TERMS OF USE

Effective Date: June 20, 2020

ClickVerse LLC DBA STUDYPARTNERS DOT US ("SP", "we", or "us") operates the website located at https://www.StudyPartners.us (the "Website") and related application programming interfaces, mobile applications and online services, including, but not limited to, user-generated and SP-included study partners, the Extractor feature, multiple testing modes, printable worksheets, and other services (hereinafter collectively our "Services"). This Website is made available for your personal and commercial use. You may use this Website to sell a service, namely study partners, and must submit your commercial study partners through Enroll Data.

BEFORE USING THIS WEBSITE, PLEASE READ THE TERMS OF USE SET FORTH BELOW. BY BY SIGNING UP FOR, ACCESSING, BROWSING, OR USING THE WEBSITE YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE AND PRIVACY POLICY AND ANY ADDITIONAL PROGRAMS (AS DEFINED BELOW) (COLLECTIVELY, THE "TERMS"). IF YOU FIND THE TERMS TO BE UNACCEPTABLE, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS WEBSITE.

No Representations Or Warranties

The services provided on this Website and the content, information, documents, graphics and images published at this Website could include inaccuracies, typographical errors or other errors. Although we monitor the content of featured study partners and provide a feedback button for users to report inaccurate information, we cannot guarantee all content contained in this Website is accurate and free from errors. Furthermore, we reserve the right to temporarily, or permanently, modify, alter, discontinue or delete the same without prior notice. Consequently,

TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THIS Website ARE PROVIDED "AS IS," AND WITHOUT WARRANTY, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES.

The information that StudyPartners.us obtains through your use of our Website is subject to our Privacy Policy. That privacy policy contains terms and conditions that govern our collection and use of the information you provide us and our respective rights relative to that information. Please review our Privacy Policy before you use our Website. Your use of our Website indicates an agreement to our Privacy Policy.

Usage of Services

THIS WEBSITE IS NOT AVAILABLE TO ANY PERSONS UNDER THE AGE OF 13 WHOSE MEMBERSHIP AND/OR REGISTRATION HAS NOT BEEN APPROVED BY A LEGAL PARENT OR GUARDIAN (OR, FOR SCHOOL ACCOUNTS, BY SCHOOL PERSONNEL AS PERMITTED UNDER THE TERMS).

By clicking the "I Agree" checkbox or by otherwise using or signing up for an account for the Services, you represent that (i) you are a US resident at least 13 years of age, or (ii) you are not a US resident, and are of legal age of consent to open an account under the laws of your country of residence, or (iii) your use of the Services has been approved by your parent or legal guardian, or by your school or teacher for school use. You also represent that your registration and your use of the Services is in compliance with any and all applicable laws.

If you are under the age of 13, you may not create or register an account for the Services without consent and approval from your legal parent or guardian, or from your school as provided by any applicable laws and regulations binding for your geographic location. If you are under the age of 18, you represent that your parent or legal guardian has reviewed and agreed to the Terms on your behalf.

Confidentiality & Security

Your confidential use of this site cannot be guaranteed by us. We shall not be responsible for any harm that you or any person may suffer as a result of a breach of confidentiality in respect to your use of this Website. If you are concerned about the confidentiality of user records and reports on our Website, please utilize several of our built-in safety-measures to assist in keeping user records anonymous.

You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. For group accounts (any membership plan that is not for an individual), the administrator account holder agrees to accept responsibility for how information is shared with all users in the plan, namely, how and what activities, reports, user information, and user-generated study partners are shared with the users in your plan. You agree that the information you provide to the Website will be true, accurate, current, and complete. If you believe that your account is no longer secure, then you agree to immediately notify us at support@studypartners.us. You may be liable for the losses incurred by our Website or others due to any unauthorized use of your user account.

Furthermore, if you are the administrative user (the primary user account used to make payments and setup any group plan) and you create or add users to your plan who are under the age of 18, students of your school or institution, and/or unable to agree to these Terms without your consent ("Child Users); then you assume sole responsibility (and hereby agree that SP is not responsible for) for providing appropriate notices and disclosures as required by law prior to adding Child Users to any SP memberships, plans, or Services.

Limitation of Damages

IN NO EVENT WILL WE, OUR OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS.

Claims of Copyright Infringement

We respect the intellectual property of others and may, in appropriate circumstances and at our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that any material on this Website infringes on any copyright which you own or control, or that any link on this Website directs you to another Web site that contains material that infringes on any copyright which you own or control, you may file a notification of such infringement to support@studypartners.us to have the material removed or otherwise blocked from access.

Indemnification

YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS AND AFFILIATES, SUCCESSORS AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE DUE TO, OR THAT ARISE FROM YOUR USE OR MISUSE OF THIS SITE, ANY SERVICES THEREIN, OR FOR INFRINGEMENT BY YOU OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT OF ANY THIRD PARTY. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.

Governing Laws in Case of Dispute

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN. YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN CLARK COUNTY, NEVADA, USA, AND YOU SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS.

International Use

We operate the Services in the United States. If you choose to access our Services from locations outside the United States, you consent to the collection, transmission, use, storage and processing of content and data (including your personal information) in the United States. You also agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18, you confirm that you have received parental consent, if required in your jurisdiction, to signup for or use the Service and enter into these Terms. We do not represent that our Services are appropriate or available for use in jurisdictions outside the United States. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render SP in violation of any applicable laws or regulations.

Integration; Severability; General

These Terms of Use incorporate by reference any notices contained on this Website and constitute the entire agreement with respect to your access to and use of this Website. We may modify these Terms of Use at any time by posting revised Terms of Use on our Website and your continuing use of such Website and the Services constitutes your agreement to be bound by such modified Terms of Use. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from these Terms of Use in that jurisdiction without in any way invalidating the remaining provisions of these Terms of Use. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.