Terms and Conditions

If you have any questions or concerns about the terms of this Agreement, please contact us at info@IntakeAbroad.com.

1. Definitions

In these Terms and Conditions:

• “Access Information” has the meaning set out in Section 6.

• “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.

• “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority

• “Application” has the meaning set out in Section 2(a)(ii).

• “Intake Abroad Partner” means any educational institution, company, organization, association or individual that has entered into an agreement with Intake Abroad to use or promote the Intake Abroad Solution, or to enable their employees or students to use or promote the Intake Abroad Solution.

• “Intake Abroad Solution” means the Intake Abroad website and the Services, including the Content therein, as modified from time to time.

• “Confidential Information” means information considered confidential or proprietary by Intake Abroad, including the Intake Abroad Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Intake Abroad service, Intake Abroad’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.

• “Content” has the meaning set out in Section 2(a)(i).

• “De-identified Data” has the meaning set out in Section 5.

• “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Intake Abroad, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities

• “Party” means each of Intake Abroad and you, and “Parties” means Intake Abroad and you collectively.

• “Personal Information” means information about an identifiable individual.

• “Privacy Policy” has the meaning set out in Section 4(e).

• “Program” means a study program, language programs, summer camps, including one of the academic programs or a program specifically designed to transition international students (sometimes referred to as a pathway program), offered by the Intake Abroad Partners.

• “Recruiter” means any individual or entity that you engage to represent you to submit an Application using the Intake Abroad Solution.

• “Services” has the meaning set out in Section 2.

• “Submission” has the meaning set out in Section 11(a).

• “Terms and Conditions” has the meaning set out in the first paragraph of these terms.

• “Your Data” has the meaning set out in Section 4(a)(i).

2. Services

• Intake Abroad’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:

o Intake Abroad will provide access to certain information, material or content (including, pricing, features, promotion and information of third parties) contained on or provided through the Intake Abroad website (the “Content”) to provide information to assist you through the process of becoming a student at certain Intake Abroad Partners within Canada, the U.S., the U.K and Australia, including Program information;

o Intake Abroad will provide you with the ability to input Your Data into the Intake Abroad Solution and will act as an intermediary to pass Your Data to the applicable Intake Abroad Partners in order to enable you to apply to Programs offered by such Intake Abroad Partners (each, an “Application”); and

o Intake Abroad will facilitate an Application, on a case-by-case basis, including through Intake Abroad (www.IntakeAbroad.com) as applicable, by assisting you with communications with the applicable Intake Abroad Partners, passing through Application fees and other payments associated with an Application, and providing guidance and advice associated with an Application.

• Please note that the Services, as described above, are subject to the terms and conditions in this Agreement, and in particular the “Disclaimers” set out in Section 17 below.

3. License to Use the Intake Abroad Solution

Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, Intake Abroad hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the Intake Abroad Solution solely for the purposes of using the Services, view the Content, and submit an Application to Intake Abroad Partners.

4. Your Data

• Your Data Must be Complete and Accurate

o In order to use the Intake Abroad Solution, you must:

 provide up-to-date complete and accurate Personal Information and other data submitted by you to the Intake Abroad Solution or otherwise provided to Intake Abroad, including name information, contact information, citizenship and legal status, gender, date of birth, email address, telephone number, home and mailing address, marital status, emergency contact information, financial information, education qualification, employment information, educational information, transcript, English or French test score, passport and/or other identification details, information required for visa application, including financial and medical information (“Your Data”), as requested by Intake Abroad on Intake Abroad’s website, and as required to process your Application;

 where payment is required, provide up-to-date, complete and accurate payment information as required by Intake Abroad or Intake Abroad’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and

 OBTAIN ALL RELEVANT PERMISSIONS FROM ANY AFFECTED THIRD PARTY, SUCH AS YOUR EDUCATIONAL INSTITUTION, FOR INTAKE ABROAD TO COLLECT YOUR DATA.

o Ownership of Your Data

 Nothing herein transfers any ownership of Your Data to Intake Abroad in its original form.

• Quality of Your Data and Feedback

o Without limiting the foregoing, Intake Abroad does not assess Your Data for quality or otherwise. Intake Abroad, Intake Abroad Partners and other third parties to whom Intake Abroad is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the Intake Abroad Solution.

o Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by Intake Abroad, or any judgment exercised by Intake Abroad respecting Your Data, but rather is solely based on the compliance requirements of Intake Abroad Partners.

• Consent to Processing of Your Data

An integral part of the Intake Abroad Solution entails the collection, processing, transmission and disclosure of Your Data by Intake Abroad, Intake Abroad Partners and their service providers, and you hereby specifically consent to:

• Intake Abroad’s provision of Your Data to any Intake Abroad Partner, visa agencies, English and French test score organizations, professional bodies, service providers to Intake Abroad (including our hosting providers and payment processors) as part of the provision of the Intake Abroad Solution to you, and Governmental or Regulatory Authorities;

• communications from Intake Abroad (including e-mail communications, both marketing and informational) respecting the Intake Abroad Solution, and Intake Abroad’s products and services; and

• collection, use and other processing activities as set out in Intake Abroad’s Privacy Policy

Your Personal Information will be handled in accordance with Intake Abroad’s Privacy and Cookies Policy accessible via the following link: https://www.Intake Abroad.com/ privacy (the “Privacy Policy”). Notwithstanding the foregoing, Intake Abroad reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process or requirements of a Governmental or Regulatory authority.

• Storage of Your Data in Other Jurisdictions

You acknowledge that, due to the nature of the Intake Abroad Solution, Your Data uploaded to the Intake Abroad Solution may be hosted on servers residing in jurisdictions other than Canada, over which Intake Abroad has no direct control. By using the Intake Abroad Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.

5. De-Identified Data

Intake Abroad may also use itself or provide to third parties, Your Data, and any data regarding your use of the Intake Abroad Solution, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to Intake Abroad’s Privacy Policy, for Intake Abroad’s business uses, including for the purposes of enhancing and fixing the Intake Abroad Solution, performing analytics, marketing the Intake Abroad Solution to third parties, and selling such De-Identified Data for profit. Intake Abroad will own any and all intellectual property rights in the output of Intake Abroad’s use of any such De-identified Data.

6. Your Access Information

Intake Abroad will provide you with certain information to allow you to use the Intake Abroad Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the Intake Abroad Website using the Access Information.

7. Your Representations and Warranties

You covenant, represent and warrant that:

• you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation;

• you will not permit anyone other than yourself or your authorized designate to obtain access to the Intake Abroad Solution through your Intake Abroad account or otherwise using your Access Information;

• you will only use the Intake Abroad Solution in accordance with this Agreement and Applicable Law;

• you will comply with all applicable intellectual property laws in your use of the Intake Abroad Solution and not infringe, violate or misappropriate the intellectual property rights of any third party;

• you will comply with any Intake Abroad Partner policies and procedures applicable to your Application;

• Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Intake Abroad or update Your Data on the Intake Abroad Solution;

• to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Intake Abroad Solution: (A) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”); and (B) in the U.S. the Recruiter may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B);

• you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruiter has a registration pursuant to such Applicable Law;

• you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law;

• you will be solely responsible for all activities with respect to the Intake Abroad Solution undertaken by you or your designates;

• you will not use the Intake Abroad Solution to provide commercial services to, or for the benefit of, any third party;

• you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Intake Abroad Solution, and to post or upload any content to Intake Abroad’s website or otherwise provide such content and Your Data to Intake Abroad;

• you have all legal rights necessary to use the Intake Abroad Solution, both in the jurisdiction in which you are located and in the jurisdiction where the Intake Abroad Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;

• you are not located in a country that is subject to a Canadian or U.S. Government embargo or sanctions that would prevent your from becoming a student;

• you are not listed on any Canadian or U.S. Governmental or Regulatory Authority lists of prohibited or restricted parties;

• you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the Intake Abroad Solution;

• you will ensure that your use of the Intake Abroad Solution does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Intake Abroad and other users of the Intake Abroad Solution (including by ensuring that you do not upload any viruses or other harmful code in using the Intake Abroad Solution or by placing an undue burden upon the CPUs, servers or other resources used to provide the Intake Abroad Solution);

• you will not in any way use the Intake Abroad Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;

• you will not interfere with or in any manner compromise any of Intake Abroad’s security measures;

• you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Intake Abroad Solution, including, the forms, Content delivery and display functionality of the Intake Abroad website;

• you will cooperate with Intake Abroad and provide information requested by Intake Abroad to assist Intake Abroad and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and

• you will comply with the terms and conditions of any agreements entered into between you and any third party (including the Intake Abroad Partners, the service providers for any Internet services you use in conjunction with the Intake Abroad Solution, and the hardware providers for any mobile device or other computing equipment through which you use the Intake Abroad Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Intake Abroad Solution (whether by reason of usage limitations or otherwise), you will use the Intake Abroad Solution in compliance with such restrictions.

8. Restrictions and Limitations on Your Use of the Intake Abroad Solution

• Access to Programs o You

acknowledge that only certain Intake Abroad Partners have agreements with Intake Abroad to enable you to make an Application to such Intake Abroad Partners through the Intake Abroad Solution, and that not all educational study programs of such Intake Abroad Partners may be offered as being Programs available to you using the Intake Abroad Solution.

• Usage Policies

o The Intake Abroad Solution will be subject to the usage policies as provided to you by Intake Abroad from time to time, including in electronic form by posting on Intake Abroad’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.

• Equipment

o You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Intake Abroad Solution (except for Intake Abroad’s computer systems and networks), including your choice and use of your Internet Service Provider.

• Data Integrity and Back-up

o You acknowledge and agree that Intake Abroad cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the Intake Abroad Solution.

• Not for Time Sensitive Applications

o The Intake Abroad Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.

• Restrictions on Intake Abroad Website Use

o You will not:

 copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Intake Abroad Solution, or any part thereof;

 distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Intake Abroad Solution, in whole or in part, to any third party on a temporary or permanent basis;

 remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);

 use the Solution in any way inconsistent with the use parameters for the Intake Abroad Solution;

 attempt to hack the Intake Abroad Solution or any communication initiated by or made through the Intake Abroad Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the Intake Abroad Solution, data or Content or programming transmitted, processed or stored by Intake Abroad or other users of the Intake Abroad Solution;

 collect any information or communication about the users of the Intake Abroad Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the Intake Abroad website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;

 use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Intake Abroad Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Intake Abroad Solution or its ability to communicate and perform the Services; or

 authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.

9. Changes to Terms and Conditions; Changes to Intake Abroad Solution; Right to Edit and Remove Your Data; Suspension or Termination

• Changes to Terms and Conditions

o Intake Abroad reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the Intake Abroad Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.

• Changes to the Intake Abroad Solution

o Intake Abroad reserves the right to change, suspend or discontinue the Intake Abroad Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by Intake Abroad.

• Right to Edit and Remove Your Data

o Notwithstanding anything to the contrary herein, Intake Abroad reserves the right to review Your Data stored in files or programs on Intake Abroad’s servers to verify your compliance with this Agreement. Intake Abroad has the right to edit or remove any of Your Data that, in Intake Abroad’s sole discretion, Intake Abroad believes may be unlawful, obscene, abusive, or otherwise objectionable.

• Suspension or Termination

o Intake Abroad may impose limits on the Intake Abroad Solution or terminate or restrict your access to parts or all of the Intake Abroad Solution without liability. Where feasible, Intake Abroad will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Intake Abroad will have no liability whatsoever for its failure to provide such notice to you.

o Intake Abroad reserves the right to revoke your access to the Intake Abroad Solution for any abusive conduct or fraudulent use of the Intake Abroad Solution and to cease the Intake Abroad Solution temporarily or permanently, if your use of the Intake Abroad Solution constitutes, in Intake Abroad’s sole discretion, a threat to Intake Abroad or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.

o Without limiting other remedies, Intake Abroad may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Intake Abroad Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Intake Abroad is unable to verify or authenticate any information you provides; or (c) Intake Abroad believes that your actions may cause financial loss or legal liability for you, Intake Abroad Partners, other users or Intake Abroad. The above-described actions are not Intake Abroad’s exclusive remedies and Intake Abroad may take any other legal, equitable or technical action it deems appropriate in the circumstances. Intake Abroad will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

• Investigations

o Intake Abroad reserves the right to investigate suspected violations of this Agreement.

o You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) Intake Abroad Partners investigating academic fraud or other misdemeanours, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable Intake Abroad to enforce the terms and conditions of this Agreement.

10. Your Obligation to Report Errors

You will promptly and accurately report to Intake Abroad any actual or apparent errors, problems, nonconformities or other difficulties with the Intake Abroad Solution, along with any other information reasonably requested by Intake Abroad to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Intake Abroad for the purposes of Intake Abroad’s internal use to improve the Intake Abroad Solution or other Intake Abroad products or services.

11. Submissions

• Any suggestions, bug reports or other communications respecting the functionality of the Intake Abroad Solution or Intake Abroad’s website that you transmit to Intake Abroad by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by Intake Abroad or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the Intake Abroad Solution or otherwise.

• You hereby grant Intake Abroad, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the Intake Abroad Solution. This provision does not apply to Personal Information that is subject to Intake Abroad’s Privacy Policy.

12. Fees, Payment and Taxes

• Fees

o You will pay all applicable fees in connection with the Intake Abroad Solution, as set forth in Intake Abroad’s standard price list, as set forth on Intake Abroad’s website or as otherwise provided to you. Fees are quoted and payable in Canadian dollars for Canadian related Applications and USD U.S. related Applications.

o Intake Abroad may require you to pay an Application processing deposit depending on the country from which you are applying, other characteristics applicable to applicants, and the related likelihood of an Application being successful due to Governmental or Regulatory Authority visa approvals. The details regarding the Application processing deposit and countries to which it will apply may be viewed on the Intake Abroad website, and may be changed by Intake Abroad from time to time. The situations where an Application processing deposit is refundable and situations where an Application processing deposit will NOT be returned to you are set out on the Intake Abroad Website. THE SITUATIONS WHERE AN APPLICATION PROCESSING DEPOSIT WILL NOT BE RETURNED TO YOU INCLUDE THE FOLLOWING SITUATIONS, IF: (A) YOU FAIL TO PROVIDE THE REQUIRED DOCUMENTS TO PROCESS THE APPLICATION; (B) YOUR VISA APPLICATION IS REJECTED; OR (C) YOU CANCEL YOUR APPLICATION BEFORE AN ADMISSION DECISION IS RECEIVED.

o Certain fees charged by Intake Abroad under this Agreement are set by Intake Abroad Partners or other third parties, and Intake Abroad has no control over the fee amount, but simply remits such fee directly to the applicable Intake Abroad Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.

o Intake Abroad reserves the right to modify such fees, upon reasonable notice, which may be performed by updating Intake Abroad’s standard price list, as set forth on Intake Abroad’s website.

o Your use of the Intake Abroad Solution following such changes constitutes your acceptance of any new or increased charges.

• Fee Payment

o Where you pay fees by means of a credit card, you authorize Intake Abroad or its third-party payment processor to automatically charge you for any and all fees incurred by you for Intake Abroad Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.

o The foregoing will not limit Intake Abroad’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by Intake Abroad, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.

o Without limiting the foregoing, Intake Abroad reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.

• Interest on Late Payments

o In addition to any other rights and remedies available to Intake Abroad, Intake Abroad will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.

• Taxes

o You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on the net income of Intake Abroad. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Intake Abroad Solution, the execution of this Agreement or otherwise.

o If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due will automatically be increased to offset such tax, so that the amount actually remitted to Intake Abroad will equal the amount due.

o You will promptly furnish Intake Abroad with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

13. Confidential Information

• You must keep the terms of this Agreement and all information provided by Intake Abroad confidential, except to the extent required to perform the Recruitment Services.

• You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.

• At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:

o you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without the knowledge and express written consent of Intake Abroad;

o you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with the knowledge and express written consent of Intake Abroad; and

o you will advise Intake Abroad immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.

• Subject to Intake Abroad’s ability to disclose Your Data as permitted under this Agreement, Intake Abroad will use reasonable commercial endeavours to safeguard Your Data and keep it confidential, while Your Data is in Intake Abroad’s control, including implementing organisational and technical measures to protect your Personal Information. Intake Abroad may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable Intake Abroad to fulfil its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.

• The non¬disclosure obligations under this Agreement will not apply to information which a Party can establish:

o is, or becomes, readily available to the public other than through a breach of this Agreement;

o was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;

o was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or

o was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.

• You will immediately return to Intake Abroad all Confidential Information which is in your possession or control upon the earlier of a request by Intake Abroad or the termination of this Agreement (whether voluntary or involuntary).

• Damages may not be an adequate remedy to compensate Intake Abroad for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, Intake Abroad will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.

14. Intellectual Property The Intake Abroad Solution is owned by Intake Abroad or its third-party licensors, who retain all right, title and interest therein. The Intake Abroad Solution is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Intake Abroad Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Intake Abroad Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to Intake Abroad or its third-party licensors.

21. Contact Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Intake Abroad or its business, should be directed to Intake Abroad at: