This Enrollment Services Program Supplement (“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. EAB Ownership of Certain Materials
The definition of Materials as set forth in the Master Agreement shall also include the components displayed by EAB on behalf of Organization (except the O-P Data therein) on any Platform (as defined below), including without limitation, (i) taxonomy, graphics, icons, logos, buttons and aggregated data compilations; (ii) any photographs, 360 degree panoramas, videos and other media specific to Organization edited by EAB whether or not such original media was created by EAB or supplied by Organization (“Edited Media”); (iii) log files, event data, GPS data, cookies, clear gifs, scripts and other technologies used by EAB in the course of providing the Services and any related data collected, (iv) any and all software used to provide virtual experiences on any Platform, (v) any and all Cappex Inquiries and Cappex Candidates, and (vi) any trademarks, logos and service marks of EAB displayed on any Platform. Organization may not modify, decipher, decompile, disassemble, reverse engineer, distribute, transmit, republish, display or perform any of the Materials (i) except as expressly authorized in the Agreement, or (ii) without EAB’s prior written consent. EAB may use any ideas, concepts, know-how or techniques regarding improvements or additions to the Services provided by Organization. For purposes of this Supplement, “Platform” shall mean any site to which the Services are posted, including (i) www.eab.com; (ii) www.youvisit.com; (iii) www.cappex.com or www.collegegreenlight.com; (iv) Organization’s website, mobile applications and/or online services; (v) any website or mobile applications hosted by EAB on behalf of Organization; and (vi) any EAB partner or affiliate website.
(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 Organization an institutional service or function for which Organization would otherwise use its employees, (ii) that Organization will retain control over all education records provided to EAB, and (iii) that 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.
To the extent not prohibited by law, 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 the 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 the 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 the Agreement is no longer feasible, the parties will promptly negotiate in good faith an amendment to the Agreement to comply with such change and to preserve, as nearly as practicable, the payment provisions and other economic benefits and terms of the Agreement. Organization and EAB agree that Organization is solely responsible for making final decisions about enrollments and enrollment targets for all campaigns.
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 Organization approval, accreditation, or authorization 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., copy of an email 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, including the use of the Cappex Inquiries and Cappex Candidates, and its compliance with applicable laws, rules and regulations; (b) the content of any mailings to a prospective student or his/her families for completeness and accuracy.
Organization agrees to carry out, or cause to be carried out, the processing and awarding of all aspects of the financial aid process in compliance with federal regulations. Organization will exercise complete control of all aspects associated with the awarding of financial aid, including budget and disbursement schedules. It is understood and agreed that the Agreement does not render EAB as a “Third Party Servicer” as that term is defined at 34 C.F.R. § 668.2 and EAB is not subject to the requirements of 34 C.F.R. § 668.23 or 34. C.F.R. § 668.25. Organization shall not report or characterize EAB to the U.S. Department of Education or any regulatory agency as such, and EAB shall not undertake any work pursuant to the Agreement inconsistent with this section.
d. Cappex Inquiries and Cappex Candidates
Subject to the execution of an applicable Order Form, EAB may license to Organization lead information concerning individuals who meet the criteria specified in the applicable Order Form (“Cappex Inquiries” or “Cappex Candidates”, as applicable) solely in connection with and for the purpose of outreach and recruitment services related to Organization’s academic programs and offerings as may be further described in the Order Form, and in compliance with applicable law (the “Purpose”). Organization may not, directly or indirectly, rent, license, sell, or otherwise transfer Cappex Inquiries or Cappex Candidates provided by EAB to other third-party advertisers or lead aggregators, provided however, that Organization may share Cappex Inquiries information with its operational service providers who are engaged to assist Organization in carrying out the Purpose.
EAB reserves the right to modify or revise this Supplement at any time, and shall post such modified or revised terms at http://eab.com/terms/ES.
Sections (b) through (f) of this Supplement, and any provision of the Agreement that by its nature should survive, shall survive the expiration or termination of the Agreement.
g. Virtual Tours
The Agency Program Supplement to Master Agreement available at http://eab.com/terms/agency and incorporated herein by reference is applicable to any Order Form that includes YouVisit and/or Virtual Tour services.
Version 5 (Updated 9/21/2020)