Last updated: 2026-03-27
This ("Agreement") is by and between , a Delaware limited liability company, (d/b/a Health Admissions IQ) (“”) and the (“”) accessing the materials subject to this Agreement (“”). Licensor and Licensee shall be referred to collectively as “.”
WHEREAS, Licensor owns, operates, and controls the Licensor Site (as defined below);
WHEREAS, Licensor also owns and has the right to license the Licensed Content (as defined below);
WHEREAS, Licensee wishes to access Licensed Content for the sole purpose of Licensee’s individual preparation; and
WHEREAS, Licensor is willing to license the Licensed Content to Licensee, subject to all terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
For purposes of this Agreement, the following terms have the following meanings. Other terms defined in the body of the Agreement shall have the meanings so given.
During the Term, except as otherwise set forth herein, Licensor shall make available to Licensee the Licensed Content via the Licensed Site. Licensor reserves the right to modify the Licensed Content or how a Licensee accesses Licensed Content at Licensor’s sole discretion and at any time and without providing any prior notice to Licensee. Licensor is not liable for delays or failures of delivery beyond its reasonable control. Licensor's sole responsibility for any such delay or failure is to deliver or re-deliver the relevant Licensed Content as soon as reasonably possible.
Subject to Licensee’s on-going compliance with Section 3.2 and all other terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive (save for rights reserved to Licensor hereunder), non-transferable and non-sublicensable license, during the License Term, to access and use for their own individual, personal, and private use only.
Licensee is expressly prohibited from:
Failure to comply will result in Licensor immediately terminating all Licensee’s licenses. It shall also serve as grounds for Licensor cancelling any other Agreements which may exist between Licensor and Licensee.
The license granted in Section 3.1 is subject to the following:
All uses of the Licensed Content that do not comply fully with the provisions of Sections 3.1 and 3.2 shall for all purposes be deemed beyond the scope of the license granted hereunder. Any violation of Sections 3.1 and 3.2 by Licensee shall be a material breach of this Agreement for which Licensor may terminate this Agreement.
In consideration of the licenses granted and other undertakings by Licensor hereunder, Licensee shall pay Licensor a License Fee in the amount specified at the time of payment (“License Fee”). The License Fee may be collected by Licensor via any payment method approved by Licensor at the time of payment. Licensee agrees to use Licensor’s approved payment method for all transactions with Licensor for the Licensed Content. Licensee agrees to allow Licensor to store Licensee’s approved payment details to facilitate future payments of the Licensee Fee.
Licensing Fees for subscriptions shall be collected according to the terms in Section 4.1. Licensing Fees for all non-subscription-based licenses shall be collected according to the terms in Section 4.2. If there is a question as to whether a Licensing Fee is subject to either Section 4.1 or 4.2, there shall be an assumption that all Licensing Fees shall be collected pursuant to Section 4.1.
Licensee understands that a material breach of this Agreement shall result in the immediate revocation of any active licenses and no refunds shall be provided to Licensee.
The Effective Date of all subscription licenses shall commence on the date for which the first License Fee was submitted. All subscription License Fees shall be renewed subject to the listed subscription frequency reflected in the offer materials and shall continue until canceled by Licensee. Licensee specifically authorizes Licensor to charge the full License Fee to the payment method on file for all payments subject to this Agreement and in accordance with the subscription frequency agreed to at the time of purchase.
Licensee understands and agrees that each license period shall extend from the date of purchase or renewal through the end of the most recently-renewed subscription period. Once Licensor processes a License Fee under this Section, that fee shall be earned by Licensor and shall be non-refundable. Licensor shall not provide refunds for lack of usage, dissatisfaction, lack of fit for any stated or perceived purpose, or forgetting to cancel before Licensee’s license automatically renews. Canceling a subscription license immediately after purchase does not transform that License Fee to a Section 4.2 License. For the avoidance of doubt, the cancellation of a subscription before the next subscription License Fee comes due shall not entitle Licensee to a refund of any previously-paid License Fees.
License Fee is subject to change at any time and for any reason. Licensor may change the fees without notice to Licensee. Licensee agrees to pay any updated License Fee unless and until Licensee cancels this Agreement under the terms of this Agreement.
For all non-recurring, non-subscription content licenses, Licensee shall submit the full License Fee at the listed price. Once Licensor processes a License Fee under this Section, that fee shall be earned by Licensor and shall be non-refundable after 14 days from the date the License Fee was submitted. Licensor shall not provide any refunds for any reason beyond 14 days from date of initial purchase.
The Effective Date of this Agreement shall be the date on which Licensor receives the first License Fee for access to the Licensed Content subject to this Agreement.
The Term of the License shall depend on whether a license is either a subscription-based license or a non-subscription based license.
5.2(A) Subscription License Term This Agreement shall run from the Effective Date to 11:59 PM PST on the day before the same date of the next succeeding subscription period for which the license is subject and shall be renewed automatically with the fee paid on the same calendar date as the Effective date in each successive subscription period for which the license is subject until canceled by Licensee.
Example: If the Licensee submits the subject License Fee for a one-month subscription on January 1, the license will run from January 1 to January 31. If the Licensee does not inform Licensor of cancellation, then Licensor shall charge the Licensee again on February 1. If Licensee cancels before 11:59 PM PST on January 31, the license shall run until 11:59 PM PST on January 31 without renewal.
5.2(B) Non-Subscription License Term This Agreement shall run from the Effective Date to 11:59 PM PST through the term advertised for the license.
Example: If Licensee purchased a license for access to a video course for 3 months on January 1, the Licensee shall have a license to access that course until March 31.
Licensee may cancel this Agreement anytime before their next scheduled License Fee is due using the cancellation feature on the Licensor’s processing payment portal used to check out. All refunds are subject to the terms in Sections 4.1 and 4.2 of this Agreement.
You acknowledge and agree that the Licensed Content contains content or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Licensor, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Licensed Content in whole or in part. In connection with your use of the Licensed Content you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Licensor from accessing the Licensed Content (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any rights not expressly granted herein are reserved by the Licensor.
Licensor’s name and logos are trademarks and service marks of Licensor (collectively the “Licensor Trademarks”). Nothing in this Agreement or the Licensed Content should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Licensor Trademarks displayed in the Licensed Content, without our prior written permission in each instance. All goodwill generated from the use of Licensor Trademarks will inure to Licensor’s exclusive benefit.
Licensor processes Personal Information contained in Licensee Data as a service provider under the CCPA and shall use such Personal Information only for the limited purposes of:
Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, and create derivative works from De-Identified Data and Aggregated Data for any lawful business purpose, including but not limited to:
Licensor may combine De-Identified Data and Aggregated Data derived from Licensee Data with data from other Licensees and third-party sources.
Without limiting the foregoing, Licensor may use De-Identified Data and Aggregated Data to develop and deploy models that analyze historical patterns across Licensee or student profiles, outcomes, and experiences to generate customized recommendations, including individualized lists and similar advisory outputs. Such models and Model Outputs may be informed by trends and correlations derived from prior users’ data, provided that:
Licensor shall:
Licensor shall not sell or share Personal Information, as defined under the CCPA, except as expressly permitted by Licensee or applicable law. This restriction does not apply to De-Identified Data or Aggregated Data.
As between the parties, Licensor retains all right, title, and interest in and to its models, algorithms, Derived Data, De-Identified Data, Aggregated Data, and Model Outputs, including any improvements thereto, and no rights are granted to Licensee except as expressly set forth in these Terms.
Licensee represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Licensee Data and to permit the processing described herein, including any required notices under the CCPA.
This Agreement, together with the attached Schedules and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
This Agreement is personal to Licensee. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without Licensor's prior written consent. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent.
This Agreement is for the sole benefit of the parties hereto and nothing herein is intended to confer upon any other Person any legal or equitable right, benefit or remedy.
Licensor may change this License Agreement at any time, for any reason. Any amendments shall be communicated in these terms and take effect upon the next renewal or upon Licensee’s affirmative acceptance.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity shall not affect any other term or provision. Any provision found unenforceable shall be modified only to the extent necessary to make it enforceable.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
IN THE EVENT OF A DISPUTE ARISING OUT OF THIS AGREEMENT, THE PARTIES SHALL FIRST NEGOTIATE IN GOOD FAITH IN AN EFFORT TO REACH A SETTLEMENT OF THE DISPUTE. IF HAVING NEGOTIATED IN GOOD FAITH, THE PARTIES ARE UNABLE TO RESOLVE THEIR DISPUTE, THE PARTIES SHALL SUBMIT THE DISPUTE TO BINDING ARBITRATION BY A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE GOVERNED BY THE COMMERCIAL RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION SHALL TAKE PLACE IN SAN DIEGO, CALIFORNIA.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE THE LICENSED CONTENT OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. ### 8.8 Attorneys' Fees In the event of legal action, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
YOUR USE OF THE LICENSED CONTENT IS AT YOUR SOLE RISK. THE LICENSED CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LICENSOR MAKES NO WARRANTY THAT (I) THE LICENSED CONTENT WILL MEET YOUR REQUIREMENTS, (II) THE LICENSED CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS THAT MAY BE OBTAINED WILL BE ACCURATE OR RELIABLE.
IN PURCHASING THE LICENSE AND USING THE LICENSED CONTENT, YOU WARRANT TO LICENSOR THAT YOU ARE ACCESSING THE LICENSED CONTENT SOLELY FOR YOUR OWN EDUCATIONAL BENEFIT. YOU FURTHER WARRANT THAT YOU ARE NOT AFFILIATED WITH NOR ARE YOU ACCESSING THE LICENSED CONTENT FOR ANY OTHER PERSON OR ENTITY (INCLUDING COMPETITORS).
By entering into this Agreement, Licensee warrants that they are over the age of 18. Should any individual under the age of 18 enter into this Agreement, Licensor has the discretion to cancel this Agreement and retain License FEE. Should Licensee turn 18 before termination of this Agreement, Licensee shall be deemed to have ratified this Agreement.