contemporaneous representations, agreements, statements, oral or written, regarding any matters to which these Terms and Conditions related.  Any attempt to modify these Terms and Conditions may be achieved only in accordance with the provisions of the Right to Update and Modify described herein, or by written agreement, signed by a duly authorized representative of Student Ally, and effective as of the date signed.

19.12   Conflicts between These Terms and Conditions and any Contract or Other Agreement Between Users and Affiliated Educational Institutions:  Solely with regard to Affiliated Educational Institutions, to the extent that these Terms and Conditions are either (1) impermissible as a matter of law, or (2) are inconsistent or in conflict with the User’s contract or other agreement, whether an agreement for employment, student enrollment, or otherwise with the User’s Affiliated Educational Institution, in a manner that is detrimental to the Affiliated Educational Institution, the provisions of this agreement shall be subordinate to the provisions of the Affiliated Educational Institution’s agreement with the User, and those provisions shall govern – solely with regard to the rights, responsibilities, and relationships between the Users and the Affiliated Educational Institution.  However, such conflicts of inconsistencies shall not alter or modify any provision of these Terms and Conditions with regard to the rights, responsibilities and relationships between the Users and Student Ally, which rights, responsibilities, and relationships are governed exclusively under the provisions of these Terms and Conditions.

19.13   Incorporation of Privacy Policy by Reference:  Student Ally’s Privacy Policy is appended to the Student Ally Terms and Conditions & Temporary User License Agreement, and to the extent that one is viewed in the absence of the other, this provision serves as notice that the Privacy Policy and the Terms and Conditions of Use & Temporary Use License Agreement hereby incorporate each other by reference as if the terms of one were fully set forth within the other, so that they operate together as a single document.