Unigo.com Web Site Terms and Conditions

The following terms and conditions (the "Terms and Conditions") govern your access to and use of the Web Site located at unigo.com (the "Site" or "Web Site"). The unigo.com Web Site is made available by UNIGO, LLC ("Unigo" or "Company" or "we" or "us"). The term "you" refers to anyone who uses or visits the Web Site in any capacity, including but not limited to a Member or Counselor as defined below or a user of the Web Site. These Terms and Conditions constitute a binding agreement between you and Unigo, and are deemed accepted by you each time that you use or access the Web Site. If you do not accept the Terms and Conditions stated herein, you should not visit or use the Site. We may change these Terms and Conditions from time to time, by posting such changes on the Site. You should visit this page periodically to review the most current Terms because they are binding on you. Anyone who violates these Terms and Conditions may have their access and use of the Web Site suspended or terminated at Unigo's discretion.

The term "Member" refers to an individual who is a registered user of this Web Site and seeks college admission, college information, and/or financial aid advice and related services. The term "Counselor" refers to an individual or a company who is a third-party contractor of Unigo providing college admission, college information and/or financial aid advice and related services.

The Web Site includes a variety of features and services, including allowing Members to connect with Counselors to obtain information or advice in connection with college admission, college information and/or financial aid advice and related services as set forth below.

The Web Site serves as a platform for enabling communication and connection between Members and/or Counselors. Counselors are not employees or agents of Unigo but are, like Members, simply users of the Web Site, and collectively, Member, Counselor and all visitors of the Web Site are bound by the Terms and Conditions and the Privacy Policy incorporated herein. Counselors shall not represent themselves as employees or agents of Unigo. You are solely responsible for all equipment and services necessary to access and use the Web Site.

The Private Chat Room area of the Web Site is for the benefit of Members who purchase services from Counselors. The Private Chat Room areas of the Web Site facilitate communication and the exchange and sharing of information between Members and Counselors once service has been purchased. Unigo does not take part in the interaction between Members and Counselors but reserves the right to monitor such exchanges and communications. Counselors are solely responsible for reporting and payment of all taxes associated with fees transferred by Unigo.

Unigo does not refer, endorse, recommend, verify, evaluate or guarantee any advice, information or other services provided by Counselor. Members should not consider anything to be a referral, endorsement, recommendation or guarantee by Unigo of the Counselors' advice, guidance, information or other services. Unigo does not guarantee the validity, accuracy, completeness, safety, legality, quality or applicability of the content on the Web Site and anything spoken or written by its Counselor, including any information contained in any Counselor listings or profiles. Unigo will not be liable for any damages sustained due to reliance by Members on information or advice provided by any Counselor. The advice, guidance, or information provided by the Counselors is for informational purposes only and cannot be considered a substitute for professional advice.

You do hereby represent, understand and expressly agree that Unigo does not have control over the accuracy, reliability, suitability, timeliness, quality, legality or any other aspect whatsoever of the services actually delivered by the Counselors, nor of the integrity, responsibility or any of the actions whatsoever of the Members. Unigo makes no representations and does not assume any responsibility about the suitability, reliability, timeliness, and accuracy of the services provided by Counselors through the Web Site whether in public, private or offline interactions. Unigo does not assume and expressly disclaims any liability that may result from the use of this information.

Unigo is not responsible for your conduct, whether online or offline. You do hereby expressly agree not to hold Unigo (or Unigo's officers, directors, managers, owners, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, or employees, hereinafter "Affiliates") liable for any instruction, advice or services delivered which originated through the Site and Unigo and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

You must be 13 years of age or older to visit or use the Web Site in any manner, and, if under the age of 18 or the age of majority (if older than 18) as that is defined in your jurisdiction, must use the Web Site under the supervision of a parent or legal guardian.

By visiting the Web Site and/or accepting these Terms and Conditions, you represent and warrant to Unigo that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms and Conditions or that you will use the Web Site only under the supervision of a parent or legal guardian. You also represent and warrant to Unigo that you will use the Web Site in a manner consistent with any and all applicable laws and regulations.

You must be 18 years of age or older to register for Membership at the Web Site. If you are under the age of 18 but have obtained permission from your parent or legal guardian, you may also register for Membership. If you are under 18 and interested in becoming a Unigo member but do not have permission from your parent or legal guardian, please contact Unigo by emailing contact@unigo.com, and writing "Permission" in the subject line to learn more about selected services which may be available to you.

Membership eligibility is determined solely in the discretion of Unigo. Unigo reserves the right to refuse membership to its Web Site.

By submitting the Member registration form, you represent, warrant and agree that the information furnished by you in the registration form is accurate, true and complete, and you will maintain and update such information during the term of these Terms and Conditions so that it will remain true, accurate, current and complete.

Members may seek the services of Counselors through the use of the Web Site and Counselors may submit proposals to Members regarding services to be provided. In the event that a Member engages a Counselor to provide services, any agreement is solely between the Member and the Counselor; Unigo is not a party to any such agreement. The Member and Counselor must directly resolve all issues concerning or arising from the services received by the Member or payment due to the Counselor. Unigo shall not be held responsible and expressly disclaims all liability for any claims, demands or damages arising out of or in any way connected with such issues.

If you are a California resident, you waive California Civil Code §1542, which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECT HIS SETTLEMENT WITH THE DEBTOR."

By using this Site, you do hereby represent, understand, and expressly agree to hold Unigo harmless for any claim or controversy that may arise from any disputes between you and/or any Members or Counselors. Unigo reserves the right, without any obligation, to monitor Counselor and Member profiles, actions, comments, and general usage of the Web Site by you and suspend privileges to you or any Member or Counselor not adhering to the policies of the Web Site. You agree to take reasonable precautions in all interactions with other users of the Site. By using this Web Site, you do hereby agree to report any alleged improprieties of any users therein to Unigo immediately by notifying Unigo of the same via electronic correspondence.

As between you and Unigo, and except for your Submitted Materials (as defined in Section 9 below), Unigo owns, solely and exclusively, all rights, title and interest in and to the Web Site, all the content (including, for example without limitation, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Web Site, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Web Site does not grant to you ownership of any content, code, data or materials you may access on the Web Site.

You may access and view the content on the Site on your computer or other internet compatible device, and make copies of the content on the Site for your personal and non-commercial use only.

Any commercial distribution, publishing or exploitation of the Site, or of any content, code, data or materials on the Site, is strictly prohibited unless you have received the express written prior permission of Unigo and the applicable rights holder. If you do make any such prohibited use of the Site, or the content, code, data or materials thereon, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

UNIGO, UNIGO and Design, and BYSTUDENTS are service marks of Unigo, LLC.

Any other trademarks, logos or service marks (collectively, the "Marks") displayed on this web site are owned by Unigo, LLC or a third party owner. Nothing contained in the Web Site should be construed as granting, by implication, estoppel or otherwise, any license or right in and to the Marks without the express written consent of Unigo or the respective trade/service mark owner. Your misuse of the Marks displayed on the Web Site is strictly prohibited.

In the course of your use of the Site, you may be asked to provide certain personalized information to us. Our information collection and use policies with respect to the privacy of such information are set forth in the Web Site's Privacy Policy, the terms of which are incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content provided by you. Unigo is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by you.

Any and all information, reviews, comments, communications, creative and academic works, demos, ideas, photographs, suggestions, concepts, depictions, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our Site or the message boards, chat rooms and/or blogs that may be available on or through the Site, the Private Chat Room or that which you send to us via e-mail) ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with these Terms and Conditions and the Site's Privacy Policy.

By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you and that no other party has any rights thereto, or that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Site, and that any "moral rights" in having the Submitted Materials edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you have been waived, and (ii) you grant us and our Affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it into other works in any form, media, or technology now known or later developed (including, without limitation, any web sites owned or operated by us). We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. In the event of any unauthorized use of any of your content or materials from our Site (including any of your Submitted Materials in which you own the copyright), you agree to cooperate with Company in enforcing such copyrights, at Company's expense, including, for example (without limitation) by joining Company in any legal action therefor.

Unigo does not evaluate, provide, produce or control any information provided by you, and/or communication, conversation or exchanges between you, and/or Members and Counselors, in any manner. Unigo does not make editorial or managerial decisions concerning content, nor will Unigo be held responsible for your failure to comply with laws or regulations concerning the contents posted on the Web Site. Unigo has no obligation to screen any contents, communications, or information in advance and is not responsible for screening or monitoring contents posted by you. However, Unigo may review and remove any contents on the Web Site that, in its sole judgment, violates these Terms and Conditions, violates applicable laws, rules or regulations, is abusive, disruptive, offensive, illegal, and/or engages in the Prohibited Conduct defined below.

Any of the following constitutes "Prohibited Conduct." You warrant and agree that, while accessing or using the Web Site, you shall not:

• impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Site or Company;
• insert your own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services;
• directly solicit any content or materials from the Site's users, or directly solicit or advertise to the Site's users for commercial purposes;
• directly solicit or communicate with Counselors outside the Web Site;
• obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site;
• engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;
• use the Site or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests;
• use the Site or its services in violation of Unigo's or any third party's intellectual property or other proprietary or legal rights;
• use the Site or its services in violation of any applicable law;
• attempt (or encourage or support any one else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or its services; or
• contact any Counselor providing any services to Members other than through the Private Chat Room area or contact any Members offline.

You alone are responsible for the content and consequences of any of your activities while you are visiting or using the Site.

The Site may include messaging services, chat services, bulletin boards, message boards, blogs and other similar forums and services. In addition to any other rules or regulations that we may post in connection with a particular feature or service, you agree not to:

• upload, post, transmit, distribute or otherwise publish to, on or through the Site, any materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
• violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right; or
• upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind.

It is important to remember that content submitted to a public forum or similar feature on the Site may be recorded and stored in multiple places, both on our Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. You should therefore be careful and selective about the information that you disclose about yourself and others in your comments to our public forums or other submissions to our Site, and in particular, you should not disclose any sensitive, proprietary or confidential information.

Unigo reserves the right, but does not have nor assume any obligation, to monitor and/or review any content or materials posted to the Web Site or through the Web Site's services or features, and Company is not responsible for any such materials, including but not limited to materials submitted or provided by you. However, Unigo reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Unigo's sole discretion are objectionable or in violation of these Terms and Conditions, Unigo's policies or applicable law.

You should monitor children's use of the Internet. This Web Site is intended for use by people at the age of 18 or over. To comply with the Children's Online Privacy Protection Act of 1998 (COPPA), Unigo will not knowingly collect any information from children under the age of 13. To become a Member, you must identify your age in the registration process. Unigo does not assume any responsibility for any misrepresentation regarding age and parental consent provided by you. Membership to the Web Site will be terminated immediately should Unigo determine that the any information provided by you is false or had been misrepresented in the sole discretion of Unigo.

You are not permitted to link directly to any image hosted on the Web Site or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another web site, unless expressly permitted by us in writing. You agree not to download or use images hosted on this Web Site on another web site, for any purpose, including, without limitation, posting such images on another site, unless expressly permitted by us in writing. You agree not to link from any other web site to this Web Site in any manner such that the Web Site, or any page of the Web Site, is "framed," surrounded or obfuscated by any third party content, materials, advertising or branding. We have the right to insist that any link to the Web Site be discontinued, and to revoke your right to link to the Web Site from any other web site at any time.

You agree to defend, indemnify and hold Unigo, and its Affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising from (i) your access to or use of the Site, (ii) your providing or receipt of services or your placement, submission or transmission of any message, content, information, software or other materials on, to or through the Site, or (iii) your breach or violation of the law or of these Terms and Conditions. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with any such defense.

You assume all risk when using the Web Site, including but not limited to all of the risks associated with any online or offline interactions with Member or Counselor. You agree to take all necessary precautions, when interacting with Members, Counselors, or other users of the Web Site. Unigo does not evaluate, provide, produce or control the advice or services provided by Counselor, or information or exchanges between you and/or any Members and/or Counselors, in any manner. Although Counselor listings or profiles may contain verified credentials, the verification services are provided by third parties and Unigo does not itself provide any advice or information, nor verify, guarantee or make any representations regarding the identity or qualifications of any Counselors.

You may be able to link from the Web Site to third party web sites and third party web sites may link to the Web Site ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided on Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such sites or the information, content, products, services, advertising, code or other materials presented thereon. Any reliance on a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting such reliance.

We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Company's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent: