VANTA EDUCATION, INC.

TERMS AND CONDITIONS OF USE

Effective as of: January 1, 2018

These Terms and Conditions of Use (the “Terms”) govern your access and use of the website at www.vantaeducation.com, all other related websites on which a link to these Terms is displayed (collectively, “Sites”), and features and applications accessible through, or in connection with, the Sites (collectively the “Services”), which are provided to you by Vanta Education, Inc. located at 4025 S. Riverpoint Parkway, CF-K301, Phoenix, AZ 85040, United States of America (referred to as “Vanta Education,” “We,” “Us,” or “Our”). These Terms contain the legal terms and conditions that govern your use of and access to the Sites and Services. By using or accessing the Sites and Services, you assent to these Terms, and you agree that these Terms constitute a binding and enforceable obligation on you. If you do not agree with any of these Terms, do not access or use the Sites or Services.

Certain Services of Vanta Education may be subject to additional terms and conditions as may be set forth in the Sites or in connection with your use of such Services (collectively “Additional Terms”), and your use of such Services constitutes your agreement to all applicable Additional Terms and any Additional Terms are hereby incorporated into these Terms by this reference as if fully set forth herein. In the event of any direct conflict between any Additional Terms and these Terms, the Additional Terms shall control. The Terms are not superseded by the terms or conditions of any other agreement you may have with Vanta Education, or their subsidiaries or affiliates, for products, services or otherwise, including, without limitations, terms, conditions and policies relating to the courses and educational programs provided by Vanta Education affiliates and companies.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY ACCESSING OR USING ANY OF THE SITES OR THE SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH VANTA EDUCATION AND ITS INSTITUTION(S) THE TERMS OF WHICH GOVERN YOUR USE OF THE SITES. ACCORDINGLY, BY YOUR ACCESS OR USE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL ADDITIONAL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL THE TERMS, DO NOT USE THE SITES OR THE SERVICES.

  1. USE OF THE WEBSITE
    • You may access and use the Sites solely for educational, non-commercial and personal use. Vanta Education reserves the right to alter or discontinue the Sites and Services, in whole or in part, at any time in its sole discretion. Subject to and conditioned upon your compliance with these Terms, Vanta Education grants to you a non-exclusive, non-transferable, limited right and license, without right of sublicense, to access and use the Sites, including any images, text, graphics, sounds, data, links, audiovisual and other materials incorporated into the Sites, other than your User Content as defined below, solely as made available by Vanta Education and solely for your own personal purposes. Except as expressly authorized and consented by Vanta Education in writing, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of the Sites or create derivative works of any portion of the Sites.
    • You are responsible for your own conduct while accessing or using the Sites and for any consequences thereof. You agree to use the Sites only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. As an example and not as limitation, while using the Sites you may not:
  2. Violate any laws or regulations;
  3. Upload to, transmit through, post or display on the Sites (i) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene, or infringes our or any third party’s intellectual property or other rights; (ii) any confidential, proprietary or trade secret information of any third party; or (iii) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Vanta Education);
  4. Restrict or inhibit any other user from using the Sites;
  5. Engage in spamming;
  6. Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, or other destructive items;
  7. Remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Sites;
  8. Upload photographs of people who have not given permission for their photographs to be uploaded to a share site;
  9. Use the Sites to engage in sale of goods, your own or others.
    • Noncompliance with the above rules will constitute a violation of these Terms, and may result in termination of your access to and use of the Sites and Services, in addition to any other rights or remedies that Vanta Education may have under applicable laws.
    • Some features of the Sites may enable you to send and receive transmissions. You acknowledge and agree that Vanta Education has no responsibility or liability for any transmissions, and/or any content included in such transmissions, sent or received by you. Vanta Education reserves the right, in its sole discretion and at any time, to set limits on the number and size of any transmissions sent by or received through the Sites and/or the amount of storage space available for transmissions or for any feature made available through the Sites.

 

  1. USER CONTENT AND CONDUCT
    • The Sites or the Services may include public or restricted access discussion forums, or other interactive areas or services (“Interactive Areas”), including chat rooms or message boards, online hosting or storage services, mobile applications, tablet applications, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Sites (“User Content”). Interactive Areas are provided “as is”. You are solely responsible for your use of such Interactive Areas and use them at your own risk.
    • If you post User Content, you agree that your User Content will be accessible and viewed by others. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any of the following:
  2. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  3. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
  4. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
  5. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  6. Any unauthorized commercial use such as, but not limited to, engaging in unsolicited promotions, political campaigning, advertising, or solicitations, hyperlinking off of the Sites, or collecting names and emails addresses for the purpose of sending unsolicited emails;
  7. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  8. Viruses, corrupted data or other harmful, disruptive or destructive files; and
  9. User Content that, in the sole judgment of Vanta Education, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose Vanta Education or its users to any harm or liability of any type.

The foregoing list of prohibitions provides examples and is not complete or exclusive.

  • You further agree not to access or attempt to access any Interactive Areas which you are not authorized to access or to provide or facilitate access to any nonpublic Interactive Area by any unauthorized user.
  • Vanta Education takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or resulting therefrom, nor is Vanta Education liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Vanta Education is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. While Vanta Education has no obligation to screen, edit, or monitor User Content or the Interactive Areas, Vanta Education reserves the right, and has absolute discretion, to refuse, block, move, or remove any User Content posted or stored on the Sites at any time with or without cause and for any reason or no reason, with or without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites or through the Services at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites or the Service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites or the Services. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Vanta Education’s system and customers, or to ensure the integrity and operation of Vanta Education’s business and system, Vanta Education may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content. Vanta Education’s right to disclose any such information as set forth herein shall supersede and control any conflicting terms of any Site Privacy Policy.
  • Unless otherwise indicated on the Sites or in connection with your use of the Services, if you post User Content to any of the Sites or in connection with the Services, you retain all rights in and to such User Content. You grant Vanta Education and its affiliated institutions a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant Vanta Education, its affiliated institutions and sublicensees the right to use the name that you submit in connection with such User Content, at their sole discretion. You specifically acknowledge and agree that Vanta Education has the right to sell, license and/or display any advertising, promotional and distribution rights in connection with your User Content and Vanta Education will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, promotional or distribution rights. No royalties will be paid to you or any third party for your User Content. Nothing in these Terms of Use obligates or may be deemed to obligate Vanta Education to sell, license or offer to sell or license any advertising, promotion or distribution rights. You represent and warrant that:
  1. you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites and license such User Content to Vanta Education and its affiliated institutions as herein provided;
  2. the User Content is accurate and not misleading; and
  3. use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.
    • You understand that User Content made available on or through the Sites comes from a variety of sources and that Vanta Education does not endorse and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You understand that Vanta Education cannot, and does not, review all User Content and does not endorse any User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, misleading, infringing, or otherwise objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vanta Education with respect thereto. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
    • You agree that Vanta Education has no responsibility or liability for the deletion or failure to store any User Content and other communications maintained on or transmitted through use of the Sites. You further acknowledge that you are solely responsible for securing and backing up any User Content or other communication you post, submit, share, receive or transmit to or through the Sites.

 

  1. PRIVACY POLICY
    • Vanta Education respects your privacy. Vanta Education may collect, store, communicate, disclosure and make use of your personal information. You agree to the use of your personal information as stated hereby and in Vanta Education’s Privacy Policy, which is incorporated herein by reference. Please refer to the privacy policy on the applicable Site for information on how Vanta Education collects, uses and discloses the information collected on that Site.
    • If you are an employee of Vanta Education, you should also refer to the Vanta Education Employee Handbook. If you are a student of a Vanta Education Institution, you should also refer to: (a) your rights under the Family Educational Rights and Privacy Act of 1974, as amended (“FERPA”) or any other applicable law of the jurisdiction in which you or the Institution are located; and (b) the applicable Institution catalog policies concerning educational record privacy.
    • Vanta Education is committed to conducting its business in accordance with the following privacy principles in order to ensure that the confidentiality of personal information is protected and maintained:
  2. Before or at the time of collecting personal information, Vanta Education will identify the purposes for which information is being collected.
  3. Vanta Education will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
  4. Vanta Education will only retain personal information as long as necessary for the fulfillment of those purposes.
  5. Vanta Education will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
  6. Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
  7. Vanta Education will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
  8. Vanta Education will make readily available to users information about our policies and practices relating to the management of personal information.
    • You acknowledge the agree that Vanta Education’s automated systems may analyze your content, including emails, to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is posted, sent, received, transmitted and stored.

 

  1. VANTA EDUCATION EMPLOYEES
    • If you are a Vanta Education Employee, you have certain responsibilities with respect to your conduct as set forth in the applicable Vanta Education Employee Handbook. Your conduct on the Sites is subject to and must fully conform with: a) the terms set out in the Vanta Education Employee Handbook; b) any Additional Terms set out on the Site(s) and c) any other employment agreements or acknowledgements that may be applicable to you.
    • Violation of any Vanta Education policies and procedures, employment agreements or acknowledgments or Additional Terms may result in appropriate sanctions, as determined in Our sole discretion, up to and including termination of your employment, in addition to any other consequence, penalty or liability that may result from such behavior. In the event of any conflict between these Terms of Use, including any Additional Terms, and any policy in the Vanta Education Employee Handbook, or other term of employment, the order of precedence to resolve such conflicts shall be as follows: a) the terms of any specific employment agreement or acknowledgment; b) the applicable Vanta Education Handbook policies; c) these Terms of Use and d) the applicable Additional Terms. Notwithstanding the previous sentence, Vanta Education reserves the right to resolve any such conflicts in its sole discretion.

 

  1. PROPRIETARY RIGHTS
    • Unless otherwise indicated, Vanta Education owns all legal right, title and interest in and to the Sites and Services. The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Sites (collectively, the “Vanta Education Materials”) are protected by various copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws. Except for any User Content owned and/or posted by you or other users, all Vanta Education Materials are the copyrighted property of Vanta Education, its affiliates or partners. Furthermore, all trademarks, service marks, and trade names contained in the Vanta Education Materials are proprietary to Vanta Education. Except as expressly set forth herein, your use of the Sites and Services does not grant ownership of or any other rights to you with respect to any content, data, user comments or other materials that you may access on or through the Sites and Services. Vanta Education reserves all rights to the Vanta Education Materials not expressly granted in these Terms.
    • Limited License. You are granted a limited license, without the right to sublicense, to access and use the Sites and the Services, and to print hard copy portions of the Site Materials, for your educational, non-commercial and personal use only. Such license is subject to these Terms of Use, the applicable Additional Terms, if any, and any other applicable terms and conditions, and without limiting any of the foregoing, you expressly agree not to:
  2. resell, lease, transfer, lend, timeshare, syndicate or commercially use the Sites, Site Materials or the Services;
  3. decompile, reverse engineer, disassemble or otherwise attempt to derive any source code from the Sites, or the Site Materials or the Services;
  4. distribute, publicly perform or public display the Sites, the Site Materials or the Services;
  5. modify, adapt, translate, or create any derivative works of the Sites, the Site Materials, the Services or any portion thereof;
  6. use any data mining, crawlers, spiders, robots or similar data gathering or extraction methods;
  7. download, index or in any non-­‐transitory manner store or cache any portion of the Sites, the Site Materials, the Services or any information contained therein, except as expressly permitted on the Sites;
  8. remove, deface, obscure, or alter any copyright, trademark or other proprietary rights notices affixed to or provided in connection with the Sites, the Site Materials or any Services;
  9. create or attempt to create a substitute or similar service or product through the use of or access to the Sites, the Services or any proprietary information related thereto; or
  10. use the Sites, the Site Materials or the Services other than for its intended purpose.

Any use or attempted use of the Sites, the Site Materials or the Services other than as specifically authorized herein, without the express prior written permission from Vanta Education or its licensors or users, is strictly prohibited and will, among other things, terminate the license granted herein. Such unauthorized use or attempted use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except as explicitly stated herein, nothing in these Terms of Use or any applicable Additional Terms shall be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time, in Our own discretion.

 

  1. INTELLECTUAL PROPERTY NOTICES
    • Portions of the Sites are covered by copyright law in the United States and other jurisdictions. © Copyright 2017 Vanta Education. All rights reserved. VANTA, Vanta Education, and the VANTA Education design are trademarks of Vanta Education.
    • All trademarks on the Sites not owned by Vanta Education are the property of their respective owners and used with permission or as allowed by law. The trademarks owned by Vanta Education, whether registered or unregistered, may not be used in connection with any product or service that is not Vanta Education, in any manner that is likely to cause confusion or deceive or otherwise improperly. Nothing contained in these terms or on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Vanta Education’s trademarks without Vanta Education express prior written consent.

 

  1. COPYRIGHT COMPLAINTS
    • Vanta Education is committed to protecting copyright and expect users of the Sites and Services to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright Law. If you have good faith believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is posted, displayed or accessible via the Sites or in connection with the Services, you may send a copyright infringement notice to Vanta Education’s copyright agent, as set forth in the DMCA, requesting that such material be removed, or access to it be blocked.
    • For your copyright infringement complaint to be valid under the DMCA, you must provide the following information in writing:
  2. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  3. Identification of the copyrighted work that you claim is being infringed;
  4. Identification of the material that is claimed to be infringing and where it is located on the Service;
  5. Information reasonably sufficient to permit Vanta Education to contact you, such as your address, telephone number, and e-mail address;
  6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  7. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
    • Vanta Education’s Designated Copyright Agent to receive notifications of claimed infringement is specified in section 7.5 of these Terms and in the DMCA registered agent records of the US Copyright Office.
    • If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vanta Education a counter-notice.
    • Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. The DMCA notices and counter-notices regarding Vanta Education should be sent to:

Vanta Education, Inc.

Attention: Copyright Agent

4025 S. Riverpoint Parkway, CF-K301

Phoenix, AZ 85040

United States of America

 

  • Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Vanta Education will terminate, in appropriate circumstances and at its sole discretion, users, subscribers or account holders who are deemed to be repeat infringers. Vanta Education may also, at its sole discretion, limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Notwithstanding the foregoing, users who are students of any Vanta Education Institution will additionally be subject to the policies and procedures set forth in the applicable Vanta Education Institution’s Catalog, for example any applicable Student Code of Conduct Policy. All employees of Vanta Education will also be subject to the policies and procedures set forth in Vanta Education Employee Handbook, which policies and procedures are in addition to these Terms of Use.

 

  1. TRADEMARKS
    • All logos and any other product or service name or slogan contained in the Sites are trademarks of Vanta Education or its suppliers, licensors or affiliates, and may not be copied, imitated or used, in whole or in part, without the express prior written permission of Vanta Education or the applicable trademark holder. You may not use any meta tags or any other “hidden text” utilizing “Vanta Education” or any other name, trademark or product or service name of Vanta Education without Our express prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Vanta Education and may not be copied, imitated or used, in whole or in part, without our express prior written permission. All other trademarks, service marks, logos, and product names published on the Sites are the property of their respective owners.
    • Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Vanta Education.

 

  1. THIRD-PARTY SITES AND SERVICES
    • The Sites may include hyperlinks or direct you to the websites or resources of third parties (collectively, “Third-Party Sites”). Vanta Education may sync information from the Third-Party Sites, and use their content on the Sites and in conjunction with Services.
    • Vanta Education has no control over and is not responsible for the availability, the content and operation of the Third-Party Sites, or the privacy or other practices of the Third-Party Sites. Vanta Education does not endorse any advertising, products or other materials on or available from the Third-Party Sites. You are responsible for the costs associated with the Third-Party Sites, as applicable, including any license fees and service charges. Vanta Education encourages you to become familiar with the terms of use and practices of the Third-Party Sites.
    • Your use of the Third-Party Sites, including, without limitation, your use of any content, information, data, advertising, products or other materials on or available through such website is at your own risk and is subject to the terms and conditions of use applicable to such website.
    • Vanta Education is not liable for any loss or damage which may be incurred as a result of the availability of the Third-Party Sites, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, the Third-Party Sites.
    • Other sites may provide links to the Sites with or without Vanta Education’s authorization. Vanta Education does not endorse such sites, and is not and will not be responsible or liable for any links from those sites to the Sites, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
    • Vanta Education reserves the right, at any time in its sole discretion and without prior notice to you, to block links to the Sites through technological or other means.

 

  1. FEEDBACK
    • You may choose to or Vanta Education may invite you to submit comments, bug reports, ideas or other feedback about the Sites or Services, including, without limitation, about how to improve the Sites or Services or any services or product provided by Vanta Education (“Feedback”). By submitting any Feedback, you agree that Vanta Education is free to use such Feedback at its discretion and without any additional compensation to you, and/or to disclose such Feedback to third parties on a non-confidential basis or otherwise. You hereby grant Vanta Education a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.

 

  1. REPRESENTATIONS; REGISTRATION DATA; ACCOUNT SECURITY
    • In consideration of your use of any of the Sites and the Services, you represent you are of legal age to form a binding contract. In consideration of your use of any of the Sites and Services, you agree to:
  2. provide accurate, current and complete information about you as may be prompted by any registration forms on the Sites (“Registration Data”);
  3. maintain and be solely responsible for the security of your password and identification;
  4. maintain and promptly update the Registration Data, and any other information you provide to Vanta Education, to keep it accurate, current and complete; and
  5. accept all risks of unauthorized access to the Registration Data and any other information you provide.
    • Submissions Relating to Sites or Services. You acknowledge and agree that, except for User Content submitted in an Interactive Area, any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, images or other information regarding the Sites, the Services or Vanta Education provided by you by participating in surveys hosted by Vanta Education, or any third-party vendors, on the Sites or related to the Sites, in the form of email, or any other submissions to Vanta Education, or any postings on the Sites, are non-­‐confidential and shall be the sole property of Vanta Education, and that upon submission of such materials to Vanta Education you thereby assign without additional consideration all right, title or interest you may hold in such materials to Vanta Education. Vanta Education shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

  1. EXPORT RESTRICTIONS
    • Any software and all underlying information and technology downloaded or viewed from this Sites or in connection with the Services (collectively the “Software or Technical Data”) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (50 C.F.R. Parts 730-­‐774), and may be subject to export or import regulations in other countries. You are solely responsible for complying with all trade regulations and laws, both foreign and domestic, in your use and viewing of the Sites and Services, including without limitation, the Software or Technical Data. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

 

  1. FINANCIAL MATERIAL DISCLOSURES
    • The Sites, and any documents issued by Vanta Education or affiliated institutions and available through the Sites, may contain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended. Those statements can be identified by the use of words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “anticipate” or similar statements or the negative of these words. Forward-looking statements include, without limitation, statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements.
    • Press Releases. The information contained within press releases issued by Vanta Education or its affiliated institutions should not be deemed accurate or current except as of the date the release is posted. Vanta Education does not have the intention of updating and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.
    • Third Party Financial Information. Vanta Education may provide links to third party Web sites or services that contain financial or investment information about Vanta Education. As with all third-party Web sites, Third Party Content and Third Party Applications, access to such Web sites and the information contained therein is provided as a convenience. Neither Vanta Education nor its affiliated institutions monitor or has control over the content of third parties’ statements or Web sites. Accordingly, Vanta Education does not endorse, confirm or adopt these Web sites or any information contained therein, including, without limitation, analyst’s reports and stock quotes in any way relating to Vanta Education, its affiliated institutions, any third party or otherwise. Neither Vanta Education nor its affiliated institutions makes any representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party Web sites or other third-party information that is identified on the Sites. Users visit these Web sites and use the information contained therein at their own risk.

 

  1. MODIFICATIONS AND REVISIONS
    • Vanta Education reserves the right to change or modify any of the terms and conditions contained in these Terms of Use or any Additional Terms of the Sites, at any time and in its sole discretion. If Vanta Education changes or modifies these Terms of Use, it will indicate at the top of this page the date these Terms of Use were last revised. Any changes or modifications will be effective immediately upon posting of the revisions, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of any of the Sites or the Services will constitute and confirm your agreement to and acceptance of such changes or modifications. It is your responsibility to regularly check this Site to determine if there have been changes to these Terms of Use and to review such changes. If you do not agree to the amended terms, you must stop using the Sites and the Services.
    • You acknowledge and agree that Vanta Education may revise the form, appearance, content and nature of the Sites and Services from time to time in its sole discretion and without prior notice to you, and Vanta Education may add new features and change any part of the Sites and Services at any time without prior notice to you.

 

  1. DISCLAIMER
    • The materials appearing on the Sites or in connection with the Services could include technical, typographical, or photographic errors. We do not warrant that any of the materials published or displayed on the Sites or in connection with the Services are accurate, complete, or current. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VANTA EDUCATION, THE SITES, THE SITE MATERIALS CONTAINED THEREIN, THE SERVICES AND ALL SITE MATERIALS AND USER CONTENT (THE “CONTENT”) MADE AVAILABLE ON, CONTAINED IN, OR ACCESSED THROUGH THE SITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VANTA EDUCATION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT AS TO THE INFORMATION, CONTENT AND MATERIALS IN THE SITES. NEITHER VANTA EDUCATION NOR ITS AFFILIATED INSTITUTIONS REPRESENTS OR WARRANTS THAT THE CONTENT ON THE SITES OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. VANTA EDUCATION AND ITS AFFILIATED INSTITUTIONS DO NOT REPRESENT OR WARRANT THAT THE SITES OR THEIR HOST SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER VANTA EDUCATION NOR ANY OF ITS AFFILIATED INSTITUTIONS IS RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR IMAGERY. WHILE VANTA EDUCATION ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITES AND THE SERVICES SAFE, THEY CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
    • Vanta Education reserves the right to change or delete any and all Site Materials or User Content contained in the Sites and any Services offered through the Sites at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Vanta Education or its affiliated institutions.

 

  1. LIMITATION OF LIABILITY
    • IN NO EVENT SHALL VANTA EDUCATION, ANY OF ITS AFFILIATED INSTITUTIONS, OR THEIR DIRECTORS, AFFILIATES, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES, THE SERVICES, THE INTERACTIVE AREAS, OR THE SITE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY CONTENT OBTAINED FROM VANTA EDUCATION OR ITS AFFILIATED INSTITUTIONS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VANTA EDUCATION’S OR ANY OF ITS AFFILIATED’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VANTA EDUCATION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO VANTA EDUCATION FOR ACCESS TO OR USE OF THE SITES. IF YOU ARE A STUDENT AT A VANTA EDUCATION INSTITUTION, YOU ACKNOWLEDGE THAT NO PORTION OF YOUR TUITION SHALL BE CONSIDERED COMPENSATION PAID FOR ACCESS TO OR USE OF THOSE SITES ACCESSIBLE TO STUDENTS AS PART OF THEIR PROGRAM OR COURSE OF STUDY. HOWEVER, IF YOU PAY ELECTRONIC COURSE MATERIAL FEES TO A VANTA EDUCATION INSTITUTION, A PORTION OF SUCH FEES MAY BE CONSIDERED COMPENSATION FOR YOUR USE OF SUCH SITES.

 

  1. INDEMNIFICATION
    • You agree to hold harmless and indemnify Vanta Education and its affiliated institutions, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to (a) your breach of these Terms, (b) your violation of applicable laws, rules or regulations in connection with the Sites and Services, or (c) your User Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such case, Vanta Education will provide you with written notice of such claim, suit or action; Vanta Education will provide you the opportunity to control the defense and/or settlement of such claim, suit or action; and Vanta Education will provide you reasonable assistance in such defense or settlement, upon reasonable request.

 

  1. DISPUTE RESOLUTION AND ARBITRATION
    • Generally. In the interest of resolving disputes between you and Vanta Education in the most expedient and cost effective manner, you and Vanta Education agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You understand and agree that, by entering into these terms, you and Vanta Education are each waiving the right to a trial by jury or to participate in a class action.
    • Exceptions. Despite the provisions of Section 18.1, both you and Vanta Education agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    • Arbitrator. Any arbitration between you and Vanta Education will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Vanta Education.
    • Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if Vanta Education does not have a physical address on file for you, by electronic mail (“Notice”). Vanta Education’s address for Notice is: 4025 S. Riverpoint Parkway, CF-K301, Phoenix, AZ 85040, United States of America. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). Vanta Education agrees to use good faith efforts to resolve the claim directly, but if Vanta Education does not reach an agreement to do so within 30 days after the Notice is received, you or Vanta Education may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Vanta Education must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Vanta Education will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Vanta Education in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
    • Fees. If you commence arbitration in accordance with these Terms, Vanta Education will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Unless you and Vanta Education agree otherwise, any arbitration hearing will take place at a location to be agreed upon in Maricopa County, USA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Vanta Education for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    • No Class Actions. You and Vanta Education agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Vanta Education agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    • Enforceability. If any of the Sub-sections of Section 19 is found to be unenforceable or the entirety of Section 19 will be null and void, the parties agree that the exclusive jurisdiction and venue described in Section 20 will govern any action arising out of or related to these Terms.

 

  1. JURISDICTIONAL ISSUES
    • These Terms and your use of the Sites and the Services (except as otherwise may be provided with respect to Third Parties Sites and Services as identified in Section 9) shall be governed by and construed in accordance with the laws of the State of Arizona, USA, applicable to agreements made and to be entirely performed within the State of Arizona, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in Maricopa County, Arizona and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.
    • Those who choose to access the Sites do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules and regulations. Vanta Education may limit the availability of the Sites and Services, in whole or in part, to any person, geographic area or jurisdiction it chooses, at any time and in its sole discretion, with or no reason.

 

  1. GENERAL LEGAL TERMS
    • These Terms constitute the whole legal agreement between you and Vanta Education and govern your use of the Sites and Services, but excluding any services which Vanta Education may provide to you under a separate written agreement, and completely replace any prior agreements between you and Vanta Education in relation to the Sites and Services.
    • There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
    • If Vanta Education provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
    • You agree that if Vanta Education does not exercise or enforce any legal right or remedy which is contained in the Terms, or which Vanta Education has the benefit of under any applicable law, this will not be deemed a waiver of any such rights or remedies, and that those rights or remedies will still be available to Vanta Education.
    • Vanta Education shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
    • Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Vanta Education may assign the entirety of its rights and obligations under these Terms, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment attempted to be made in violation of these Terms will be void.

 

QUESTIONS & CONTACT INFORMATION

Questions or comments about the Sites and the Services may be directed to Vanta Education, Inc. using the Contact Us link on the Site.