Terms and Conditions – UNIRANKS Platform Users

Welcome to UNIRANKS! Prior to utilizing the UNIRANKS Platform (referred to as the "Platform"), including the UNIRANKS website found at www.UNIRANKS.com and all related web properties and links operated by UNIRANKS (collectively, the "Website"), we kindly request that you carefully review and comprehend these terms and conditions (referred to as the "Terms and Conditions") and the privacy policy accessible via the following link Privacy Policy (referred to as the "Privacy Policy").

These Terms and Conditions are applicable to your use of the UNIRANKS Platform, whether you are acting on your own behalf or representing an entity, school, or organization (referred to collectively as "you" or "the User"). By accessing the UNIRANKS Platform, clicking the "Accept" button, or by signing any order form or agreement that integrates these Terms and Conditions by reference, you explicitly acknowledge that you are entering into a legally binding agreement with UNIRANKS Inc. ("UNIRANKS," "we," "us," or "our"). This agreement (referred to as the "Agreement") obligates you, whether individually or on behalf of the entity, school, or organization you represent, to adhere to and comply with these Terms and Conditions, including any pertinent provisions for users (as defined herein), Recruitment Partner/Counsellor Services Agreement (as defined herein), UNIRANKS Partner Agreement (as defined herein), or any other agreement between you and UNIRANKS, regardless of whether such agreements are verbal or written. Additionally, this Agreement encompasses the Privacy Policy and all other documents referenced herein. These terms may be updated periodically. Should you disagree with these Terms and Conditions or any other referenced agreements or documents, it is imperative that you discontinue your access and use of the UNIRANKS Platform immediately.

In the event of a conflict between these Terms and Conditions and any Recruitment Partner/Counsellor Services Agreement or UNIRANKS Partner Agreement, the terms of the Recruitment Partner/Counsellor Services Agreement or UNIRANKS Partner Agreement shall take precedence to the extent of any such conflict. In cases where a conflict arises between these Terms and Conditions and any other agreement or understanding between you and us, these Terms and Conditions shall prevail to the extent of such conflict.

By agreeing to this Agreement, you affirm that you have attained the legal age of majority in your jurisdiction, possess the legal capacity to assume binding obligations and attest that all information you provide to us is accurate, current, complete, and truthful. If you are utilizing the UNIRANKS Platform on behalf of another person or entity, you confirm that you possess the necessary authority to bind that person or entity to these Terms and Conditions.

If you have any inquiries or concerns regarding the terms outlined in this Agreement, please do not hesitate to contact us at This email address is being protected from spambots. You need JavaScript enabled to view it..

1. Definitions

In these Terms and Conditions:

• "Access Information" refers to the information as defined in Section 4.
• "Agreement" means the agreement referred to in the initial paragraph of these Terms and Conditions.
• "Applicable Law" encompasses any domestic or foreign law, regulation, order, directive, or legal requirement, including but not limited to laws, statutes, rules, regulations, ordinances, policies, treaties, or judgments, issued by any Governmental or Regulatory Authority, that is relevant during the term of this Agreement and pertains to or seeks to govern or regulate individuals (including the Parties), property, transactions, activities, events, or other matters.
• "Application" denotes a formal request submitted by a Student to a UNIRANKS Partner or other School, which contains the necessary supporting information and documentation as mandated by the UNIRANKS Partner or other School.
• "UNIRANKS Parties" refers to the entities defined in Section 18.
• "UNIRANKS Partner" signifies any School, company, organization, association, or individual that has entered into an agreement with UNIRANKS to utilize or promote the UNIRANKS Platform or enable their employees or students to do so.
• "UNIRANKS Partner Agreement" designates the executed agreement between a UNIRANKS Partner and UNIRANKS, which includes terms and conditions, schedules, or exhibits, where UNIRANKS commits to providing international student recruitment services to the UNIRANKS Partner.
• "UNIRANKS Platform" encompasses UNIRANKS’s Website and the UNIRANKS Student recruitment platform, along with all associated Services accessible by users (comprising Recruitment Partners, Counsellors, UNIRANKS Partners, Students, Third-Party Providers, or other individuals). The platform is designed to streamline the process of searching for study-abroad opportunities, submitting Applications, and gaining acceptance by connecting international students, Recruitment Partners, Counsellors, and UNIRANKS Partners.
• "Claim" is as defined in Section 18.
• "Confidential Information" includes any information deemed confidential or proprietary by UNIRANKS. This includes but is not limited to, information about the UNIRANKS Platform, business plans, strategies, designs, prototypes, data, programs, methods, inventions, licenses, techniques, services, software, financial information, marketing information, intellectual property, business opportunities, research and development, client and user data, and information pertaining to the UNIRANKS Website and web platform.
• "Content" encompasses all information, materials, or other content available on or provided through the UNIRANKS Platform. This includes any designs, graphics, media, software, systems, processes, artwork, videos, music, sounds, names, words, titles, phrases, logos, trademarks, service marks, and trade names displayed on the UNIRANKS Platform.
• "Counsellor" refers to an individual who assists prospective students with their international School Applications and immigration matters (as applicable in their country). They provide advice, support, and logistical assistance to students planning to study abroad. Before collaborating with us, Counsellors are required to sign a Recruitment Partner/Counsellor Services Agreement.
• "De-identified Data" is defined in Section 7.
• "Educational Records" is defined in Section 21.
• "Feedback" is as defined in Section 11.
• "Governmental or Regulatory Authority" denotes any governmental or regulatory entity, including but not limited to national, provincial, territorial, state, county, municipal, quasi-governmental, or self-regulatory departments, agencies, commissions, boards, tribunals, bureaus, officials, courts, or other entities vested with or claiming jurisdiction over UNIRANKS, you, or any other individuals, property, transactions, activities, events, or matters related to this Agreement.
• "Party" signifies each of UNIRANKS and you, while "Parties" denotes UNIRANKS and you collectively.
• "Personal Information" is information that, either alone or in conjunction with other information, can be used to identify an individual.
• "Privacy Policy" refers to the policy as defined in Section 6.
• "Program" covers any study program, language program, summer camp, or similar offering, including academic programs and pathway programs, made available by a School or Third-Party Provider.
• "Recruitment Partner" designates an individual working at a business that aids prospective students with their international School Applications and immigration matters (as applicable in their country). They offer guidance, support, and logistical assistance to students seeking to study abroad. Prior to engaging with us, Recruitment Partners must execute a Recruitment Partner/Counsellor Services Agreement.
• "Recruitment Partner/Counsellor Services Agreement" signifies the executed agreement, encompassing terms and conditions, between a Recruitment Partner or Counsellor and UNIRANKS. This agreement includes any associated terms, conditions, schedules, or exhibits and outlines the services the Recruitment Partner or Counsellor will provide for UNIRANKS and the UNIRANKS Partners.
• "School" refers to any educational institution.
• "Services" include all web-based applications, tools, functionality, platforms, or other offerings that we provide to you through the UNIRANKS Platform, either directly or through contractual agreements. These services are developed, operated, and maintained by us and can be accessed via http://uniranks.com or other designated URLs. Additionally, the term encompasses any ancillary products and services provided by us.
• "Student" signifies an individual using the UNIRANKS Platform, either directly for research and application purposes or through representation by a Recruitment Partner or Counsellor when submitting Applications.
• "Submission" is as defined in Section 12.
• "Terms and Conditions" refers to the terms outlined in the initial paragraph herein.
• "Third-Party Provider" denotes a company contracted by a School to provide language and, in some cases, other educational modules.
• "Third-Party Content" is as defined in Section 17.
• "User" or "user" designates anyone using the UNIRANKS Platform, including but not limited to employees, representatives, consultants, contractors, or agents authorized by you to use the UNIRANKS Platform for your benefit.
• "You" or "your" refers to the individual or entity accessing the UNIRANKS Platform and/or receiving the Services.

These definitions are intended to clarify and provide a comprehensive understanding of the terms used throughout these Terms and Conditions.

2. Application of these Terms and Conditions

These Terms and Conditions govern your access to and utilization of the UNIRANKS Platform, along with the Services provided through it. Subject to your adherence to these Terms and Conditions, we will make reasonable efforts to ensure the availability of the UNIRANKS Platform in accordance with any accompanying documentation or guidelines we furnish.

Kindly take note that while these Terms and Conditions are applicable to all UNIRANKS Platform users, Section 21 is specifically directed at Student users, Section 22 pertains to Recruitment Partners or Counsellor users, and Section 23 applies exclusively to UNIRANKS Partner users.

3. Changes to these Terms and Conditions and the UNIRANKS Platform

Unless prohibited by Applicable Law, we retain the right to revise these Terms and Conditions at any time by publishing a new version on the UNIRANKS Platform. It is your responsibility to monitor the UNIRANKS Platform for such changes and review them. Your continued access to or utilization of the UNIRANKS Platform following any alterations to these Terms and Conditions signifies your acceptance of these changes. Similarly, we reserve the right to modify, suspend, or terminate the UNIRANKS Platform's operation at any time, including the availability of Content, without prior notice, for reasons such as scheduled maintenance, violations of these Terms and Conditions, or addressing emergency security concerns.

4. Registration and Account Information

To access or use the UNIRANKS Platform, you may need to register for a user account on the UNIRANKS Platform or be granted an access key, or you may be authorized by the UNIRANKS Platform under a mutually agreed-upon written agreement. You commit to providing precise, current, and comprehensive information during registration and to update your information as required. We maintain the right to suspend or terminate your account, access, or authorization if we have reasonable grounds to believe that your information is inaccurate, outdated, or incomplete. Additionally, we may, at our discretion, accept or decline your registration, access request, or authorization for the UNIRANKS Platform and suspend or terminate your account for any valid reason. You are responsible for safeguarding the confidentiality of your password, account, and access key (referred to as "Access Information"), and we shall not be liable for any actions taken by any other individual or entity using your Access Information.

5. License to Use the UNIRANKS Platform

Subject to all terms and conditions within the Agreement and any restrictions within the Content, we hereby grant you a personal, non-exclusive, revocable, non-transferable license to access the UNIRANKS Platform solely for the purpose of accessing the Services and Content available to you.

6. Your Data

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

UNIRANKS reserves the right to disclose Personal Information whenever necessary to comply with Applicable Law, legal processes, or the requirements of a Governmental or Regulatory Authority.

When you share information with UNIRANKS:

• UNIRANKS may collect your information through various means depending on your use of UNIRANKS's Platform and Services.
• Whenever UNIRANKS requests to collect, use, disclose, store, or delete your Personal Information, UNIRANKS will provide an explanation for the necessity of the information and seek your consent before proceeding. The purposes for collecting your Personal Information are detailed in this Agreement and UNIRANKS's Privacy Policy.
• When UNIRANKS obtains information about you from a third party, UNIRANKS relies on that third party to provide you with clear notice of how your data will be used by UNIRANKS and to obtain all necessary consents and permissions prior to collecting and sharing your information with UNIRANKS.

Regarding specific cases:

• If you are a visitor to UNIRANKS's Platform and provide consent, UNIRANKS may request to collect cookies and metadata for analytical, third-party tracking, and account management purposes.
• If you are a Student using UNIRANKS's Platform to process an Application and provide consent, UNIRANKS may request additional Personal Information to process your Application, including but not limited to name information, contact details, citizenship, gender, date of birth, address, marital status, emergency contact information, financial information, educational qualifications, employment details, transcript, test scores, passport information, visa application details, financial and medical information.
• If you are a Recruitment Partner, School member, or UNIRANKS Partner using the UNIRANKS Platform and/or Services to manage Students and Student Applications and provide consent, UNIRANKS may request additional Personal Information for research, analytics, and account management purposes.

7. De-Identified Data

UNIRANKS may utilize your data, as well as data related to your use of the UNIRANKS Platform, in aggregated form, which does not identify you ("De-Identified Data"). This usage is subject to UNIRANKS's Privacy Policy and is done for UNIRANKS's business needs, including enhancing and improving the UNIRANKS Platform, conducting analytics, and marketing the UNIRANKS Platform to third parties. UNIRANKS will retain all intellectual property rights in the results of its use of such De-Identified Data.

8. Your Representations and Warranties

You confirm, represent, and warrant that:

• You will not allow anyone other than yourself or your authorized representative to access the UNIRANKS Platform using your UNIRANKS account or Access Information.
• Your use of the UNIRANKS Platform will strictly adhere to this Agreement and all Applicable Laws.
• You will comply with all relevant intellectual property laws when using the UNIRANKS Platform and will not infringe upon, violate, or misappropriate the intellectual property rights of any third party.
• The data you provide is accurate, up-to-date, current, and complete. If it becomes inaccurate, you will promptly update your data on the UNIRANKS Platform.
• You will be solely responsible for all activities conducted on the UNIRANKS Platform by you or your representatives.
• You will not use the UNIRANKS Platform to offer commercial services to or for the benefit of any third party.
• You possess the right and authority to enter into this Agreement, grant the rights and licenses stipulated herein, use the UNIRANKS Platform, and post/upload Content to the UNIRANKS Platform or provide such Content and your data to us.
• You hold all necessary legal rights to use the UNIRANKS Platform, including the right to access Content and provide your data.
• You are not listed on any Governmental or Regulatory Authority lists of prohibited or restricted parties.
• You agree to secure all required authorizations from third parties

9. Restrictions and Limitations on Your Use of the UNIRANKS Platform

Usage Policies

The UNIRANKS Platform is subject to usage policies provided by us from time to time, including electronic notifications posted on the UNIRANKS Platform. These policies may include restrictions on data storage space, as well as equipment and software requirements. It is your sole responsibility to comply with these policies.

Equipment

You are solely responsible for selecting, implementing, installing, maintaining, and ensuring the performance of all equipment, software, and services used in conjunction with the UNIRANKS Platform, except for our computer systems and networks. This includes your choice and utilization of your Internet Service Provider.

Data Integrity and Back-up

You acknowledge and agree that we cannot guarantee data integrity, and it is entirely your responsibility to create backups of any data you use in conjunction with the UNIRANKS Platform.

Not for Time-Sensitive Applications

The UNIRANKS Platform is not designed or licensed for use in inherently dangerous, time-sensitive, or mission-critical situations.

Restrictions on Your Use of the UNIRANKS Platform

You shall not, and shall not authorize, permit, or in any way allow others to:

• Copy, modify, enhance, reverse engineer, disassemble, translate, decrypt, or attempt to reverse compile the UNIRANKS Platform or any part thereof.
• Distribute, license, sublicense, lease, rent, transfer, sell, or provide access to the UNIRANKS Platform, in whole or in part, to any third party.
• Remove or obscure any proprietary rights notice on the Content, including copyright notices.
• Disable, impair, or interfere with our servers or networks.
• Attempt unauthorized access to any part of the UNIRANKS Platform.
• Share, transfer, or provide access to your Access Information to another person (except for organizations where personnel use your Access Information on your behalf).
• Use the UNIRANKS Platform to create a similar or competitive product or service.
• Use the UNIRANKS Platform in a manner inconsistent with its intended use parameters.
• Attempt to hack the UNIRANKS Platform, intercept communications, or defeat encryption or other technical protection methods.
• Collect information about UNIRANKS Platform users through monitoring, intercepting, or using software or methods for the same.
• Upload or transmit any data, information, Content, or materials that violate applicable laws or infringe upon the rights of third parties.
• Use any type of malicious code, virus, or other instructions designed to gain unauthorized access or compromise the UNIRANKS Platform.
• Overload the UNIRANKS Platform or its resources.
• Use data mining, robots, or similar methods to gather or extract data from the UNIRANKS Platform.
• Deep-link to any part of the UNIRANKS Platform.
• Modify or compromise any Content or features within the UNIRANKS Platform.
• Create derivative works based on the UNIRANKS Platform or Content.

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

Right to Edit and Remove Your Data

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

Suspension or Termination

We may impose limitations on the UNIRANKS Platform, terminate or restrict your access without liability. We will make reasonable efforts to provide advance notice of such changes or limitations where feasible. However, you acknowledge that such notice may not be feasible in all cases, and we will not be liable for failure to provide notice.

We reserve the right to revoke your access if your use poses a threat to us or any third party's systems, networks, files, or data, or if it breaches this Agreement.

Investigations

We have the right to investigate suspected violations of this Agreement or review Your Data to confirm compliance. You agree to cooperate with us and provide information upon request to aid in investigations by us or any Governmental or Regulatory Authority regarding breaches of this Agreement or Applicable Law.

11. Your Responsibilities

When using the UNIRANKS Platform, you agree to:

• Promptly notify us of any illegal or unauthorized activity or security breaches involving your account.
• Take reasonable measures to prevent unauthorized access to the UNIRANKS Platform.
• Comply with all Applicable Laws and regulations.
• Report errors, problems, or difficulties with the UNIRANKS Platform and provide requested information to assist in resolving issues (referred to as "Feedback"). We may use this Feedback to improve the UNIRANKS Platform.

12. Submissions Regarding the Functionality of the UNIRANKS Platform

Any suggestions, bug reports, or other communications regarding the UNIRANKS Platform's functionality (each, a "Submission") that you send to us are non-confidential and may be used by us or third parties without compensation or liability for any purpose. You grant us and our affiliates a license to use Submissions for improving and developing the UNIRANKS Platform.

13. Confidential Information

• You must keep all Content and information provided by us confidential, except as required by law.
• You acknowledge that you may be exposed to Confidential Information.
• You agree to maintain Confidential Information in strict confidence, not disclose it to third parties, and use it only as required to receive the Services with our consent.
• We will use reasonable efforts to safeguard your data while it's in our control.
• The non-disclosure obligations don't apply to publicly available information, information lawfully obtained from third parties, information already known without confidentiality obligations, or independently developed information.
• You'll return Confidential Information upon request or upon termination.
• Damages may not suffice as a remedy for breach of confidentiality; we may seek injunction relief.

14. Intellectual Property

Ownership and License

This agreement grants you access to and use of the UNIRANKS Platform, but it does not provide you with a software license. The UNIRANKS Platform and its Content are owned by us or our third-party licensors, and all rights, titles, and interests remain with them. These are protected by Canadian, U.S., and international copyright and trademark laws, as well as other intellectual property laws and treaties that may apply. Under this Agreement, you do not acquire any intellectual property or proprietary rights, including patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or not, related to the UNIRANKS Platform. All rights not explicitly granted in this Agreement are reserved for us and our third-party licensors.

Rights Reserved

We expressly retain all rights in the UNIRANKS Platform, including the Content, not specifically granted to you. You acknowledge that all rights and interests in the UNIRANKS Platform, including the Content and any derivative works, as well as intellectual property rights, remain with us (or our third-party suppliers, if applicable).

Usage Restrictions

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the UNIRANKS Platform or its Services, whether in whole or in part, unless expressly authorized in writing by us.

Submissions

You may provide Submissions regarding the UNIRANKS Platform's functionality or Services in accordance with Section 12 - Submissions. You acknowledge that all such Submissions, comments, and suggestions are non-confidential, and we have the right to use and incorporate them into the UNIRANKS Platform or the Services without compensation or attribution to you.

15. Term and Termination

Commencement and Termination

The term of these Terms and Conditions begins when you either accept these Terms and Conditions or first access or use the UNIRANKS Platform, and it continues until terminated by either party as per these Terms and Conditions. We reserve the right to terminate these Terms and Conditions at any time for convenience by providing written notice to you.

16. Effect of Termination or Expiry

Ceasing Use

Upon termination or expiry of this Agreement for any reason, whether initiated by you or us, you must discontinue all use of the UNIRANKS Platform. Termination or expiry does not affect your obligation to pay accrued fees or outstanding payments before the termination date. Both parties' accrued rights and remedies remain unaffected by termination. Provisions expressly stating their continuity or those naturally surviving termination, including this Section 16, shall endure.

17. Disclaimers

Disclaimer of Implied Warranties

The UNIRANKS Platform is provided "as is," "where is," and "as available," with all faults and without any warranties, representations, or conditions, whether written or oral. We disclaim all express, implied, collateral, or statutory warranties, including implied warranties of merchantability, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, currency, timeliness, quality, integration, or fitness for a particular purpose. We do not guarantee uninterrupted or error-free operation of the offering. We do not represent the likelihood of success for any application or outcome resulting from the use of the UNIRANKS Platform.

Your Reliance on Content

We have no special relationship or fiduciary duty to you, and we do not control or have any obligation to act regarding the actions or omissions of users of the UNIRANKS Platform, including how users interpret or use Content obtained through the UNIRANKS Platform. The UNIRANKS Platform may contain Third Party Content, and we are not responsible for it. You are responsible for reviewing and relying on Third Party Content with care. We provide links to third-party websites for your convenience, but we do not endorse the information, products, or services on those websites and do not guarantee their quality, accuracy, reliability, completeness, currency, non-infringement, merchantability, or fitness for any purpose. We assume no responsibility for errors, omissions, accuracy, compliance, copyright compliance, legality, decency, or other aspects of Content provided through the UNIRANKS Platform. We will not be liable for any loss or damage resulting from your reliance on Content obtained through the UNIRANKS Platform, including Third Party Linked Sites.

Service Providers

While we make reasonable efforts to ensure that our agreements with service providers protect your data, we disclaim liability for any actions or omissions of third parties regarding such servers and the data stored on them. You release us from all liability for government or third-party actions related to such information, data, or servers, and you are responsible for backing up and retaining copies of such information and data.

Unauthorized Use of Access Information

We are not responsible or liable for any third-party use (authorized or unauthorized) of the UNIRANKS Platform through your Access Information. You accept all responsibility for such use and its consequences.

Use for Time-Sensitive Matters

We are not liable for claims or damages arising from the use of the UNIRANKS Platform for time-sensitive matters.

Availability of the UNIRANKS Platform

We are not liable for timeliness or continuous availability of the UNIRANKS Platform.

Applicable Law

Some jurisdictions may not allow the exclusion of certain warranties or liability, so limitations or exclusions in this Agreement may not apply to you.

Viruses

Downloading and viewing Content is at your own risk, and we do not guarantee that the UNIRANKS Platform or Content is compatible with your computer system or free of viruses, worms, trojan horses, or other malicious code. You are responsible for securing your computer system.

Communications Not Confidential or Secure

We do not guarantee the confidentiality of any communications made through the UNIRANKS Platform, the Internet, or the telephone. While we adhere to industry practices for data transmission security, we cannot ensure the security of data transmitted over the internet or public networks in connection with your use of the UNIRANKS Platform.

18. Your Indemnification Obligations

Defend and Indemnify

You commit to defending and indemnifying us, our affiliates, successors, assignees, and their respective directors, officers, shareholders, employees, and agents (collectively referred to as the "UNIRANKS Parties") against any and all losses, costs, damages, expenses, fines, fees, penalties, interest, and liabilities (including reasonable legal fees and court costs) (referred to as "Claims") that the UNIRANKS Parties may incur due to or related to the following:

(i) Your use of the UNIRANKS Platform in violation of these Terms and Conditions or any other relevant documentation or guidelines provided by us. (ii) Any reliance on Content obtained through the UNIRANKS Platform by you. (iii) Your breach of these Terms and Conditions. (iv) Your or any third party's unauthorized access to the UNIRANKS Platform using your Access Information, resulting in the infringement, violation, or misappropriation of the intellectual property or other rights of any third party. (v) Any data, information, documents, or materials that you provide to us, including instances where you fail to obtain all necessary consents or permissions (including those concerning Personal Information) required for us to offer the UNIRANKS Platform to you.

In the event of any Claims, we will make good faith efforts to promptly inform you of such Claims and provide reasonable assistance. We retain the right to participate in the defense of any Claim with legal counsel of our choosing. Moreover, you may not enter into any settlement related to such Claim without our prior written consent, especially if it affects our rights.

19. Limitation of Liability

Maximum Liability

To the fullest extent permitted by applicable law, under no circumstances will we be held 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. This includes, but is not limited to, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties, or other liabilities. This holds true regardless of whether we were advised of the possibility of such damages, and such damages may arise from or be related to the UNIRANKS Platform or these Terms and Conditions. In cases where the foregoing limitation is not allowed under applicable law, our total aggregate liability associated with or under these Terms and Conditions, or your use or inability to use the UNIRANKS Platform, will not exceed $100 CAD. It's important to note that the existence of one or more Claims under these Terms and Conditions will not increase this maximum liability amount.

However, this Agreement does not restrict our liability in cases of fraud, personal injury, or death, to the extent that such incidents are found to result from our gross negligence or willful misconduct. The limitations outlined in this Section are intended to allocate risk between the Parties and will remain in effect even if any limited remedy specified in this Agreement is deemed to have failed its essential purpose.

Jurisdiction-Specific Provisions

Some jurisdictions may not permit the exclusion or limitation of liability for incidental or consequential damages. Therefore, the above-mentioned limitations or exclusions may not be applicable to you.

20. General

Construction and Interpretation

The rights and remedies of the Parties under this Agreement are cumulative unless otherwise specified herein. The terms "include" and "including" indicate "include without limitation" and "including without limitation," respectively. Section headings in this Agreement are for reference purposes only and do not affect its substance. Any rule of construction stating that ambiguity in this Agreement must be resolved against the drafting party will not apply to the interpretation of this Agreement.

Independent Service Providers

We both act as independent service providers under this Agreement. Nothing in this Agreement implies a joint venture, partnership, principal-agent, or employer-employee relationship between you and us. You may not act or claim to act as our legal agent, nor can you enter into agreements on our behalf or bind us in any way without our express written authorization.

Force Majeure

Neither Party will be liable for delays caused by events beyond its reasonable control, such as acts of God, pandemic-related delays, and outcomes. However, this provision does not excuse non-payment of amounts due under this Agreement.

Survival

Rights and obligations that have accrued under these Terms and Conditions will remain in effect even after these Terms and Conditions have expired or been terminated, without prejudice. Provisions related to ownership, confidentiality, warranties, indemnities, and limitations of liability, among others, will continue to apply.

Assignment

You may not assign these Terms and Conditions to a third party without our prior written consent. We have the right to assign these Terms and Conditions or any rights under them to a third party without requiring your consent. Any assignment that violates this section will be invalid. These Terms and Conditions are binding on permitted assignees.

Notices

Any required or allowed notices, reports, or other communications under this Agreement must be in writing, including email. Such communications are considered received when:

(i) Delivered by hand. (ii) Five business days after being sent by registered mail. (iii) Delivered by courier, as confirmed by the courier receipt. (iv) Successfully confirmed as received via facsimile. (v) Sent by email, as confirmed upon delivery receipt by the sender.

Non-Waiver

No waiver by either Party of any default, breach, omission, or non-compliance of the other Party under these Terms and Conditions is valid unless in writing and signed by the waiving Party. Our failure to enforce any of these Terms and Conditions or any Applicable Law does not constitute a waiver of our right to enforce such provisions in the future.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable for any reason, that provision will be separated from this Agreement. In such cases, this Agreement will be construed as if the invalidated provision had never been included.

Governing Law

These Terms and Conditions are governed by the laws of Ontario and applicable federal laws of the United States of America. Any disputes arising from or related to these Terms and Conditions will be exclusively resolved in the jurisdiction and venue of the courts in the State of Delaware.

Entire Agreement/Modification

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings concerning the subject matter herein. However, the precedence language on the first page of these Terms and Conditions or any other agreement with us will take precedence over these Terms and Conditions.

Electronic Agreement

By clicking the "I AGREE" button (or equivalent buttons or links indicating your acceptance of this Agreement or agreement to use the UNIRANKS Platform), you are entering into a legally binding contract. You agree to electronic communication for contract formation, order placement, and record creation. You also waive any rights or requirements under Applicable Laws that necessitate non-electronic signatures or records, to the extent permitted by law.

English Language

This Agreement and related documents are drafted in English. Les parties conviennent que cette convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

21. Special Provisions for Student Users

Student User Commitments and Assurances

This section applies exclusively to you if you are a Student user of the UNIRANKS Platform. You make the following commitments, representations, and warranties:

• You agree to adhere to any policies and procedures set forth by UNIRANKS Partners that pertain to your Application.
• You confirm that the information you provide is accurate, up-to-date, and complete. If it becomes inaccurate, you agree to promptly notify us or update it on the UNIRANKS Platform.
• If you engage a Recruitment Partner or Counsellor to submit your data on your behalf for UNIRANKS Platform use, you assert that such partner has legitimate access to your Educational Records and complies with applicable regulations, especially in the U.S., under 34 F.R. 99.31(a)(1)(B).
• You will not seek immigration or visa-related advice from a Recruitment Partner or Counsellor without first confirming their compliance with Applicable Law in your target country. If required, you will verify that they are registered pursuant to such Applicable Law.
• You will not pay unauthorized Recruitment Partners or Counsellors any fees or compensation for immigration or visa-related advice unless they have assured you of their qualification under Applicable Law.
• You possess all necessary legal rights to use the UNIRANKS Platform in both your current jurisdiction and the jurisdiction where the UNIRANKS Partner you are submitting an Application to is located. This includes the right to access Content, make Applications, and provide Your Data.
• You are not situated in a country subject to government or regulatory authority embargoes or sanctions that prohibit you from becoming a Student at the UNIRANKS Partners to which you are applying.

Usage Limitations and Restrictions - Access to UNIRANKS Partner Programs

You acknowledge that only specific UNIRANKS Partners have agreements with us that enable you to submit Applications to them through the UNIRANKS Platform. Not all educational study Programs offered by UNIRANKS Partners may be accessible to you through the UNIRANKS Platform.

When using the UNIRANKS Platform, your data, inputs, interactions, and additional supporting information, including anonymized historical data, may be analyzed to tailor the service, application process, and recommendations, aiming to optimize success for students and other third-party partners.

Disclaimers

Third-Party Control We have no control over UNIRANKS Partners or other entities that grant visas, admissions, permits, or authorizations related to your Application(s). You recognize that the outcome of your Application(s) is solely determined by these third parties, not us. Therefore, you release us from any liability concerning your Application(s). UNIRANKS explicitly disclaims any representations regarding the likelihood of success or acceptance by any third party or UNIRANKS Partner.

Application Rejections We hold no responsibility for your Application(s), errors in your data, or your inability to gain admission to your chosen Program(s) or UNIRANKS Partner(s).

Issues with UNIRANKS Partners All matters related to your Application(s), Program(s), and your compliance with UNIRANKS Partner policies are solely between you and the relevant UNIRANKS Partner. We bear no responsibility or liability for such matters.

Inability to Enter a Country You are solely responsible for meeting any entry requirements for admission into the country where your Program is located, in compliance with Applicable Law and governmental or regulatory authority requirements.

Fees, Payments, and Taxes

Fees You must pay all applicable fees associated with the UNIRANKS Platform, as specified in our standard price list, as provided on the UNIRANKS Platform or otherwise communicated to you. We may require an Application processing deposit based on factors such as your country of application and the likelihood of visa approvals by governmental or regulatory authorities. Information regarding the Application processing deposit and applicable countries can be found on the UNIRANKS Platform and may be subject to change by us. Situations where this deposit is refundable and non-refundable are outlined on the UNIRANKS Platform, including scenarios like failure to provide necessary documents, visa application rejection, or application cancellation before an admission decision.

Certain fees charged by us under this Agreement are determined by UNIRANKS Partners or other third parties. We have no control over these fees but remit them directly to the respective UNIRANKS Partner or third party. Payment obligations for these fees are non-cancellable and non-refundable. We reserve the right to adjust such fees with reasonable notice, typically by updating our standard price list on the UNIRANKS Platform. Your continued use of the UNIRANKS Platform after fee changes constitutes acceptance.

Fee Payment If you pay fees using a credit card, you authorize us or our third-party payment processors to automatically charge all incurred fees. If your credit card is declined, you are responsible for any associated fees and charges. This does not affect our right to pursue legal or equitable remedies for collecting overdue amounts or enforcing this Agreement, and you are responsible for paying all reasonable fees and costs, including legal fees, incurred by us in such cases. We may also withhold processing of any Application until full fee payment is received.

Interest on Late Payments In addition to other available rights and remedies, we may charge interest on outstanding amounts at 1.5% per month or the maximum rate allowed by Applicable Law, starting from the payment due date.

Taxes You are responsible for and must pay all taxes related to this Agreement, excluding taxes based on our net income. Unless stated otherwise, all amounts due under this Agreement are exclusive of any government tax, duty, levy, or similar charges, which may be assessed by any jurisdiction. If you are required to withhold taxes from payments, your payment amount will be automatically increased to offset the tax so that the remitted amount matches the amount due. You must promptly provide us with official tax payment receipts to the relevant taxing authority.

Direct-Student Referral Information

When providing information requested in the 'Direct-Student Referral' form for your referral to use the UNIRANKS Platform by a UNIRANKS employee, you guarantee that all information you provide to us is truthful, accurate, current, and complete.

22. Special Provisions for Recruitment Partner or Counsellor Users

This Section 22 applies exclusively to users who are Recruitment Partners or Counsellors. As a Recruitment Partner or Counsellor user, you agree to abide by and adhere to all other terms and conditions applicable to you, whether through a formal agreement or by using the UNIRANKS Platform. This includes the terms and conditions of your Recruitment Partner/Counsellor Services Agreement, ApplyProof Terms and Conditions (if applicable), and ApplyBoost product Terms and Conditions (if applicable).

Similar analysis and data processing as described earlier may be performed when you use the UNIRANKS Platform to optimize services, applications, and recommendations for students and third-party partners.

23. Special Provisions for UNIRANKS Partner Users

This Section 23 is intended for users who are UNIRANKS Partners. As a UNIRANKS Partner user, you agree to abide by and adhere to all other terms and conditions applicable to you, whether through a formal agreement or by using the UNIRANKS Platform. This includes the terms and conditions outlined in your UNIRANKS Partner Agreement and, where applicable, the AB Solutions Terms of Service for subscribers to AB Solutions.

24. Contact Information

For any inquiries regarding this Agreement, or for questions, complaints, claims, or legal concerns related to UNIRANKS or its business, please contact us at:

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Address: USA, New York 1330 Avenue of the Americas, 23rd Floor New York, NY 10019 Phone: +1 212 653 0628