DreamApply General Terms and Conditions
Definitions, Rights, Obligations and so on
Thank you for your interest in DreamApply! DreamApply is an integrated software solution for filing university applications by students and for the management of student applications, admissions and exchanges by universities operating in their professional activity. DreamApply is offered via the Software as a Service (SAAS) model where its content, features and functionality are hosted centrally and are typically accessible via the Internet using a web browser interface. DreamApply is owned and operated by Dream Group OÜ, a company registered in the Republic of Estonia.
If you do not agree to the terms and conditions herein, please do not use DreamApply.
1. KEY DEFINITIONS
1.1. Account – the central means of access to the non-public parts of DreamApply and for using the Services, which includes your personal profile and is used to identify you as well as to provide you with a set of administrative tools. Accounts created on behalf of Institutions are called “Member Accounts”.
1.2. Agreement – the legally binding contract between you and the Provider for using DreamApply and any Services, into which the General Terms have been incorporated by reference, inclusion or otherwise.
1.3. Applicant – a natural person applying to study at an Institution, using DreamApply.
1.4. DreamApply – an integrated software solution for filing university applications by students and for the management of student applications, admissions and exchanges by universities operating in their professional activity. DreamApply includes the DreamApply web site at dreamapply.com, its sub domains and domains with identical names under other top domains, as well as all web documents (including images, php- and html files), software, hardware, databases, interfaces, connected media, documentation, applications, updates, version upgrades, and other related components or materials that make up or contribute to the features and functionality of DreamApply, including any data, documents, works and other materials added by the Provider.
1.5. General Terms – all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time via DreamApply or otherwise made available to you on or through the Services, as well as any of their future modifications.
1.6. Institution – a university or other educational institution, who accepts applications from prospective students using DreamApply.
1.7. Member – a natural person who uses DreamApply and the Services in the name of the Institution, such as members of the personnel of the Institution.
1.8. party or parties – you or the Provider individually may also be called a “party” and both you and the Provider jointly may also be called “parties”.
1.9. Personal Data – information that specifically identifies a natural person, e.g. name, email address, mailing address, mobile phone number, and credit card or other billing information.
1.10. Provider or we – Dream Group OÜ, a limited liability company established in Estonia that owns and operates DreamApply and offers Services.
1.11. Services – any services provided or made available by the Provider via DreamApply or relating thereto;
1.12. Special Terms – any conditions which you and the Provider have negotiated separately at least in a format which can be reproduced in writing (e.g. e-mail, Skype etc) in order to complement, specify or deviate from the General Terms.
1.13. User Content – any data, documents, works and other materials added to the DreamApply by you, including your Personal Data.
1.14. you – Applicant, Institution, Member and/or other type of user of the DreamApply and/or the Services, as the context may require.
2. OBJECT OF THE AGREEMENT
2.1. The Provider’s mission is to provide a seamless application experience for Applicants, on the one hand, and increase the efficiency of the admissions procedure for Institutions, on the other hand, in order to facilitate life-long education and foster the availability and quality of higher education for all.
2.2. In order to fulfill that mission, the Provider has developed DreamApply, which enables a variety of high-quality Services for the education sector. The Provider makes the DreamApply and the relating Services available to you under the terms and conditions provided in the Agreement.
3. TERMS OF THE AGREEMENT
3.1. DreamApply and the Services are offered to you subject to your acceptance of the General Terms without modification (other than Special Terms). When accepted by you, the General Terms form an Agreement between you and the Provider. If you are entering into the General Terms on behalf of an entity, such as an Institution, you represent that you have the legal authority to bind that entity.
3.2. Acceptance of the General Terms occurs upon either (a) the start of using of the public parts of the DreamApply and Services, or (b) accessing the non-public parts of DreamApply and the Services by means of an Account, or (c) specific confirmation of your acceptance of the General Terms, whichever of those events occurs first.
3.3. If you are an Institution, then you will additionally need to negotiate with the Provider a set of Special Terms in order to agree upon the set-up and configuration of the DreamApply, pricing and payment conditions as well as any other specifics of using the DreamApply and Services. Such Special Terms are considered an inseparable part of the Agreement.
3.4. Both the General Terms and the Special Terms form the conditions of an Agreement between you and the Provider. In case of conflicts between the Special Terms and the General Terms, the Special Terms shall prevail.
4.1. The Provider strives to constantly innovate and make every reasonable effort to improve and enhance the technical structure, security, availability, content, features and functionality of DreamApply, to keep it up to date with the latest technologies and to introduce new Services to meet your needs.
4.2. The Provider wishes to offer you the best user experience with the DreamApply and the Services. For maximising your experience, please use the recommended technical requirements, components and settings for your device and system as provided in the DreamApply web site at www.dreamapply.com/technical-requirements/ (“Technical Specifications”). Please note that if you choose not to follow the Technical Specifications, you may lose some of the content, features and functionality of DreamApply and Services.
4.3. For these purposes, the Provider hereby reserves the right to modify the DreamApply and the Services from time to time. The Provider shall notify you of any material changes 30 (thirty) calendar days before the effective date of such change. If you do not accept the change, you should notify the Provider thereof before the end of the 30 (thirty) calendar days’ period, and your Agreement will terminate thereafter. Your continued use of DreamApply and the Services, or any part or element thereof, after the end of the 30 (thirty) calendar days’ period constitutes your binding acceptance of such changes.
5.1. In order to use the full content, features and functionality of the public and non-public parts of DreamApply and Services, you need to create an Account. Each Account is personalised to a specific individual and may not shared between multiple users. An Account is valid until the termination of the Agreement.
5.2. The access rights related to your Account will be determined based on which parts of the DreamApply and Services you wish to use. You might need to make a payment according to the applicable price list or price offer from the Provider before getting access to the respective parts of the DreamApply or Services.
5.3. You must properly safeguard the credentials (username, password, email address, security questions etc) to your Account and cover any damages that may be incurred due to the unauthorised disclosure, use and distribution of said credentials. If you are an Institution, then you have the same responsibility for all of your Member Accounts.
5.4. If you are an Institution, then the number and configuration of Member Accounts shall be agreed in Special Terms. As an Institution, you are responsible for the administration of the Member Accounts at your own responsibility and discretion.
5.5. You must immediately notify the Provider of (a) any abuse of your Account; (b) the loss of the credentials to your Account (username, password, email address, security questions etc); and (c) the unauthorised disclosure, use and distribution of said credentials by or to third parties.
5.6. If you are an Institution, then additionally you must immediately notify the Provider of a change in position, resignation or any other reason why a Member no longer has the right to use the DreamApply or the Services on behalf of the Institution. Upon such notification, the Provider shall renew the credentials to the respective Member Account, take other reasonable measures to protect the Member Account or delete it, if requested to do so by the Institution.
6. OWNERSHIP AND USE OF DREAMAPPLY AND SERVICES
6.1. DreamApply and Services, as well as any of its content, features and functionality, and any parts and elements thereof are or may be protected by copyright, trademark, design, patent, trade secret and other intellectual property or other proprietary rights (“IPR”) under applicable laws. All IPR and any other rights, title and interest in and to the DreamApply and the Services are owned by the Provider, its employees, its contractual partners and/or third parties. Your use of the DreamApply and the Services does not grant you any IPR or any other rights, title or interest therein or related thereto, except as expressly agreed otherwise in the Agreement.
6.2. You may use DreamApply and the Services only for the purposes of which they were created and to the extent they were legally made available to you. Upon prior consent from the Provider, you may get access to the Provider’s non-public application programming interface (“API”) to make DreamApply interoperable with your systems or those of third parties’ in order to facilitate the processing of User Content.
6.3. You may not copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of, reverse engineer, rent, sell for a fee or license to third parties or otherwise exploit the DreamApply or any parts or elements thereof, nor use the IPR or any other rights, title and interest therein and thereto, except as expressly agreed otherwise in the Agreement.
6.4. Any breach of this section “Ownership and use of DreamApply and Services” is considered a material breach of the Agreement.
7. OWNERSHIP AND USE OF USER CONTENT
7.1. User Content and any parts and elements thereof are or may be protected by IPR under applicable laws. You retain all IPR and any other rights, title and interest in and to your User Content. The Provider and other users may not use your User Content for any purposes other than those expressly agreed in the Agreement.
7.2. By submitting your User Content to Provider through the DreamApply or the Services, you grant the Provider a worldwide, non-exclusive, free of charge, sub-licensable, and transferable license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of and otherwise use your User Content for the following limited purposes:
7.2.1. to perform its rights and obligations under the Agreement, i.e. first and foremost provide you with the DreamApply and the Services (e.g. hosting User Content, offering customer support, conducting maintenance of the DreamApply, researching or diagnosing technical issues with the DreamApply, provisioning hardware resources etc). This license is valid until your User Content and its back-ups have been removed from the DreamApply;
7.2.2. to generate anonymous statistics concerning the use of the DreamApply and the Services and analysing and sharing such statistics for business development, marketing and promotional purposes in any media formats and through any web sites, social media networks or media channels now known or hereafter discovered or developed. Such anonymous statistics will only be shared when generalised on a state-level. This license is valid until the end of the term of protection of the relevant IPRs in and to your User Content, even if you remove your User Content from the DreamApply after generating such statistics.
7.3. You (and your Institution, as the case may be) are solely responsible for making sure that:
7.3.1. you own all IPR and any other rights, title and interest in your User Content or have obtained the respective permissions and authorizations from the respective third party owners before submitting it to Provider through the DreamApply or the Services for the purposes described in the Agreement;
7.3.2. your User Content is in compliance with all applicable laws and regulations, e.g. it is not offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;
7.3.3. your User Content does not require obtaining a license from or paying any fees and/or royalties by the Provider to any third party for the performance of any Services you have chosen to be performed by the Provider or for the exercise of any rights granted in the Agreement, except as expressly agreed otherwise in the Agreement;
7.3.4. your User Content is not harmful (for example viruses, worms and other destructive codes) and does not contain any programs that overload or interfere with the work of the DreamApply or distort the User Content of other users, except as expressly agreed otherwise in the Agreement.
7.4. When using the DreamApply and Services, you may be exposed to User Content of other users from a variety of sources. The Provider does not endorse, nor is it responsible for the accuracy, usefulness, lawfulness, or IPR and any other rights, title and interest in or relating to such User Content. You understand that the Provider cannot and does not review, pre-screen, monitor or filter all User Content.
7.5. Any breach of this section “Ownership and use of User Content” is considered a material breach of the Agreement.
8. CONFIDENTIAL INFORMATION
8.1. When performing under the Agreement, you and the Provider may wish or need to disclose to each other certain sensitive information, knowledge, or data, in whatever form, format or medium, and whether of an intellectual, technical, business or other nature, which the disclosing party is interested in keeping secret or restricting the use thereof or for which there are other reasonable grounds to treat such information as confidential (“Confidential Information”).
8.2. Confidential Information includes: (a) the Special Terms; (b) information that the Provider, you or any other user or third party has expressly notified to be confidential; and (c) User Content, including Personal Data.
8.3. In addition, the Provider’s Confidential Information includes: (a) non-public parts of the DreamApply and the Services, including computer programs, methods of processing, program design and structure of the DreamApply and the interaction and unique programming techniques it employs; (b) all information or data concerning the discovery, invention, research, improvement, development, manufacture, or sale of the DreamApply and Services; (c) the Provider’s financial data (including prices, sales costs, net income, profits, pricing methods etc); (d) the Provider’s business operations and processes (including the structure of the organisation, type of personnel, working methods, information systems used for the purpose of the Agreement etc); (e) any information obtained through access to the DreamApply, which, if not otherwise described above and is of such a nature that a reasonable person would believe it to be confidential or proprietary; and (f) other valuable trade secrets and know-how, which is proprietary and confidential property of the Provider, including unique knowledge, experience, skills and competence about the DreamApply and Services, which have actual or potential commercial value because it is not known to third persons.
8.4. Both you and the Provider promise to (a) keep Confidential Information secret and secure, and (b) to use and disclose Confidential Information only for the purposes of the performance of the Agreement. It is not allowed to use or disclose Confidential Information for any other purposes without first obtaining the prior consent of the disclosing party at least in a format which can be reproduced in writing (e.g. e-mail, Skype etc).
8.5. The confidentiality obligation does not apply to (a) any information which is or in future comes into the public domain (unless as result of the breach of the Agreement); (b) any information which is already known to the receiving party and which was not subject to any obligation of confidence before it was disclosed to the receiving party by disclosing party; (c) is disclosed to the receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the disclosing party; or (d) was independently developed (by personnel having no access to Confidential Information) by the receiving party as proven by the records of the receiving party at least in a format which can be reproduced in writing (e.g. e-mail, Skype etc).
8.6. Any breach of this section “Confidential Information” is considered a material breach of the Agreement.
9. LIMITATION OF LIABILITY
9.1. Due to the nature of the SAAS model, the Provider cannot and does not guarantee or warrant that the DreamApply, any of its content, features and functionality, or the Services will be uninterrupted or error-free, that they are free of viruses of other harmful content or that any defects will be corrected, except as expressly agreed otherwise in the Agreement.
9.2. The Provider’s liability under the Agreement is limited to direct damages only. To the maximum extent permitted by applicable laws and regulations, the Provider is not liable to you for the loss of profit, pure economic damage, or non-patrimonial damage, as well as any other indirect, special, consequential, warning, or punishing damages, except as expressly agreed otherwise in the Agreement.
9.3. For avoidance of doubt, the Provider is not liable for the damage and other consequences that have arisen due to the following reasons:
9.3.1. your non-abidance of the Technical Specifications;
9.3.2. disputes arising between you and other users or third parties via the DreamApply;
9.3.3. transactions between you and other users or third parties via the DreamApply;
9.3.4. your submitting, processing, use and publication of User Content (including Personal Data) on the DreamApply in breach of the Agreement or in violation of the applicable laws and regulations;
9.3.5. administration of your Accounts by you or your Institution, including any breach of the Agreement or violation of applicable laws and regulations by means of your Account, regardless of whether the violator is authorised to use your Account or not;
9.3.6. changes in the applicable laws and regulations and changes in their interpretation, the resulting impacts on your (or your Institution’s, as the case may be) activities and the activities of the Provider, as well as the reflection of the respective changes and impacts in the DreamApply, Services or the General Terms;
9.3.7. delays, interruptions, or failures in the use of the DreamApply or Services due to planned maintenance works that the Provider has duly notified you of in advance;
9.3.8. processing of User Content (including Personal Data) by third parties to whom DreamApply has transmitted it with your consent;
9.3.9. use, failures and shortcomings of third party web sites that are linked from the DreamApply web site or that link to the DreamApply web site;
9.3.10. when Provider takes active measures to end the violation of applicable laws or regulations or remove its consequences, if such violation was performed using the DreamApply or Services or is still on-going and the Provider became aware of it;
9.3.11. the Provider’s use of legal remedies under the Agreement or applicable laws and regulations, even if it results in loss, damage or harm to you or other users;
9.3.12. unauthorised disclosure, use, distribution or loss of your Account credentials (username, password, email address, security questions etc), which was caused by you;
9.3.13. failures and shortcomings in your devices or systems or those of third parties, which influence the functioning and/or availability of the DreamApply or Services.
10. FORCE MAJEURE
10.1. A failure or non-performance under the Agreement is excused only if the party in breach proves that the breach occurred due to an impediment beyond its control and that it could not have been reasonably expected to take the impediment into account at the time of conclusion of the Agreement or to have avoided or overcome it or its consequences (“Force Majeure”). Among other things, Force Majeure shall include fire, war and other activities of military nature, terrorist acts, strike, disorder and mass demonstrations, flooding, interruptions in the Internet connection or another event or circumstance that corresponds to the listed characteristics and hinders a party in the appropriate performance of its contractual obligations or makes it impossible. Force Majeure does not encompass events that are caused by the negligence or intentional activity of a party.
10.2. A party referring to the circumstances of Force Majeure shall be obligated to notify the other party of it as soon as possible after the initial emergence of the circumstances of Force Majeure. The breach of the Agreement shall not be excused if the notification obligation is ignored.
10.3. If the effect of the Force Majeure is temporary, the breach is excused only for the period during which the Force Majeure impeded the performance of the obligation. In this case, the term of performance will be considered extended for a period of time equivalent to the time lost because of such delay plus a reasonable period of time to allow the parties to recommence performance of their respective obligations hereunder.
11. LEGAL REMEDIES OF THE PROVIDER
11.1. If you breach the Agreement or violate the applicable laws and regulations, the Provider shall have the right to:
11.1.1. request you to eliminate the breach or violation and require that your conduct (or your User Content, as the case may be) be brought into conformity with the Agreement or the applicable laws and regulations. If you do not comply with such request within a period of 30 (thirty) calendar days as of its receipt, then your breach or violation is considered a material breach of the Agreement;
11.1.2. eliminate the breach or violation on its own initiative;
11.1.3. temporarily restrict your access to the DreamApply or Services.
11.2. If you repeatedly breach the Agreement or violate the applicable laws and regulations, such breach shall be considered a material breach of the Agreement.
12. MODIFICATION OF THE TERMS
12.1. The Provider reserves the right to modify, add to or remove portions from the General Terms at its sole discretion due to the following reasons: (a) changes in applicable laws and regulations and changes in their interpretation; (b) material changes in the DreamApply or Services, including introduction of new Services; (c) material changes in the structure, work procedures or ownership of the Provider; (d) occurrence of Force Majeure; (e) constant complaints from users; (f) technological developments and emergence of new technologies that enable the enhancement, further security and other improvement of the DreamApply and provision of Services; (g) enforcement of court decisions or administrative acts; (h) other unforeseen circumstances under which amendment of the Agreement is reasonably justified or that could not have been considered by the Provider upon conclusion of the Agreement.
12.2. The Provider shall notify you of any changes in the General Terms 2 (two) months before the effective date of such change. If you do not accept the change, you should notify the Provider thereof before the end of the 2 (two) months’ period, and your Agreement will terminate thereafter. Your continued use of DreamApply and the Services, or any part or element thereof, after the end of the 2 (two) months’ period constitutes your binding acceptance of such changes.
13. TERMINATION OF THE AGREEMENT
13.1. Unless expressly agreed otherwise in the Agreement, you may terminate the Agreement: (a) any time without cause; (b) immediately upon material breach of the Agreement by the Provider.
13.2. Unless expressly agreed otherwise in the Agreement, the Provider may terminate the Agreement: (a) upon decision to permanently close the DreamApply and end the provision of the Services, by notifying you thereof at least 12 (twelve) months in advance; (b) immediately upon your material breach of the Agreement.
13.3. Upon termination of the Agreement:
13.3.1. you must pay any amounts owed to the Provider under the Agreement and stop using and prevent the further usage of the DreamApply and the Services by your Members.
13.3.2. the Provider will permanently delete your Account, including any User Content therein or related thereto within 30 (thirty) calendar days as of the moment the Agreement became ineffective. Before such deletion, you may request a copy of all your User Content stored on the DreamApply without incurring any additional fees. Personal Data is deleted after the Agreement is terminated.
14.1. Relationship of the parties. The parties will act solely as independent contractors. The Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the parties, and the Institution shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.
14.2. Assignment. No party may, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer the Agreement or delegate any of its rights and/or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Provider, or its permitted successive assignees or transferees, may assign or transfer the Agreement or delegate any rights or obligations hereunder without consent: (a) to any entity controlled by, or under common control with the Provider, or its permitted successive assignees or transferees; or (b) in connection with a merger, reorganisation, transfer, sale of assets or product lines related to the object of the Agreement, or change of control or ownership of the Provider, or its permitted successive assignees or transferees.
14.3. Notifications. Any contractual communication, including but not limited to termination, amendments or other claims must be directed as follows: (a) to you – to the contacts provided on your Account; (b) to the Provider – to the contacts provided in the DreamApply web site. A notice shall be deemed received by the other party upon delivery in person, upon receipt, once 7 (seven) working days have passed since delivery by mail, or once 1 (one) working day has passed since delivery by e-mail, unless a failure of delivery notice has been received. Either party will immediately notify the other party of any relevant changes in their contact details.
14.4. Governing law. Unless expressly agreed otherwise in the Special Terms, the Agreement is governed by and construed in accordance with the laws of the Republic of Estonia, without regard to the conflicts of law provisions therein.
14.5. Settlement of disputes. Unless expressly agreed otherwise in the Special Terms, any disputes arising from and in relation to the Agreement, if not settled between the parties amicably, shall be settled in the Harju County Court in the Republic of Estonia.
14.6. Survival. Any provisions that by their nature survive the termination of the Agreement (e.g. “Confidential Information”, “Ownership and use of DreamApply and Services”, “Limitation of liability” etc) or are necessary to interpret the rights and obligations of the parties under the Agreement shall survive the termination of the Agreement, irrespective of the reason thereof.
14.7. Severability. If any provision of the Agreement is held null and void, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of the Agreement. In such a case, the void provision shall be replaced by a valid provision as economically and legally similar to the replaced provision as possible.
14.8. Language. The Agreement is concluded in the English language. In case the Agreement is translated into other languages and there are discrepancies between the English version and a translation, the English text shall prevail.