Student Terms of Service

These Student Terms of Service and any terms expressly incorporated herein (these “Terms”) apply to any access to, or use of, any services made available by Shamrck Social Impact Corporation, D/B/A Shamrck, together with its subsidiaries and affiliates (the “Shamrck”, “we”, “us” or “our”), including without limitation, our website located at https://www.shamrck.com and any of our related websites, platforms, services, features, applications, products and content (collectively and individually, the “Student Services”). For the purposes of these Terms, the terms “you”, “your”, “yourself”, “user”, or “Student” means you as the user of the Student Services. Additionally, please review our Privacy Policy, which is expressly incorporated into these Terms, and you are agreeing to Privacy Policy by acknowledging your receipt and acceptance of the Terms and documents contained herein. Throughout these Term, Shamrck and the Student may be referred to herein, individually, as a “Party”, or collectively, as the “Parties”.

BY REGISTERING TO USE, ACCESSING, OR USING THE STUDENT SERVICES, BY APPLYING FOR ANY PROJECTS VIA THE STUDENT SERVICES, OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU, AND IF APPLICABLE, DUE TO BEING UNDER THR AGE OF 18, YOUR PARENT/GUARDIAN, ARE ACKNOWLEDGING THAT YOU, AND, IF APPLICABLE, YOUR PARENT GUARDIAN, HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) THAT YOU ARE 18 YEARS OF AGE OR OLDER, OR IF UNDER THE AGE OF 18, THEN YOUR PARENT/GUARDIAN IS AGREEING TO THE TERMs ON YOUR BEHALF AND HAS EXECUTED OR WILL EXECUTE WHEN PRESENTED A PARENTAL CONSENT FORM ASSOCIATED WITH YOUR USE OF THE STUDENT SERVICES AND PARTICIPATION IN VARIOUS PROJECTS; (C) YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN FOR ITSELF AND ON YOUR BEHALF, ARE ACCEPTING TESE TERMS AND AGREEING THAT YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN, ARE LEGALLY BOUND BY THESE TERMS; (C) YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN, ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN, AND US BE IN WRITING; AND (D) YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN, ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE STUDENT SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR, AND IF APPLICABLE, YOUR PARENT/GUARDIAN’S, VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU, AND IF APPLICABLE, YOUR PARENT/GUARDIAN, AND US BE SIGNED BY YOU IN WRITING. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT ACCESS OR USE THE STUDENT SERVICES. ACCESSING OR USING THE STUDENT SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. 

ARBITRATION NOTICE FOR STUDENTS: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND SHAMRCK AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SHAMRCK WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-ACTION ARBITRATION

THE STUDENT SERVICES ARE ONLY MADE AVAILABLE TO PERSONS FIFTEEN (15) YEARS OF AGE OR OLDER, SO IF YOU ARE YOUNGER THAN FIFTEEN (15) YEARS OF AGE, YOU MUST NOT ACCESS OR USE THE STUDENT SERVICES. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18), YOU ACKNOWLEDGE THAT YOU HAVE SHOWN YOUR PARENT/GUARDIAN THESE TERMS AND THAT BOTH YOU AND YOUR PARENT/GUARDIAN ARE ACCEPTING THESE TERMS TOGETHER, INCLUDING YOUR PARENT/GUARDIAN ACCEPTING THESE TERMS ON YOUR BEHALF. PLEASE NOTE THAT IF YOU ARE YOUNGER THAN EIGHTEEN (18) YEARS OR OLDER, WE MAY REQUIRE A PARENTAL CONSENT FORM IN ORDER FOR YOU TO BE ABLE TO ACCESS OR USE THE STUDENT SERVICES AND/OR BE ACCEPTED INTO ANY INTERNSHIP OPENINGS AVAILABLE VIA THE STUDENT SERVICES.

1.          Modification to These Terms. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Student Services, or updating the “Last Updated” date at the top of these Terms. By clicking on an “I Agree” button or checkbox presented with the modified Terms, or by continuing to access or use of the Student Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Student Services. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Student Services. If you have any question regarding the use of the Student Services, please contact us in accordance with Section 20.

2.          Student Services Generally. The Student Services have been created to offer various internship opportunities to Students with certain companies (the “Clients”) who have contracted with us for the provision of certain work, projects, assignments, services, etc., which have a need for Student assistance (an “Internship”). Once we contract with a Client for an Internship (a “Project”), and based on such Client’s desired scope of work, we will either (i) match you, utilizing our “Perfect Match” Student matching system, for such Internship whereby you will be notified and have the ability to either accept or deny participating in such Internship or (i) post an Internship opening via our Student Services (an “Internship Opening”) whereby you will be able apply directly for such Internship, if meeting such Internship requirements, by filling out and submitting an Internship application (an “Internship Application”). Shamrck shall have the complete authority, at its sole discretion, to accept or deny a Student and their Internship Applications (if applicable) with respect to such Student’s participation in any Internship. If you are selected for an Internship, and you accept such Internship, you will be notified of the Shamrck personnel who will be the project manager, i.e., the Shamrck intermediary between you, the Student, and the Client, overseeing the Project through its completion (the “Project Manager”). Once the Internship begins, you shall have the responsibility of completing all assigned assignments or tasks, as assigned by the Project Manager from time to time, associated with such Internship within any such deadlines provided to you by the Project Manager (the “Tasks”). All Tasks, once completed by the Student, will be submitted to the Project Manager who will review the Student’s submitted Task for accuracy and completion based on the Client’s requested scope of work. The Project Manager may either accept the Student’s submitted Task or request and require that the Student fix, correct, or make certain changes to the submitted Task in order to comply with such associated Client’s requested Project scope of work. For the avoidance of doubt, no Task shall be submitted by the Student directly to the Client. Rather, Tasks shall be solely submitted to the Project Manager. Additionally, all Student communications, questions, or concerns regarding a Project or Task shall be directed solely to the Project Manager, and not to the Client itself. Upon the completion of the Project, in its entirety, the Students who participated in such Internship and completed their assigned Tasks, whereby such submitted Tasks were accepted by the Project Manager, will remitted payment by Shamrck in accordance with Section 4.

2.          Your Use of the Student Services. 

             (a)        Shamrck provides you with access to and use of the Student Services subject to your compliance with these Terms. No material from the Student Services may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except as specifically permitted on the Student Services. The Student Services, including all of its information and contents, such as text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, and the HTML code used to generate the pages (collectively, the “Service Content”), are Shamrcks’s property and are protected by trademark and/or copyright under the laws of the United States of America and/or foreign laws.

             (b)        Subject to all terms and conditions of these Terms we grant you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to access and use available features of the Student Services in accordance with all terms and conditions of these Terms, for the term of this Agreement as set forth in Section 10. We reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the Student Services and to terminate, change, suspend or discontinue any aspect of the Student Services, including, but not limited to, the Service Content as well as the features of the Student Services, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Student Services or restrict your access to part, or all, of the Student Services, without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

3.          Account.

             3.1       Account Registration. To use the Student Services, you must provide all information we reasonably request to establish, register and confirm your account (an “Account”). We may offer to you the ability to create and manage your account online, via the Student Services; in which case you will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided to us so that the information is complete and accurate at all times; (d) maintain the security of your Account by protecting your password from unauthorized access or use; (e) promptly notify us if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account; and (f) be responsible for all activities that occur under your Account, and accept all risks of any authorized or unauthorized access to your Account.

             3.2        Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide the Student Services or to perform under (or to exercise our rights under) the Terms. We have the right to refuse your registration or suspend or terminate your use of the Student Services if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times. 

             3.3       Account Responsibility. You are responsible for keeping your Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Account, username, or password or any other breach of security. You are responsible for all activity occurring under your Account, including for all charges under your Account. You should use particular caution when accessing your Account so as not to provide third parties with your Account credentials. We will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.

             3.4       Number of Accounts. You agree that you will not create more than one Account or create an Account for anyone other than yourself.

             3.5       Access and Devices. You are responsible for obtaining the access necessary to use the Student Services, which may include network access. Your mobile network's data and messaging rates and fees may apply if you access or use the Student Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Student Services and any updates thereto. We do not guarantee that the Student Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Student Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4.          Fees. Once a Student is accepted to participate in a Project, the Student will be eligible to receive certain fees in exchange for performing requisite Tasks associated with a given Project, either as (i) a lump-sum, one-time fee, following, the Project’s successful completion and acceptance by the Client or (ii) an on-going hourly fee as Tasks are performed by the Student and in such intervals as provided for either in the Project’s description found on the Student’s Services or as stated in communication provided by Shamrck to the Student from time to time (collectively, the “Fees”). The Fees to be provided to Student’s with respect to a given Project will either be posted in Project’s description found on the Student’s Services or as stated in communication provided by Shamrck to the Student from time to time. For the avoidance of doubt, the Student shall not be entitled to any Fees associated with Tasks which are assigned to the Student and which are not subsequently accepted by the Project Manager.

5.          Intellectual Property.

5.1       Rights We Reserve for Ourselves. You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights (as defined below) rights, in and to the Student Services, all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in these Terms, and you agree that you will not make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by these Terms. All names, logos, other product and service names, trademarks, service marks and logos associated with us or the Student Services are trademarks or service marks of ours or of third-parties, and no right or license is granted to you to use them for any purpose whatsoever. This Section does not limit any rights or remedies we may have under any applicable laws, rules and regulations. As used in these Terms, “Intellectual Property Rights” means any and all of the following arising pursuant to the laws of any jurisdiction throughout the World: (a) trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents and patent applications; (e) internet domain name registrations; and (f) other intellectual property and related proprietary rights.

             5.2       Client Materials. In the course of completing various Projects, including such associated Tasks, we may provide you with certain Client instructions, materials, information, systems, software, data, contents, reports or other proprietary information of the Client (the “Client Materials”). Shamrck hereby grants to you a limited, non-exclusive sublicense to use provided Client Materials, and the Intellectual Property Rights therein, solely for the your performance of the Project (and solely for the duration of such Project). You acknowledge that the Client is and will remain, the sole and exclusive owner of all right, title, and interest in and to the Client Materials, including all Intellectual Property Rights therein, subject only to the license granted under this. All other rights in and to the Client Materials are expressly reserved by the Client. Upon written request by Shamrck, you will immediately return all Client Materials to us and delete all copies of Client Materials and Work Product contained in or on your premises, systems or any other equipment otherwise under your control. Within ten (10) days of Shamrck’s request, you agree to provide written certification to Shamrck that all Client Materials associated with a given Project have been returned and deleted.

             5.3       Student Feedback. We will own any feedback, suggestions, ideas, or other information or materials regarding us or the Student Services that we provide, whether by email, posting through the Student Services or otherwise (“Feedback”). You hereby assign to us all right, title and interest to Feedback together with all associated Intellectual Property Rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

             5.4       Work Product.

                          (a)        The Student will make full and prompt disclosure to Shamrck of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively, the "Developments"), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by the Student for Shamrck, or otherwise on behalf of the Client, during the term of the Project that results from the Student’s provision of Tasks (the "Work Product"). The Student acknowledges that, except for Pre-Existing Developments (as defined below), all work performed by the Student is on a "work for hire" basis, and the Student hereby irrevocably assigns and transfers, and agrees to assign and transfer, to Shamrck and its successors and assigns all of the Studentʼs right, title and interest in all Work Product, except Pre-Existing Developments, and all related Intellectual Property Rights.

                          (b)        The Student will cooperate fully with Shamrck, both during and after the term of the Project, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in, to or that claim or cover the Work Product (except Pre-Existing Developments). The Student shall sign, both during and after the term of the Project, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which Shamrck may deem necessary or desirable in order to protect its (or its Client’s) rights and interests in any Work Product (except Pre-Existing Developments). If Shamrck are unable, after reasonable effort, to secure the Student’s signature on any such papers, the Student hereby irrevocably designates and appoints each current and future officer of Shamrck as the Student’s agent and attorney-in-fact to execute any such papers on the Student’s behalf, and to take any and all actions as Shamrck may deem necessary or desirable in order to protect its (or its Client’s) rights and interests in any Work Product (except Pre-Existing Developments).

             5.5       Pre-Existing Developments in Work Product. If the Student incorporates into any Development that the Student has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Project that the Student considers to be the Student’s property or the property of third parties and that the Student wishes to have excluded from the scope of the Project (collectively, "Pre-Existing Developments") into the Work Product, the Student hereby grants to Shamrck a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide right to, and right to license or, if applicable, to sublicense, to the Client: (a) copy, distribute, display, perform, commercially exploit, and create derivative works of the Pre-Existing Developments, in whole or in part. Notwithstanding the foregoing, the Student will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without Shamrck’s prior written consent.

6.          Prohibited Use of the Student Services.

             (a)        Except as otherwise provided in Section 2 of these Terms, you may not use, download, copy, print, display, perform, reproduce, publish, modify, delete, add to, sell, lease, license, create derivative works from, reverse engineer, post, transmit, distribute or otherwise exploit any Service Content in whole or in part, for any public or commercial purpose without the specific prior written permission of Shamrck.

             (b)        You shall not upload to, distribute, or otherwise publish through the Student Services any content, information, or other material that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, trojan horses or other harmful code or properties.

             (c)        You agree not to access or use the Student Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these Terms. You further agree that you are solely responsible for your conduct while accessing or using our Student Services, and you agree that you will not do any of the following in connection with our Student Services or users:

(i)         Use the Student Services other than for its intended purposes and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Student Services or that could damage, disable, overburden or impair the functioning of our Student Services in any manner;

(ii)        Violate, in any way, any applicable Federal, State, local, or international law or regulation;

(iii)      Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

(iv)       Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Student Services, except as expressly permitted by us or our licensors;

(v)        Modify our Student Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based on our Student Services;

(vi)       Reverse engineer any aspect of our Student Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Student Services;

(vii)     Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Student Services;

(viii)    Develop or use any applications that interact with our Student Services without our prior written consent;

(ix)       Use our Student Services for any illegal or unauthorized purpose, or engage in, encourage or promote any illegal activity that violates these Terms;

(x)        Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(xi)       Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Student Services, the server on which the Student Services is stored, or any server, computer, or database connected to the Student Services;

(xii)     Attack the Student Services via a denial-of-service attack or a distributed denial-of-service attack; or

(xiii)    Circumvent or attempt to circumvent any filtering, security measures or other features that we may, from time to time, adopt to protect our Student Services, our users or third parties.

             (d)        This Section 6 does not create any private right of action on the part of any third-party or any reasonable expectation that our Student Services will not contain any information or content that is prohibited by such rules.

7.          User Content.

             7.1       User Content Generally. With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) which you upload, post, publish or display through the Student Services or share with or email, communicate or otherwise distribute to us or other users or recipients in connection with your use of the Student Services, including without limitation the Work Product (collectively, such content and materials, the "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any User Content you hereby grant and will grant to Shamrck a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works based on, and otherwise use your User Content in connection with the operation of the Student Services or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any User Content will also be governed by our Privacy Policy.

             7.2       Unauthorized Actions with Respect to User Content. The following is a partial list of the kind of User Content that is illegal or prohibited on, via, or through the Student Services. Shamrck reserves the right to investigate and take appropriate legal action, in its sole discretion, against anyone who violates this provision, including without limitation, removing the offending communication from the Student Services and terminating these Term with respect to such violator. It includes, but is not limited to, User Content that:

                          (i)         Is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or which harasses or advocates harassment of another person;

                          (ii)        Involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;

                          (iii)      Promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually-oriented, racially offensive, defamatory or libelous;

                          (iv)       Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;

                          (v)        Contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

                          (vi)       Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;

                          (vii)     Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

                          (viii)    Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; or

                          (ix)       Engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

8.          Student Classification.

             (a)        It is the intent of Shamrck and the Student that that the Student will be properly classified as an independent contractor of Shamrck.

             (b)        You acknowledge and agree that Shamrck has no control over when and where you perform Tasks, what tools or equipment you use in performing the Tasks, what work must be performed, or what order or sequence must be followed in performing the Tasks. Further, it is up to the Student to assess each Internship Opening and to determine which Internship Openings to apply, and the financial rewards of accepting any Internship Opening. The Student further acknowledges and agrees that the Internships are intended to be short-term, and project based, and unrelated to the regular business of Shamrck. 

             (b)        You acknowledge and agree that this Agreement does not create a partnership or agency relationship between you and Shamrck or the Client. As such you shall have no authority to enter into written or oral, whether implied or express, contracts on behalf of Shamrck or the Client.

             (c)        You acknowledge and agree that Shamrck will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. You (unless the Shamrck is required under applicable law) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to the your performance of services with respect to Projects. 

             (d)        You acknowledge and agree that you, as an independent contractor of Shamrck, shall not be eligible or entitled to participate in any employee benefit plans offered generally by Shamrck to Shamrck’s employees or others. You further acknowledge and agree that you are neither eligible nor entitled to participate in any plans of Shamrck’s retirement, bonus, incentive compensation, equity participation and/or other plans or programs (if/as may exist at any given time) as a result of your provision of services with respect to Projects under the terms of this Agreement.

9.          Confidential Information.

             (a)        "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Shamrck, a Client or the Student (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to Shamrck, a Client or the Student (as applicable) (the "Receiving Party") or which would be apparent to a reasonable person, familiar with Disclosing Partyʼs business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that the details of Projects (including the pricing and fees pertaining thereto), reports and/or information related to or regarding Projects or Work Product, or a Disclosing Partyʼs business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party. In addition, the Student shall not disclose the Client's name without the Client's permission to do so. 

             (b)        The Receiving Party acknowledges that it will have access to the Disclosing Partyʼs Confidential Information. Except as provided in our Privacy Policy, the Receiving Party agrees that it will not: (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Project, as applicable. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Partyʼs Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Partyʼs Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

             (c)        The Student shall not disclose to Shamrck or a Client any information that constitutes material, non-public information about any third party, information that the Student has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws, or information that is proprietary to a third party (including past or present employers or companies for which the Student has consulted or interned for in the past) and not owned solely by the Student. 

             (d)        Except as provided in our Privacy Policy, at the Disclosing Party's s written request (which may be made at any time at the Disclosing Party's sole discretion), the Receiving Party will promptly destroy or return all Confidential Information and any copies thereof of the Disclosing Party contained in or on its premises, systems, or any other equipment otherwise under its control. The Receiving Party will provide written certification to the Disclosing Party of compliance with this Section 9.4 within ten (10) days after the receipt of Disclosing Partyʼs written request to certify.   

10.       Term and Termination.

             10.1     Term. The term of this Agreement commences on the date of your acceptance of this Terms, which, for the avoidance of doubt, include your registration to use, accessing, or using the Student Services, by applying for any Internship Openings by via the Student Services, or otherwise indicating your acceptance to these terms whenever the option is presented to you, and continues in effect until terminated in accordance with Section 10.2. 

             10.2     Termination. Either party may terminate these Terms at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account)

             10.3     Consequences of Termination. Upon Termination of these Terms for any reason, you shall immediately cease use of the Student Services, except for the sole purpose of receiving Fees pursuant to Section 4. Should you or us terminate these Terms during any ongoing Project, where Tasks have been assigned to you, you will be entitled to such Fees associated with works/services performed, which is deemed reasonably satisfactory and acceptable by Shamrck, up to such date of termination of these Terms.

             10.4     Survival. Termination of these Terms will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Sections 2,5,6,8-14,18, and 21, all of which shall expressly survive such termination.

11.       WARRANTY DISCLAIMER. SHAMRCK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE STUDENT SERVICES, INTERNSHIP OPPORTUNITIES, INTERNSHIPS, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAMRCK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION 11 STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SHAMRCK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.   

12.       LIMITATION OF DAMAGES. IN NO EVENT WILL IN NO EVENT WILL IN NO EVENT WILL WE, OUR AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, REPLACEMENT COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT ARISING OUT OF OR AS RELATED TO THESE TERMS OR STUDENT SERVICES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.       LIMITATION OF LIABILITY. IN NO EVENT WILL OUR, OUR AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES, LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE STUDENT SERVICES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS) EXCEED THE GREATER OF: (A) US$2,500; OR (B) ANY FEES RETAINED BY PD WITH RESPECT TO PROJECTS ON WHICH YOU WERE INVOLVED AS A STUDENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO ANY BREACH BY THE STUDENT OF SECTION 6, SECTION 7 OR SECTION 9.

14.       Indemnification. You will indemnify, defend and hold harmless Shamrck, our affiliates and subsidiaries, and its and their respective members, shareholders, managers, directors, officers, employees, attorneys, agents, and representatives Client, and the Client (each, an "Indemnified Party") from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) caused by your use of the Student Services, any User Content, your breach or violation of these Terms, or your violation of any rights of another, including any claim that the any User Content or Work Product, or any use thereof, infringe, misappropriate or otherwise conflict with any Intellectual Property Rights of any third party.

15.       Third-Party Content. In using the Student Services, you may view content provided by third-parties (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and such third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with such third-parties, is at your own risk.

16.       Third-Party Sites or Resources. The Student Services may include or provide links to third-party websites or resources (“Third-Party Websites”). When you click on a link to, or access and use, a Third-Party Website, though we may not warn you that you have left our Student Services, you are subject to the terms and conditions (including privacy policy(ies)) of another website or destination. Such Third-Party Websites are not under the control of Shamrck. Shamrck is not responsible or liable for any Third-Party Websites. Shamrck provides links to these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products. You use all links to Third-Party Websites at your own risk.

17.       Privacy Policy. Please refer to our Privacy Policy as updated from time to time, located at: http://shamrck.com/privacy-policy or such other URL as we may provide from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Student  Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

18.       Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small claims court matters, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with us as follows.

             18.1     Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach our support department at hello@shamrck.com, and, except for intellectual property and small claims court matters, the Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either Party initiating a lawsuit or arbitration.

             18.2     Binding Arbitration.

(a)        If the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the time that informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either Party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms’ or the Privacy Policy’s formation, performance, and breach), the Parties’ relationship with each other, and/or your use of the Student Services shall be finally settled by binding arbitration, as described below.

             (b)        Where the relief sought is Ten Thousand Dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, then the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their then applicable rules and procedures of commercial arbitration at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the Fair Claims website. You are responsible for your own attorneys’ fees, unless the arbitration rules and/or applicable law provide otherwise.

             (c)        Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Augusta, Georgia (US). Where the relief sought is between $10,001 and $250,000, the arbitration shall be before a single arbitrator in accordance with the JAMS Streamlined Arbitration Procedure Rules. Where the relief sought exceeds $250,000, arbitration shall be before a panel of three (3) arbitrators in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. To start an arbitration with JAMS, you must do the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (ii) send three (3) copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1201 W Peachtree, NW, Suite 2650, Atlanta, Georgia 30309; and (iii) send one copy of the Demand for Arbitration to us at 925 Laney Walker Blvd Suite 307, Augusta, GA 30901, ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

             (d)        The arbitrator(s), and not any Federal, State, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of an agreement under the Terms or the Privacy Policy, including, but not limited to, any claim that all or any part of the Terms or the Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator(s) shall be empowered to grant whatever relief would be available in a court of competent jurisdiction under law or in equity. The arbitral award shall be written and shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.

             (e)        The Parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The Parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

             (f)        The Parties further agree to submit to the personal jurisdiction of any Federal or State court sitting in Richmond County, Georgia (US) in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

             18.3     Small Claims. As an alternative, you may bring your Claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring Claims only on your own behalf. Neither you nor Shamrck will participate in a class action or class-wide arbitration for any Claims covered by these Terms to arbitrate.

             18.4     Class Action Waiver. YOU AGREE THAT YOU ARE HEREBY GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SHAMRCK INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

             18.5     Arbitration Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-out to at hello@shamrck.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days of your first use of or access to the Student Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.

19.       Age to Use the Student Services. The Student Services are only made available to persons fifteen (15) years of age or older, so if you are younger than fifteen (15) years of age, you must not access or use the Student Services. If you are under the age of eighteen (18), you acknowledge that you have shown your parent/guardian these Terms and that both you and your Parent/Guardian are accepting these Terms together, including your Parent/guardian accepting these Terms on your behalf. Please note that if you are younger than eighteen (18) years or older, we may require a parental consent form in order for you to be able to access or use the Student Services and/or be accepted into any Internship available via the Student Services.

20.       Contact Us. All notices, feedback, comments, requests for technical support and other communications relating to the Student Services, or otherwise this Agreement generally, should be directed to directed to our email at hello@shamrck.com or our business address at 925 Laney Walker Blvd Suite 307, Augusta, GA 30901.

21.       Miscellaneous.

             21.1     Entire Agreement. The Terms constitute the entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

             21.2     Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Student Services, shall be governed by and construed and enforced in accordance with the laws of State of Georgia (US), without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the Federal and State courts sitting in Richmond County, Georgia will have exclusive jurisdiction. You waive any objection to venue in any such courts.

             21.3     No Waiver. No waiver under the Terms is effective unless it is in writing, identified as a waiver to the Terms and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

             21.4     Severability. If any term or provision of the Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of the Terms.

             21.5     Successors and Assigns. The Terms are binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

             21.6     Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under the Terms without the prior written consent of Shamrck. Shamrck may assign its obligations under the Terms, in whole or in part, without notice to the Student.

             21.7     No Third-Party Beneficiaries. The Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

             21.8     Headings. The headings in the Terms are for reference only and do not affect the interpretation of the Terms.