ABN Global platform users

هذه الشروط والأحكام ("الشروط والأحكام") ، بما في ذلك سياسة الخصوصية والمستندات الأخرى المشار إليها في هذه الشروط والأحكام ("الاتفاقية") ، هي اتفاقية قانونية بينك (يشار إليها فيما بعد باسم "أنت" أو "الخاص بك" ) و ABN GLOBAL. ، مع احترام استخدامك للخدمات كما هو موضح هنا.

By agreeing to the terms and conditions and privacy policy when signing up for services provided by ABN Global and using the services provided you are agreeing to be bound by the terms of services, under which you, on your own behalf or on behalf of the entity, School or organization that you represent, agree to be bound by, and comply with, these Terms and Conditions, including, but not limited to, as applicable to the user (as defined herein), any Recruitment Partner/Counsellor Services Agreement (as defined herein), ABN Global Partner Agreement  (as defined herein), or other agreement between you and us, whether verbal or in writing, as well as the Privacy Policy and other documents referenced herein (collectively, the “Agreement”), as may be updated from time to time. If you do not agree to be bound by these Terms and Conditions, or other referenced agreements or documentation, you must cease to access or use the ABN Global platform.

 In the event of a conflict between these Terms and Conditions and any other agreement or understanding between you and us, these Terms and Conditions shall take precedence to the extent of any conflict.

By agreeing to this Agreement, you represent that you have reached the age of majority in your jurisdiction, you have the capacity to enter into binding obligations, and all information you supply to us is true, accurate, current, and complete. If you are using the ABN Global platform on behalf of another person or entity, you represent that you have the authority to bind such person or entity to these Terms and Conditions.

1. Definitions

In these Terms and Conditions:

• “Access Information” has the meaning set out in Section 4.
• “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
• “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
• “Application” means a formal request from a Student to an ABN Global partner, or other School, they want to attend, which provides supporting information and documentation as required by the ABN Global Partner or other School.
• “ABN Global Parties” has the meaning set out in Section 18.
• “ABN Global Partner” means any School, company, organization, association, or individual that has entered into an agreement with ABN Global to use or promote the ABN Global Platform, or to enable their employees or students to use or promote the ABN Global Platform.
• “ABN Global Partner Agreement” means the executed agreement between an ABN Global Partner and ABN Global, including any terms and conditions, schedules, or exhibits attached thereto, whereby ABN Global will provide international-student recruitment services to the ABN Global Partner.
• “ABN Global Platform” means ABN Global’s Website and the ABN Global Student recruitment platform, including all Services provided therefrom, accessible by you (being a Recruitment Partner, Counsellor, ABN Global Partner, Student, Third-Party Provider, or another user) designed to simplify the study-abroad search, Application and acceptance process by connecting international students, Recruitment Partners, Counsellors, and ABN Global Partners.
• “Claim” has the meaning set out in Section 18.
• “Confidential Information” means information considered confidential or proprietary by ABN Global, including the ABN Global Platform, its business plan and strategy, any design, prototype, a compilation of information, data, program, method, invention, license, technique or process, information relating to any ABN Global service, ABN Global’s software, ABN Global Website, and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
• “Content” means all information, material or other content contained on or provided through the ABN Global Platform that ABN Global makes available to you, including, without limitation, all designs, graphics, pictures, illustrations, software, systems, processes, artwork, videos, music, sounds, names, words, titles, phrases, logos, trademarks, service marks and trade names displayed on the ABN Global Platform.
• “Counsellor” means an individual that helps prospective students with their international School Applications and immigration (depending on their country) and is not part of a business. They provide advice, support, and logistics for students seeking to study abroad. Before engaging with us, they must sign a Recruitment Partner/Counsellor Services Agreement.
• “De-identified Data” has the meaning set out in Section 7.
• “Educational Records” has the meaning set out in Section 20.
• “Feedback” has the meaning set out in Section 11.
• “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over ABN Global, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
• “Party” means each of ABN Global and you, and “Parties” means ABN Global and you collectively.
• “Personal Information” means information that can be used, on its own or in combination with other information to identify an individual.
• “Privacy Policy” has the meaning set out in Section 6.
• “Program” means any study program, language program, summer camp, or any similar offering, including, but not limited to, an academic program or a program specifically designed to transition international students (sometimes referred to as a pathway program) made available by a School or Third-Party Provider.
• “Recruitment Partner” means a person who works at a business that helps prospective students with their international School Applications and immigration (depending on their country). They provide advice, support, and logistics for students seeking to study abroad. Before engaging with us, they must sign a Recruitment Partner/Counsellor Services Agreement.
• “Recruitment Partner/Counsellor Services Agreement” means the executed agreement, including terms and conditions, between a Recruitment Partner or Counsellor and ABN Global, including any terms and conditions, schedules, or exhibits attached thereto, whereby the Recruitment Partner or Counsellor will provide international-student recruitment services for ABN Global and the ABN Global Partners.
• “School” means any institution which educates attendees.
• “Services” means all of our web-based applications, tools, functionality, and/or platforms or any other offering that we make available to you via the ABN Global Platform or that you have subscribed to by way of contractual agreement with us, and are developed, operated, and maintained by us, accessible via http://abnglobal.com or another designated URL, and any ancillary products and services that we provide to you.
• “Student” means a person searching for additional educational opportunities using the ABN Global Platform directly to research and apply, or represented by a Recruitment Partner or Counsellor using the ABN Global Platform to submit Applications.
• “Submission” has the meaning set out in Section 12.
• “Terms and Conditions” has the meaning set out in the first paragraph herein.
• “Third-Party Provider” means a company contracted by a School to provide language and sometimes other educational modules.
• “Third-Party Content” has the meaning set out in Section 17.
• “User” or “user” means the user of the ABN Global Platform, including, but not limited to, all employees, representatives, consultants, contractors, or agents who are authorized by you to use the ABN Global Platform for your benefit.
• “You” or “your” means the person or entity accessing the ABN Global Platform and/or receiving the Services.

2. Application of T&C

These Terms and Conditions apply to your access to and use of the ABN Global platform and the Services offered through the ABN Global platform. Subject to your compliance with these Terms and Conditions, we will use commercially reasonable efforts to make the ABN Global Platform available for your use in accordance with any documentation or guidelines we make available to you. 

Please note that while these Terms and Conditions apply to all users of the ABN Global Platform, Section 20 applies specifically to Student users, Section 21 applies specifically to Recruitment Partner or Counsellor users and Section 22 applies specifically to ABN Global Partner users.

3. Changes to T&C and the ABN Global Platform

Except where prohibited by Applicable Law, we may update these Terms and Conditions at any time by posting a new version to the ABN Global Platform. You are responsible for monitoring the ABN Global Platform for any such changes and for reviewing such changes. Your continued access to or use of the ABN Global Platform after any changes to these Terms and Conditions indicates your acceptance of such changes. Similarly, we reserve the right to change, suspend or terminate the ABN Global Platform at any time, including the availability of any Content, without notice, including (i) for scheduled maintenance; (ii) if you violate any provision of these Terms and Conditions; or (iii) to address any emergency security concerns.

4. Registration & Account Information

To access or use the ABN Global Platform, you may either be required to register for a user account using the ABN Global Platform or be provided with an access key or be authorized by the ABN Global Platform in a customized way as set out in a mutual written agreement.  You agree to provide accurate, current and complete information in such registration and to update your information as necessary.  We reserve the right to suspend or terminate your account or access or authorization if we have reason to believe your information is inaccurate, outdated or incomplete and may, in our sole discretion, accept or reject your registration, request to access, or authorization for the ABN Global Platform, and suspend or terminate your account for any reason. You are responsible for maintaining the confidentiality of your password, account and access key, as applicable (“Access Information”), and we are not responsible for any actions taken by any other person or entity using your Access Information.

5. License to Use

Subject to all terms and conditions in the Agreement and any restrictions contained in the Content, we hereby grant to you a personal, non-exclusive, revocable, non-transferable license to access the ABN Global Platform solely for the purposes of accessing or using the Services and Content available to you.

6. Your Data

By visiting or using ABN Global’s Platform or Services, you understand that your data may be collected for various purposes and you understand that any information you share with ABN Global will be processed in accordance with ABN Global’s Privacy Policy.

ABN Global reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process, or requirements of a Governmental or Regulatory Authority.

7. De-Identified Data

ABN Global may also use itself or provide to third parties, your data, and any data regarding your use of the ABN Global Platform, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to ABN Global’s Privacy Policy, for ABN Global’s business uses, including for the purposes of enhancing and fixing the ABN Global Platform, performing analytics, and marketing the ABN Global Platform to third parties. ABN Global will own any and all intellectual property rights in the output of ABN Global’s use of any such De-identified Data.

8. Your Representations & Warranties

You covenant, represent and warrant that:

• you will not permit anyone other than yourself or your authorized designate to obtain access to the ABN Global Platform through your ABN Global account or otherwise using your Access Information;
• you will only use the ABN Global Platform in accordance with this Agreement and all Applicable Laws;
• you will comply with all applicable intellectual property laws in your use of the ABN Global Platform and not infringe, violate or misappropriate the intellectual property rights of any third party;
• your data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify us or update your data on the ABN Global Platform;
• you will be solely responsible for all activities with respect to the ABN Global Platform undertaken by you or your designates;
• you will not use the ABN Global Platform to provide commercial services to, or for the benefit of, any third party;
• you have the right and the authority to enter into this Agreement, to grant the rights and licenses referred to in this Agreement, to use the ABN Global Platform, and to post or upload any Content to the ABN Global Platform or otherwise provide such Content and your data to us;
• you have all legal rights necessary to use the ABN Global Platform, including, but not limited to, the right to access the Content and provide your data;
• you are not listed on any Governmental or Regulatory Authority lists of prohibited or restricted parties;
• you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the ABN Global Platform;
• you will ensure that your use of the ABN Global Platform does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including ABN Global and other users of the ABN Global Platform (including by ensuring that you do not upload any viruses or other harmful code in using the ABN Global Platform or by placing an undue burden upon the CPUs, servers or other resources used to provide the ABN Global Platform);
• you will not in any way use the ABN Global Platform to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
• you will not interfere with or in any manner compromise any of our security measures;
• you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the ABN Global Platform, including, the forms, Content delivery and display functionality of the ABN Global Website;
• you will cooperate with us and provide information requested by us to assist us and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
• you will comply with the terms and conditions of any agreements entered into between you and any third party (including the ABN Global Partners, the service providers for any Internet services you use in conjunction with the ABN Global Platform, and the hardware providers for any mobile device or other computing equipment through which you use the ABN Global Platform), and to the extent that such agreements impose additional restrictions respecting your use of the ABN Global Platform (whether by reason of usage limitations or otherwise), you will use the ABN Global Platform in compliance with such restrictions.

9. Restrictions and Limitations on Your Use of the ABN Global Platform

Usage Policies

• The ABN Global Platform will be subject to the usage policies as provided to you by us from time to time, including in electronic form by posting on the ABN Global Platform. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.

Equipment

• You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the ABN Global Platform (except for our computer systems and networks), including your choice and use of your Internet Service Provider.

Data Integrity and Back-up

• You acknowledge and agree that we cannot guarantee data integrity, and that it is solely your responsibility to back-up any of your data that you use in conjunction with the ABN Global Platform.

Not for Time Sensitive Applications

• The ABN Global Platform is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.

Restrictions on Your use of the ABN Global Platform

• You will not, and will not authorize, permit or otherwise acquiesce anyone else to:
  • copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the ABN Global Platform, or any part thereof;
  • distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the ABN Global Platform, in whole or in part, to any third party on a temporary or permanent basis;
  • remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
  • disable, overly burden, impair, or otherwise interfere with our servers or networks;
  • attempt to gain unauthorized access to any component of the ABN Global Platform; 
  • share, transfer or otherwise provide access to your Access Information to another person (other than, in the case where you are an organization, personnel using your Access Information on your behalf); 
  • use the ABN Global Platform in connection with building a similar or competitive product or service; 
  • use the ABN Global Platform in any way inconsistent with the use parameters for the ABN Global Platform;
  • “frame”, “mirror” or otherwise incorporate any part of the ABN Global Platform or the Content;
  • attempt to hack the ABN Global Platform or any communication initiated by or made through the ABN Global Platform or to defeat or overcome any encryption or other technical protection methods implemented with respect to the ABN Global Platform, data or Content or programming transmitted, processed or stored by ABN Global or other users of the ABN Global Platform;
  • collect any information or communication about the users of the ABN Global Platform, by monitoring, interdicting or intercepting any process of or communication initiated by the ABN Global Platform or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
  • upload or otherwise communicate on the ABN Global Platform any data, information, Content or other materials that: (a) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (b) you do not have the lawful right to upload, transfer or otherwise communicate; (c) is false, intentionally misleading, or impersonates any other person; (d) is bullying, harassing, abusive, or otherwise offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (e) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; or (f) encourages any conduct that may violate any Applicable Laws or would give rise to civil or criminal liability.  
  • use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the ABN Global Platform or any computer system or that are designed to monitor, distort, delete, damage or disassemble the ABN Global Platform or its ability to communicate and perform the Services; 
  • take any action that may impose, in our discretion, an unreasonable or disproportionately large load on the ABN Global Platform (including the CPUs, servers and other resources used to provide the ABN Global Platform);
  • use any data mining, robots or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the ABN Global Platform or any part thereof, or otherwise attempt to discover any source code; 
  • deep-link to any portion of the ABN Global Platform for any purpose; 
  • remove, deface, cover or otherwise obscure any watermarks, labels or other legal or proprietary notices included in the ABN Global Platform or the Content; 
  • attempt to modify, alter, delete or in any manner compromise any Content or features accessible through the ABN Global Platform, including, the forms, Content delivery and display functionality of the ABN Global Platform;
  • create derivative works based on the ABN Global Platform or the Content, in whole or in part;  
  • use the ABN Global Platform to commit or attempt to commit a crime or facilitate the commission of any crime (including money laundering) or other illegal or tortious acts, or any fraudulent activities or deceptive impersonation, or in a manner that violates the rights (including intellectual property rights) of any third party;
  • upload to or transmit through the ABN Global Platform any Content or submission that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by us in our sole discretion; or
  • attempt to interfere with, circumvent, disable, defeat or in any manner compromise any of our security features or components, including those that protect the ABN Global Platform, the Content, the programming or the communications transmitted, processed or stored by us or other users of the ABN Global Platform.

10. Right to Edit and Remove Your Data; Suspension or Termination; Investigations

Right to Edit and Remove Your Data

• Notwithstanding anything to the contrary herein, we reserve the right to review your data stored in files or programs on our servers to verify your compliance with this Agreement. We have the right to edit or remove any of your data that, in our sole discretion, we believe may be unlawful, obscene, abusive, or otherwise objectionable.

Suspension or Termination

• We may impose limits on the ABN Global Platform or terminate or restrict your access to parts or all of the ABN Global Platform without liability. Where feasible, we will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that we will have no liability whatsoever for its failure to provide such notice to you.
• We reserve the right to revoke your access to the ABN Global Platform for any abusive conduct or fraudulent use of the ABN Global Platform and to cease the ABN Global Platform temporarily or permanently, if your use of the ABN Global Platform constitutes, in our sole discretion, a threat to us or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
• Without limiting other remedies, we may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide ABN Global Platform to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide; or (c) we believe that your actions may cause financial loss or legal liability for you, other users or us. The above-described actions are not our exclusive remedies and we may take any other legal, equitable or technical action it deems appropriate in the circumstances. We will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

Investigations

• We reserve the right to investigate suspected violations of this Agreement or review Your Data in order to verify your compliance with this Agreement.
• You agree to cooperate with us and provide information that we request in order to assist us and/or any Governmental or Regulatory Authority in any investigation or determination of whether there has been a breach of this Agreement or Applicable Law.
• You will cooperate with: (A) any Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) as a student user, ABN Global Partners investigating academic fraud or other misdemeanors, relating to your application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable us to enforce these Terms and Conditions.

11. Your Responsibilities

When using the ABN Global Platform, you agree that you will: (i) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account; (ii) use reasonable efforts to prevent unauthorized access to or use of the ABN Global Platform; and (iii) comply with all Applicable Laws and regulations, including all intellectual property, data, privacy and export control laws; and (iv) promptly notify us of any security breaches/incidents in institutional systems related directly or indirectly to the ABN Global Platform.

12. Submissions regarding the Functionality of the ABN Global Platform

Any suggestions, bug reports or other communications respecting the functionality of the ABN Global Platform that you transmit to us by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by us or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the ABN Global Platform or otherwise.

You hereby grant us, our affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the ABN Global Platform. This provision does not apply to Personal Information that is subject to our Privacy Policy.

13. Confidential Information

• You must keep all Content and other information provided by us, by way of the ABN Global Platform or otherwise, confidential, except to the extent required by law.
• You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.
• At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:
  • you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without our knowledge and prior express written consent;
  • you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with our knowledge and prior express written consent; and
  • you will advise us immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.
• Subject to our ability to disclose your data as permitted under this Agreement, we will use reasonable commercial endeavors to safeguard your data and keep it confidential, while your data is in our control, including implementing organizational and technical measures to protect your Personal Information. We may also retain and disclose your data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable us to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
• The non­disclosure obligations under this Agreement will not apply to information that a Party can establish:
  • is, or becomes, readily available to the public other than through a breach of this Agreement;
  • was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
  • was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
  • was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
• You will immediately return to us all Confidential Information which is in your possession or control upon the earlier of a request by us or the termination of this Agreement (whether voluntary or involuntary).
• Damages may not be an adequate remedy to compensate ABN Global for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, we will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.

14. Intellectual Property

This is an agreement for access to and use of the ABN Global Platform, and you are not granted a license to any software by this Agreement. The ABN Global Platform and the Content is owned by us or our third-party licensors, who retain all right, title and interest therein. The ABN Global Platform and the Content are protected by national and international copyright and trade-mark laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the ABN Global Platform. 

We expressly reserve all rights in the ABN Global Platform, including, without limitation, the Content, that are not specifically granted to you. You acknowledge that all right, title and interest in the ABN Global Platform, including, without limitation, the Content, all other derivative work thereof, and all intellectual property rights therein will remain with us (or our third-party suppliers, if applicable).

15. Term & Termination

The term of these Terms and Conditions will commence on the earlier of the date you: (1) accepted these Terms and Conditions; or (2) the date you first access or use the ABN Global Platform and will continue until terminated by either Party in accordance with these Terms and Conditions.  We may terminate these Terms and Conditions for convenience, at any time, by providing written notice to you.

16. Effect of Termination

Upon any termination or expiry of this Agreement for any reason (whether by you or by us), you must cease all use of the ABN Global Platform. Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry. The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party. Any provision of this Agreement that expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.

17. Indemnities

You agree to defend and indemnify us, our affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents (the “ABN Global Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the ABN Global Parties from or relating to: (i) your use of the ABN Global Platform contrary to these Terms and Conditions or any other related documentation or guidelines made available by us; (ii) any reliance on any Content obtained by you through the ABN Global Platform; (iii) your breach of these Terms and Conditions; (iv) the infringement, violation or misappropriation by you, or any third-party obtaining access to the ABN Global Platform through your Access Information, of any intellectual property or other right of any third person or entity; and (v) any data, information, documents or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make the ABN Global Platform available to you.

In the event of any Claims, we will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. We will have the right to participate in the defense of any Claim with legal counsel of our own choosing.  In addition, you will not enter into any settlement of any such Claim without our prior written consent, including if our rights would be impaired.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE ABN GLOBAL PLATFORM  OR THESE TERMS OF AND CONDITIONS.  

19. General

Construction and Interpretation

• Except as otherwise provided herein, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.

Independent Service Provider

• Our relationship with each other is that of independent service providers. Nothing contained herein will be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between you and us. Except as expressly authorized by ABN Global in writing, you will neither act nor purport to be acting as the legal agent of ABN Global, nor enter into any agreement on behalf of ABN Global or otherwise bind or purport to bind ABN Global in any manner whatsoever. 

Force Majeure

• Neither Party will be liable for delays caused by any event beyond its reasonable control, including acts of God, pandemic-related delays and/or outcomes, except non-payment of amounts due under this Agreement will not be excused by this provision.

Survival

• Rights and obligations which have accrued or arisen under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions without prejudice. All provisions of these Terms and Conditions which by their nature should survive in order to give effect to the Terms and Conditions, shall survive termination or expiration, including ownership, confidentiality covenants, warranties, indemnities and limitations of liability.

Assignment

• You may not assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent. Any assignment in violation of this Section will be void. These Terms and Conditions will be binding upon permitted assignees. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

Notices

• Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or ABN Global at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.

Non-Waiver

• No waiver by either Party of any default, breach, omission or non-compliance of the other Party under these Terms and Conditions will be effective unless in writing and signed by the waiving Party. Our non-enforcement of any of these Terms and Conditions or under any Applicable Law shall not constitute a waiver of any enforcement rights of the same or different nature at any time in the future.

Severability

• If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.

Governing Law

• These Terms and Conditions will be governed by the laws of Ontario and the applicable federal laws of Canada, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. All disputes arising out of or in connection with these Terms and Conditions shall be resolved exclusively in the jurisdiction and venue of the courts in Toronto, Ontario.

Entire Agreement/Modification

• This Agreement constitutes the entire agreement between the Parties and, subject to the precedence language on the first page of these Terms and Conditions or as otherwise set out in another agreement with us, supersedes all previous agreements and understandings relating to the subject matter hereof.

Electronic Agreement

• You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by us to show your acceptance of this Agreement and/or your agreement to use the ABN Global Platform), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the ABN Global Platform. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

English language

• It is the express will of the Parties that this Agreement and all related documents have been drawn up in English.

20. Student Users

• You covenant, represent and warrant that:
  • you will comply with any ABN Global Partner policies and procedures applicable to your Application;
  • your data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify us or update your data on the ABN Global Platform;
  • to the extent that you engaged a Recruitment Partner or Counsellor to provide your data on your behalf for the purposes of using the ABN Global Platform: (A) that the Recruitment Partner or Counsellor has a legitimate School in access to your educational records and information (the “Educational Records”); and (B) in the U.S., the Recruitment Partner or Counsellor may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B);
  • you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruitment Partner or Counsellor unless you have confirmed that the Recruitment Partner or Counsellor complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruitment Partner or Counsellor has a registration pursuant to such Applicable Law;
  • you will not pay a related fee or other consideration to any unauthorized Recruitment Partner or Counsellor for any immigration or visa-related advice unless they have confirmed to you that they are qualified under Applicable Law;
  • you have all legal rights necessary to use the ABN Global Platform, both in the jurisdiction in which you are located and, in the jurisdiction, where the ABN Global Partner you are submitting an application to is located, including the right to access the Content, and the right to make the Application and provide Your Data; and
  • you are not located in a country that is subject to a government or Regulatory Authority embargo or sanctions that would prevent you from becoming a Student at the ABN Global Partners you are submitting Applications to.

21. ABN Global Partner Users

This Section shall be applicable only to those users who are ABN Global Partners.

As an ABN Global Partner user, you agree to be bound by, and comply with, all other terms and conditions applicable to you, whether by formal agreement or use of the ABN Global Platform, including, but not limited to: 

• Your ABN Global Partner Agreement;
• Where you subscribe to AB Solutions, your AB Solutions Terms of Service.

22. Contact

Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to ABN Global or its business, should be directed to us at, [Insert address/contact information]