AGREEMENT BETWEEN YOU AND ACADLY INC

Last Updated Date: February 25, 2021 Please refer to our purchase terms for "Acadly Here" here. PLEASE READ THIS TERMS OF USE AGREEMENT (THE 'TERMS') CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OR APPS OF ACADLY INC ('ACADLY INC') WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE 'WEBSITE') IN ANY WAY, INCLUDING USING THE SERVICES ENABLED VIA THE WEBSITE (THE 'SERVICES') BY ACADLY INC OR USERS OF THE SITE ('USERS'), CLICKING THE 'I ACCEPT' CHECK BOX, OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES. The Services include, but are not limited to: 1. Acadly, a learning management system that professors from various universities ("Admins") may subscribe to and provide to their colleagues ("Instructors" and "TAs") and students ('Students' or 'Learners') in connection with courses (each, a 'Course'). ACADLY INC, through Acadly, provides an account that enables a designated User to manage the Services, manage Learner, Instructor and TA access to the Services. 'User' means any user of the Services, including Admins, Learners, Instructors and TAs. 2. Acadly Here, an attendance automation platform that anyone may subscribe to as an "Admin", create "Groups", add "Members" to these "Groups", and detect/ register their presence or proximity to the "Admin". PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY ACADLY INC IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, ACADLY INC will make a new copy of the Terms available at the Website. We will also update the 'Last Updated' date at the top of the Terms. If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing User. ACADLY INC may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. I - USE OF THE SERVICES AND ACADLY INC PROPERTIES. The Website, the Services, and the information and content made available ('Content') by ACADLY INC on the Website and in the Services (collectively, the 'ACADLY INC Properties') are protected by copyright laws throughout the world. Subject to the Terms, ACADLY INC grants you a limited license to use portions of the ACADLY INC Properties for the sole purpose of using the Services for your personal purposes or your educational purposes. I(a) - APPLICATION LICENSE. ACADLY INC also provides mobile applications ('Applications'/'Apps') for use with the Services. Your use of Applications is governed by the End User License Agreement that accompanies the Applications in the marketplace where you download it. I(b) - APP STORE, PLAY STORE EULA ADDENDUM - PARTIES. This Mobile Application EULA Addendum is between you and ACADLY INC only, and not Apple or Google. ACADLY INC, not Apple or Google, is solely responsible for the ACADLY INC iOS/Android Apps and their content, with ACADLY INC's and your responsibility governed under the rules of this agreement. I(c) - APP STORE, PLAY STORE EULA ADDENDUM - LIMITED LICENSE. ACADLY INC grants you a limited, non-exclusive, non-transferable, revocable license to use the ACADLY INC iOS/Android Apps for your personal, non-commercial purposes. You may only use the ACADLY INC iOS Apps on an iPhone, iPod Touch, iPad, or other Apple device that you own or control and as permitted by the Apple App Store Terms of Service. Similarly, You may only use the ACADLY INC Android Apps on Android enables phones and tablets that you own or control and as permitted by the Google Play Store Terms of Service. I(d) - APP STORE, PLAY STORE EULA ADDENDUM - MAINTENANCE AND SUPPORT. Because the ACADLY INC iOS/Android Apps are free to download and use, ACADLY INC does not guarantee any maintenance or support for them unless otherwise stated in the ACADLY INC Purchase Terms. To the extent that any maintenance or support is required by applicable law, ACADLY INC, not Apple or Google, shall be obligated to furnish any such maintenance or support. I(e) - APP STORE, PLAY STORE EULA ADDENDUM - WARRANTY. The ACADLY INC iOS/Android Apps are provided for free on an "as is" basis. As such, ACADLY INC disclaims all warranties about the ACADLY INC iOS/Android Apps to the fullest extent permitted by law. To the extent any warranty exists under law that cannot be disclaimed, ACADLY INC, not Apple or Google, shall be solely responsible for such warranty. I(f) - APP STORE, PLAY STORE EULA ADDENDUM - PRODUCT CLAIMS. ACADLY INC does not make any warranties concerning the ACADLY INC iOS/Android apps. To the extent you have any claims arising from or relating to your use of ACADLY INC's iOS/Android apps, ACADLY INC, not Apple or Google, is responsible for addressing such claims, which may include but are not limited to (i) any product liability claim, (ii) any claim that ACADLY INC iOS/Android apps fail to conform to any legal or regulatory requirement, and (iii) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed as an admission that you may have such claims. I(g) - APP STORE, PLAY STORE EULA ADDENDUM - INTELLECTUAL PROPERTY RIGHTS. To the extent ACADLY INC is required to provide indemnification by applicable law, ACADLY INC, not Apple or Google, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the ACADLY INC iOS/Android Apps or your use of it infringes any third party intellectual property right. I(h) - APP STORE, PLAY STORE EULA ADDENDUM - LEGAL COMPLIANCE. You represent and warrant that you aren't located in a country that's subject to a U.S. government embargo, designated as a "terrorist supporting" country by the U.S. government, and that you aren't on any U.S. government lists of prohibited or restricted parties. I(i) - APP STORE, PLAY STORE EULA ADDENDUM - THIRD PARTY TERMS OF AGREEMENT. You must comply with applicable third party terms of agreement when using this Application (e.g. your wireless data service agreement). Your right to use ACADLY INC's iOS/Android applications will terminate immediately if you violate any provision of this Agreement. Apple or Google have no obligation whatsoever to furnish any maintenance and support services with respect to ACADLY INC's iOS/Android applications. I(j) - APP STORE, PLAY STORE EULA ADDENDUM - THIRD PARTY BENEFICIARY. Apple and Google are third party beneficiaries of this Agreement, and, upon your acceptance, such third party beneficiaries will have the right (and will be deemed to have accepted the right) to enforce this agreement against you. I(k) - RESTRICTIONS. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the ACADLY INC Properties, (b) you shall not use framing techniques to enclose any trademark, logo, or other ACADLY INC Properties; (c) you shall not use any metatags or other 'hidden text' using ACADLY INC's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the ACADLY INC Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to 'scrape' or download data from any web pages contained in the Website; (f) except as expressly stated herein, no part of the ACADLY INC Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the ACADLY INC Properties. Any future release, update or other addition to the ACADLY INC Properties shall be subject to the Terms. ACADLY INC, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the ACADLY INC Properties terminates the licenses granted by ACADLY INC pursuant to the Terms. II - REGISTRATION. In order to access certain features of the ACADLY INC Properties you must create an account ('Account') by providing necessary information when registering ('Registration Data') and accept the Terms. II(a) - REGISTRATION DATA. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the Registration Data to keep it true, current, and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify ACADLY INC immediately of any unauthorized use of your password or any other breach of security. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the ACADLY INC Properties if you have been previously removed by ACADLY INC, or if you have been previously banned from any of the ACADLY INC Properties. II(b) - NECESSARY EQUIPMENT AND SOFTWARE. You must provide all equipment and software necessary to connect to the ACADLY INC Properties, including but not limited to, a mobile device that is suitable to connect with and use the Application. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the ACADLY INC Properties. III - RESPONSIBILITY OF CONTENT. III(a) - TYPES OF CONTENT. You acknowledge that all Content, including the ACADLY INC Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not ACADLY INC, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ('Make Available') through the ACADLY INC Properties ('Your Content'). Other Users of the ACADLY INC Properties, and not ACADLY INC, are similarly responsible for all Content such other Users Make Available through the ACADLY INC Properties ('User Content'). III(b) - NO OBLIGATION TO PRE-SCREEN CONTENT. You acknowledge that ACADLY INC has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although ACADLY INC reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, including the User Code of Conduct set forth in Section IV(d) hereof, and/or (3) otherwise creates liability for ACADLY INC. IV - OWNERSHIP. IV(a) - ACADLY INC PROPERTIES. Except with respect to Your Content and User Content, you agree that ACADLY INC and its suppliers own all rights, title and interest in the ACADLY INC Properties. ACADLY INC's name and other related graphics, logos, service marks and trade names used on or in connection with the ACADLY INC Properties are the trademarks of ACADLY INC and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the ACADLY INC Properties are the property of their respective owners. IV(b) - YOUR CONTENT. Your Content shall at all times remain your sole property and you agree that you have no right, title or interest in or to any other Content that appears on or in the ACADLY INC Properties. You represent that you have all necessary right, power and authority to post Your Content to the ACADLY INC Properties. ACADLY INC agrees to not use Your Content without your explicit permission. IV(c) - YOUR ACCOUNT. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the ACADLY INC Properties, you hereby expressly permit ACADLY INC to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content. IV(d) - USER CODE OF CONDUCT. As a condition of use, you agree not to use the ACADLY INC Properties for any purpose that is prohibited by the Terms or by applicable law. Do not post, or permit others to post, content on the ACADLY INC Properties or on in your courses that (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene, vulgar, pornographic, or libelous material; (v) harms or impersonates others, including other Users; or (vi) advertises or sells a product or service. Do not reproduce content from your Course or other Learners, Instructors, and TAs unless allowed by the express copyright terms laid out by them (e.g. Creative Commons). Do not share the solutions to assignments with others unless this is expressly authorized by the Course Admin or Instructors. Do not submit the work of others as your own work. Respect the privacy of other Users. Respect the diversity of opinions and cultures that will be presented by other Users. Do not attempt or engage in, any potentially harmful acts that are directed against the ACADLY INC Properties, including but not limited to violating or attempting to violate any security features of the ACADLY INC Properties, introducing viruses, worms, or similar harmful code into the ACADLY INC Properties, or interfering or attempting to interfere with use of the ACADLY INC Properties by any other user, host or network, including by means of overloading, 'flooding,' 'spamming,' 'mail bombing,' or 'crashing' the ACADLY INC Properties. If you believe that someone has violated this code of conduct, begin by notifying the Admin of the Course. If the issue is not addressed by the Admin to your satisfaction, contact contact@acadly.com with your concerns. IV(v) - FEEDBACK. You agree that submission of any ideas, suggestions, documents, and/or proposals to ACADLY INC through its suggestion, feedback, wiki, forum or similar pages ('Feedback') is at your own risk and that ACADLY INC has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to ACADLY INC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the ACADLY INC Properties. V - INVESTIGATIONS. ACADLY INC may, but is not obligated to, monitor or review the ACADLY INC Properties and Content at any time. Without limiting the foregoing, ACADLY INC shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although ACADLY INC does not generally monitor user activity occurring in connection with the ACADLY INC Properties, if ACADLY INC becomes aware of any possible violations by you of any provision of the Terms, ACADLY INC reserves the right to investigate such violations, and ACADLY INC may, at its sole discretion, terminate your license to use the ACADLY INC Properties, or change, alter or remove Your Content, in whole or in part. VI - INTERACTIONS WITH OTHER USERS. VI(a) - USER RESPONSIBILITY. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that ACADLY INC reserves the right, but has no obligation, to intercede in disputes among Users. You agree that ACADLY INC will not be responsible for any liabilities incurred as the result of such interaction. VI(b) - CONTENT PROVIDED BY OTHER USERS. The ACADLY INC Properties may contain User Content provided by other Users. ACADLY INC is not responsible for and does not control User Content. ACADLY INC has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. VII - THIRD-PARTY WEBSITES. VII(a) - THIRD-PARTY WEBSITES. The ACADLY INC Properties may contain links to third-party websites ('Third-Party Websites'). When you click on a link to a Third-Party Website, we will not warn you that you have left the ACADLY INC Properties and are subject to separate terms and conditions or privacy policies. Such Third-Party Websites are not under the control of ACADLY INC. ACADLY INC is not responsible for any Third-Party Websites and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party. VII(b) - APP STORES. You acknowledge and agree that the availability of the Application and the Services is dependent on the third-party from which you received the Application, e.g., the Apple or Android app stores. VIII - INDEMNIFICATION. You agree to indemnify, defend, and hold ACADLY INC, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the ACADLY INC Parties') harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the ACADLY INC Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. ACADLY INC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ACADLY INC in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the ACADLY INC Properties. IX - DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE ACADLY INC PROPERTIES IS AT YOUR SOLE RISK, AND THE ACADLY INC PROPERTIES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITH ALL FAULTS. ACADLY INC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ACADLY INC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE ACADLY INC PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE ACADLY INC PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ACADLY INC PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE ACADLY INC PROPERTIES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE ACADLY INC PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE ACADLY INC PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ACADLY INC MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACADLY INC OR THROUGH THE ACADLY INC PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. X - LIMITATION OF LIABILITY. X(a) - DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ACADLY INC PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACADLY INC PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ACADLY INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE ACADLY INC PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE ACADLY INC PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE ACADLY INC PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON ACADLY INC PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE ACADLY INC PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. X(b) - CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL ACADLY INC PARTIES BE LIABLE TO YOU FOR MORE THAN THE ANY AMOUNTS RECEIVED BY ACADLY INC AS A RESULT OF YOUR USE OF THE ACADLY INC PROPERTIES IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID ACADLY INC ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, ACADLY INC'S SOLE AND EXCLUSIVE LIABILITY SHALL BE FIFTY DOLLARS ($50). X(c) - ACADLY INC PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. X(d) - NO LIABILITY FOR CONDUCT OF THIRD PARTIES OR OTHER USERS. YOU ACKNOWLEDGE AND AGREE THAT ACADLY INC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ACADLY INC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE ACADLY INC PROPERTIES. YOU UNDERSTAND THAT ACADLY INC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE ACADLY INC PROPERTIES. X(e) - BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACADLY INC AND YOU. XI - PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is ACADLY INC's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to ACADLY INC by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the ACADLY INC Properties in a way that constitutes copyright infringement, please provide us with the following information at contact@acadly.com: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the ACADLY INC Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. XII - TERM AND TERMINATION. XII(a) - TERM. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the ACADLY INC Properties, unless terminated earlier in accordance with the Terms. XII(b) - TERMINATION OF SERVICES BY ACADLY INC. If you have breached any provision of the Terms, or if ACADLY INC is required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful), ACADLY INC has the right to suspend or terminate any Services provided to you or to delete any of Your Content. You agree that all terminations for cause shall be made in ACADLY INC's sole discretion and that ACADLY INC shall not be liable to you or any third-party for any termination of your Account. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. ACADLY INC will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. XIII - GENERAL PROVISIONS. XIII(a) - ELECTRONIC COMMUNICATIONS. The communications between you and ACADLY INC use electronic means, whether you visit the ACADLY INC Properties or send ACADLY INC e-mails, or whether ACADLY INC posts notices on the ACADLY INC Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from ACADLY INC in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ACADLY INC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights you may have. XIII(b) - RELEASE. You hereby release ACADLY INC Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the ACADLY INC Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, 'A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.' XIII(c) - ASSIGNMENT. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without ACADLY INC's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ACADLY INC may assign its rights and obligations under these Terms to a third party without your consent. XIII(d) - FORCE MAJEURE. ACADLY INC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. XIII(e) - COMPLIANCE. If you believe that ACADLY INC has not adhered to the Terms, please contact ACADLY INC by emailing us at contact@acadly.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. XIII(f) - GOVERNING LAW; JURISDICTION. Unless otherwise required by applicable law, the Terms and any action related thereto will be governed and interpreted by and under the laws of Delaware, United States without giving effect to any conflicts of law principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. Any claim, dispute, or action arising, directly or indirectly, to the Terms shall be litigated in the Dover, Delaware and the parties hereto agree to submit to the personal jurisdiction of such courts. XIII(g) - NOTICE. Where ACADLY INC requires that you provide an e-mail address to access certain features of the ACADLY INC Properties, you are responsible for providing ACADLY INC with your most current e-mail address. In the event that the last e-mail address you provided to ACADLY INC is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, ACADLY INC's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to ACADLY INC at the following address: 106/106, Vijay Path, Mansarovar, Jaipur, Rajasthan - 302020, India. Such notice shall be deemed given when received by ACADLY INC by letter delivered by internationally recognized delivery service or first class postage prepaid mail at the above address. XIII(h) - WAIVER. Any waiver or failure by ACADLY INC to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. XIII(i) SEVERABILITY. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. XIII(j) - ENTIRE AGREEMENT. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

ACADLY INC CONTACT Acadly Inc 8, The Green STE A, Dover, DE - 19901 United States Email: contact@acadly.com