This Enrollment Services Program Supplement, applicable to any Enrollment Services program, supplements and amends the Master Agreement as set forth herein. Capitalized terms not otherwise defined herein will have the meanings given to them in the Master Agreement.
a. Organization-Provided Data
Organization acknowledges and agrees that EAB exercises no control whatsoever over the content of such data or other content or information that Organization or an End User so supplies to be used in connection with the Services, as well as any copyrights, trademarks, service marks, data, and other intellectual property Organization may provide to EAB in order to allow EAB to provide the Services to Organization under the terms of this Agreement and any Enrollment Addenda (such data or other content or information, collectively, “Organization-Provided Data” or “O-P Data”). EAB makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of such Organization Data or any products or services referenced thereby. Unless otherwise specifically set forth in the Order Form or required in order to provide the Services, Organization acknowledges and agrees that EAB will have no obligation to archive or back up Organization Data, nor will EAB have any liability for any loss or corruption of Organization Data, nor will EAB have any obligation under the Agreement to retain any Organization Data, after the expiration or termination of the term of the Agreement.
(a) Subject to subsection (b), and to the extent that EAB receives from Organization or otherwise has access to, on behalf of Organization, personally identifiable information from a student education record (collectively, Student Records), EAB agrees to maintain such Student Records in accordance with the requirements of the Family Educational Rights and Privacy Act, 20 USC § 1232g, and its implementing regulations, 34 CFR pt. 99, as each may be amended from time to time (collectively FERPA). (b) Organization agrees (i) that EAB is performing for the Organization an institutional service or function for which the Organization would otherwise use its employees, (ii) that the Organization will retain control over all education records provided to EAB, and (iii) that the Organization is responsible for complying with FERPA, including with respect to the annual notification requirement (34 C.F.R. § 99.7) and with respect to providing Student Records to EAB.
Organization will indemnify, defend and hold harmless EAB and its Personnel from any and all third party claims, liabilities, and expenses arising from Organization’s breach of its obligations under this Section 23(b).
c. Compliance with Laws
EAB represents, warrants and covenants that the compensation of its employees, subcontractors or other persons who perform any student recruitment activities for Organization (if any) under this Agreement or any Order Form is and will be in material compliance with Section 487(a)(20) of the HEA (20 U.S.C. § 1094(a)(20)), or any successor provision, and the regulations promulgated thereunder by the U.S. Department of Education (currently located at 34 C.F.R. § 668.14(b)(22)), (the “Incentive Compensation Rules”), to the extent applicable. In the event the Incentive Compensation Rules change during the term of this Agreement or the Department of Education revises or issues official guidance concerning such regulations such that, in either case, the calculation and payment of fees as structured under this Agreement is no longer feasible, the parties will promptly negotiate in good faith an amendment to this Agreement to comply with such change and to preserve, as nearly as practicable, the payment provisions and other economic benefits and terms of this Agreement. The Organization and EAB agree that the Organization is solely responsible for making final decisions about enrollments and enrollment targets for all programs.
Organization shall be responsible for obtaining and maintaining eligibility for student financial aid under Title IV of the HEA and the rules and regulations thereunder, for obtaining and maintaining all necessary state authorizations and approvals, and for maintaining all institutional and programmatic accreditations necessary to offer its programs. Organization shall promptly notify EAB in writing and provide EAB with copies of key communications from any accreditor or regulatory body in the event it is notified that any of the Organization’s approvals, accreditations, or authorizations is, or is threatened to be, materially modified, suspended or terminated.
To the extent the Services include marketing activities, EAB shall send to Organization for its review and approval a proof of the final template for each communication (e.g., emails and/or direct mail) prior to distribution of such communication. If Organization discovers any problems after issuing its approval, Organization will immediately notify EAB and instruct EAB on all necessary corrections. If there are any subsequent changes in the marketing communications or campaign details, Organization will review again according to the above procedure. Organization shall review all marketing materials created by EAB for Organization to ensure that all such marketing materials are accurate, complete and in compliance with all applicable laws, rules and regulations, including, but not limited to, adherence with the U.S. Department of Education’s misrepresentation regulations provided at 34 C.F.R. 668, Subpart F, any applicable Federal Trade Commission laws, regulations, or guidelines and all other consumer marketing laws and regulations. Organization will be solely responsible for: (a) the design of any marketing program created as part of the Services and its compliance with applicable laws, rule and regulations; and (b) the content of any mailings to a prospective student or his/her families for completeness and accuracy.
EAB reserves the right to modify or revise these Terms at any time, and shall post such modified or revised Terms at http://eab.com/terms/ES.
Sections (b) through (e) of these Supplemental Terms, and any provision of the Agreement that by its nature should survive, shall survive the expiration or termination of the Agreement.
Version 2 (Updated 9/4/2019)