Last updated on: February 25, 2021

These "Commercial Terms" apply to our commercial transactions with you, including your purchase of any Acadly Here Paid Service from us (ACADLY INC), or the acquisition or redemption of any Promotional Codes or "Credits" (as those terms are defined below). We refer to any Acadly Here Service for which we charge a fee, including Acadly Here Bronze, Acadly Here Silver, Acadly Here Gold, Acadly Here Platinum, and Acadly Here Enterprise as a "Paid Service."

If you are an Acadly Here Bronze, Acadly Here Silver, Acadly Here Gold, or Acadly Here Platinum subscriber, you are both the Account Holder and End User of an ACADLY INC service account.

If you use Acadly Here Enterprise, the Account Holder is the Customer who has contracted with ACADLY INC, as defined in our ACADLY INC Business Agreement, and the End Users are the individuals whose user accounts are linked to that Acadly Here Enterprise account.

You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a contract between you and ACADLY INC or its affiliate from which you are purchasing the Paid Service or from which you are acquiring or redeeming any Acadly Here Promotional Codes or Acadly Here Credits (we refer to these collectively as a "Commercial Transaction"). By purchasing a Paid Service, or obtaining any Acadly Here Promotional Codes or Acadly Here Credits, you agree to be legally bound by these Commercial Terms.

If you do not agree to the Commercial Terms, then you can decide not to complete a Commercial Transaction.

You agree to receive electronically all communications, agreements, and notices that we provide in connection with any ACADLY INC product or service ("Communications"), including by e-mail, text, in-app notifications, or by posting them on the ACADLY INC website or through any ACADLY INC service or product. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

We may update these Commercial Terms from time to time. Please be sure to review these Commercial Terms before you finalize any Commercial Transaction.

PAYMENT OF FEES; TAXES

When you elect to purchase a Paid Service from us or any third party reseller and enter a form of payment, you agree that: (i) you will fulfill your obligation to pay for the Paid Service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Paid Service using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Product you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.

You agree to pay the charges for the Paid Service in the currency specified by ACADLY INC (or any reseller or payment processor from which you may purchase the Paid Service) when you enter into the Commercial Transaction, and you assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Paid Service may include certain other taxes or delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other such charge. The receipt provided to you reflecting your purchase includes GST (if applicable) which is charged based on your location. If you intend to use the Service for business purposes and would like documentation indicating the exact amount of GST paid, please consider subscribing to Acadly Enterprise.

Our prices for a Paid Service do not include any of the third-party fees you incur in connection with using a Paid Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which you may use the Paid Service; you are responsible for selecting and managing these other services, and paying the fees for such services.

CHANGES IN FEES

We may change the price of any Paid Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Paid Service would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Paid Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Paid Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current billing cycle. See "Cancellation" below for information on how to cancel a Paid Service subscription.

AUTORENEWAL

ACADLY INC accepts certain debit and credit cards as payment methods for Paid Services (each, an "Accepted Payment Method"), subject to the procedures and rules contained in these Commercial Terms and any applicable contract with the Accepted Payment Method. Accepted Payment Methods may vary by country or by Paid Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Paid Service will be billed on or near the date of your purchase. If you purchase a Paid Service subscription that renews automatically, such as monthly or annually, you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of your Paid Service subscription, as applicable. See "Cancellation" below for information on how to cancel a Paid Service subscription. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your purchase, and to use the email address submitted by you to provide you with notices and disclosures relating to renewals and recurring charges. If your Paid Service subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), ACADLY INC will process your payment on or near the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information describing what you must do to change your Accepted Payment Method.

PAYING BY INVOICE

ACADLY INC may, in our sole discretion, agree to permit you to pay us for certain Paid Services pursuant to invoices issued by ACADLY INC. Unless otherwise expressly provided in our Separate Agreement with you, we will issue our invoice on or shortly after the date on which the Paid Service is purchased (and on any monthly, annual or other renewal term as described under "Autorenewal," above), and the charges are payable upon your receipt of the invoice. All payments of invoiced amounts must be made in the currency specified on the invoice by check, wire or other electronic transfer to a bank and account number designated by ACADLY INC. Any invoice that remains unpaid thirty (30) days after the invoice date is considered delinquent, unless otherwise mentioned in the our Separate Agreement with you. Any wire transfer fees or other similar fees incurred on account of the payment method selected by you are your responsibility and may not be deducted from the amount due ACADLY INC.

PAYING OUR RESELLER OR PAYMENT PROCESSOR

ACADLY INC may, in our sole discretion, enable you to purchase and/or pay for certain Paid Services through an ACADLY INC-authorized reseller or payment processing firm (including, for example, a telecommunications provider or a mobile app marketplace). Unless otherwise expressly provided in a Separate Agreement with you, your obligation for payment to, and relationship with, such reseller or payment processor is a contractual matter between you and such third-party; ACADLY INC is not a party to, or responsible on account of, such contract. While we select our resellers and payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any reseller or payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a reseller or payment processor, please contact our Customer Support team as promptly as you can. And, if you seek information about any party acting as an ACADLY INC reseller or payment processor before you enter into any agreement with them, please feel free to contact our Customer Support team.

PROMOTIONAL CODES

ACADLY INC may from time to time make available, directly or through a third party, gift cards or promotional codes or coupons that are redeemable for a specified Paid Service for a fixed period of time (individually, a "Promotional Code" and collectively, "Promotional Codes"), or which can be exchanged for Acadly Here Credits, as described in more detail below. We use the term "Promotional Subscription" to describe the specific subscription to a Paid Service obtained with the Promotional Code and the term "Promotional Period" to describe the duration of a Promotional Subscription. A Promotional Code may specify an expiration date ("Expiration Date"), after which such Promotional Code shall be void. ACADLY INC is under no obligation to accept an expired or otherwise invalid or void Promotional Code. Promotional Codes have no cash value and, except where expressly permitted by ACADLY INC, are non-transferrable. ACADLY INC is under no obligation to provide any compensation in connection with a Promotional Code.

In order to obtain a Promotional Subscription, you must be a registered Account Holder of the Acadly Here Service and use the registration or redemption process, and satisfy any eligibility requirements, established by ACADLY INC in connection with the Promotional Code. At the conclusion of the Promotional Period, you will be required to pay the then-applicable charges for the Paid Service in order to continue using such Paid Service.

If you are already subscribed to a Paid Service when you receive a Promotional Code, you are still permitted to use the Promotional Code as long as you meet the eligibility requirements. However, since your account already has an active Paid Service subscription, there may be limitations associated with the method of your payment that prevent you from using the Promotional Subscription until your Paid Service subscription has expired. In such cases, you may choose one of the following ways to use the Promotion Code: (1) apply the Promotional Code immediately to receive Acadly Here Credits which, as described below, can later be used to obtain the Promotional Subscription or to obtain other eligible rewards; (2) transfer the code to a friend or family member (if the Promotional Code is transferrable); (3) create an additional Acadly Here Service account for yourself and use the Promotional Code with that account; or (4) wait until after your Paid Service Subscription has expired and your account has transformed to Acadly Here Free/Basic before redeeming the Promotional Code (taking care not to miss the Promotional Code Expiration Date). With some payment methods, we may be able to temporarily pause your Paid Service subscription so that you may immediately take advantage of the Promotional Subscription. In such cases, your Paid Service subscription will automatically re-start after the Promotional Period and, assuming you had previously agreed to auto-renewal of your subscription, your Accepted Payment Method will be charged as you had previously agreed. See "Cancellation" below for information on how to cancel a Paid Service subscription.

Unless you have a separate contract with ACADLY INC permitting you to distribute Acadly Here Credits or Promotional Codes, you are prohibited from selling or otherwise distributing or transferring Acadly Here Credits or Promotional Codes. ACADLY INC reserves the right to invalidate any Acadly Here Credits or Promotional Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to such Acadly Here Credits or Promotional Codes. If a Promotional Code has been distributed to you by a third party (for example, connection with a third-party promotion), ACADLY INC has no responsibility with respect to any third party product or service provided, or any marketing claims or promotional offers made, by the third party. ACADLY INC has no obligation to provide you with any compensation, or to modify the Promotional Subscription or the Promotion Requirements in connection with any Promotional Codes you obtained from a third party that was acting improperly.

ACADLY HERE CREDITS

ACADLY INC may from time to time make available, directly or through a third party, Acadly Here Credits. Acadly Here Credits provide our users enhanced flexibility to customize their Acadly Here experience. Acadly Here Credits may be redeemed to obtain a special feature or promotional item offered by ACADLY INC and indicated as being available for purchase with Acadly Here Credits (a "Points Purchase"). Acadly Here Credits may also be used as tokens or credits in connection with a Promotional Subscription or another eligible promotional event or campaign, subject to the applicable terms therefor (a "Points Swap" and, together with a Points Purchase, the "Points Transactions"). The number of Acadly Here Credits required to consummate Points Transactions shall be determined by ACADLY INC, in our sole discretion, and may change from time to time, without advance notice. The terms and conditions for consummating any Points Transactions are set forth here and may be amended in connection with any particular items available for a Points Purchase or any Points Swap event. Acadly Here Credits awarded to your account may only be redeemed for Points Transactions through your account, and Acadly Here Credits associated with multiple accounts cannot be combined for any Points Transaction, even if those accounts belong to or are controlled by you. You may review the number of Acadly Here Credits in your account by visiting your Account Settings in the Acadly Here apps.

If Acadly Here Credits are issued to you in exchange for a Promotional Code, the number of Acadly Here Credits exchanged shall be sufficient to obtain the Promotional Subscription associated with such Promotional Code. Acadly Here Credits may be issued with an expiration date, after which they are void. Acadly Here Credits obtained in exchange for a Promotional Code that has an Expiration Date will automatically expire and become void either eighteen (18) months after they are applied to your account, or the original Expiration Date of the Promotional Code, whichever is later.

You may apply Acadly Here Credits towards an Acadly Here Paid Service for which an Upgrade Code was intended or, in some cases, apply your Acadly Here Credits toward one or more other valuable products, services or features. Acadly Here Credits have no cash value, cannot be tendered for any cash amount, are non-transferable and may specify an expiration date, after which such Acadly Here Credits are void (but they will not expire prior to the expiration of the Upgrade Code or other item for which they were exchanged). ACADLY INC is under no obligation to accept or provide any compensation on account of any expired Acadly Here Credits. If we have a good faith belief that you have acquired or are attempting to use Acadly Here Credits in a fraudulent manner, we reserve the right to cancel the Acadly Here Credits in question.

If you elect to apply your Acadly Here Credits towards the payment of fees for a Paid Service, you will be required to pay the then-applicable charges for the Paid Service at the conclusion of the Promotional Period in order to continue using the Paid Service. If you are paying for a Paid Service or other subscription at the time you request ACADLY INC to apply Acadly Here Credits for payment of the subscription fees, we will apply your Acadly Here Credits in alternative ways, depending on your method of payment for the current subscription. Depending upon the item purchased with Acadly Here Credits, you may be required to pay separately for GST or similar taxes and other charges incurred in connection with such purchase.

Rewards obtained using Acadly Here Credits are not transferable. If any items you obtain in a Points Purchase are returned to ACADLY INC and a refund is available according to the terms of sale or applicable law, the Acadly Here Credits used as payment for that Points Purchase are returned to your account, subject to any expiration or other applicable terms and conditions associated with the Points Purchase. In no event shall ACADLY INC provide you with any monetary refund for the portion of a purchase paid with Acadly Here Credits. When Acadly Here Credits associated with your account are used in a Points Transaction, you will be deemed by ACADLY INC to have caused that Points Transaction, inasmuch as the username and password for that account are required in order to consummate the Points Transaction. Accordingly, ACADLY INC will not reinstate any Acadly Here Credits once they have been applied, and ACADLY INC shall not have any liability for such use, even where you claim such use was unauthorized.

ACADLY INC does not authorize the use of Acadly Here Credits to obtain any product, service or other items from any party other than Acadly Here, and ACADLY INC shall not provide any third party any compensation or items of value on account of any Acadly Here Credits you may provide to such third party. ACADLY INC reserves the right, from time to time, to impose limitations on the use of Acadly Here Credits including, without limitation, the maximum number of Acadly Here Credits used in Points Transactions in any period of time and the maximum number of Acadly Here Credits that may be accumulated in your Acadly HerE Service account.

ACADLY INC reserves the right to carry out the following actions without notice if we determine that any Acadly Here Credits used in a Points Transaction were fraudulently obtained or invalid: (i) setoff the value of all goods, products or services obtained in such Points Transaction against any amounts payable by ACADLY INC to you; (ii) bill to a credit card account registered to your account or invoice you the value of all goods, products or services obtained in such Points Transaction; and/or (iii) pursue any other method of recovery permissible under law. If you receive an invoice for payment from ACADLY INC on account of the use of any invalid Acadly Here Credits, you agree to pay the required amount promptly within 30 days of receiving such invoice. If your Acadly Here Service account is deactivated or closed, you shall lose all rights relating to the Acadly Here Credits attributed to your account, and you forfeit and waive the right to demand any compensation from ACADLY INC relating to such deactivation or closure.

CHANGES TO PAYMENT METHODS AND ACCOUNT INFORMATION

You are responsible for ensuring that your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time. If you’re an Acadly Here Bronze, Acadly Here Silver, Acadly Here Gold, or Acadly Here Platinum Account Holder, you may log in to your account through the Acadly Here app, and use the Settings page to make the changes. Acadly Here Enterprise Customers may change payment information as described in the Acadly Here Business Agreement.

If you are not the Account Holder but you control the means of payment for a Paid Service account and wish to make any change to the payment method, you must notify us by contacting Customer Support and demonstrating to our satisfaction your control of the payment method used for the Paid Service.

If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any Paid Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Paid Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card.

CANCELLATION OF A PAID SERVICE SUBSCRIPTION

You may elect to cancel a Paid Service at any time. Any cancellation of a Paid Service will be effective as of the end of the then-current billing period and subject to our Refund Policy, except as described below for an upgrade in Paid Service.

If you wish to upgrade your existing Paid Service subscription to a more expensive level of Paid Service, and if you purchased your current Paid Service directly from ACADLY INC (and not from a reseller or payment processor), ACADLY INC will permit you to cancel your existing Paid Service subscription prior to the end of the subscription term. In that event, ACADLY INC will apply the pro-rated balance of your pre-paid subscription fees towards the initial subscription fee for the new Paid Service, provided that no refund will be provided for any amounts in excess of the initial subscription fee for the upgraded Paid Service.

If you purchase your Subscription via an App Provider such as the Google Play Store or the Apple AppStore, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.

If you have purchased a Paid Service from a reseller or payment processor, you may be required to contact the reseller or payment processor to process your cancellation request, as ACADLY INC may have no ability to process the cancellation for you. Please note that this is the case even where you are upgrading from one Paid Service to a new Paid Service.

If you desire to cancel your subscription for the Acadly Here Paid service as of the end of the current billing period, you may do so by logging into your account through the Acadly Here app. An Acadly Here Enterprise account is only terminable according to the terms of your Acadly Here Enterprise agreement. If you are taking part in any trial period offer that enables you to use a Paid Service without charge, and that trial period converts into a Paid Service upon the expiration of the trial period, you must cancel the Paid Service prior to the end of the trial period in order to avoid incurring the charges for the Paid Service. If you are taking part in any trial period and you use more Acadly Here Enterprise account seats than the maximum permitted without charge during such trial period, you will be charged for such excess seats.

If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a current Paid Service subscription for such individual or entity, you must notify us, identify the account in question and request cancellation of the Paid Service. We will cancel the Paid Service subscription if you demonstrate to our satisfaction your legal authority to act and be legally responsible for such individual or entity and your ability to validate the details of the payment method used for such Paid Service.

We may cancel any Paid Service subscription you have purchased if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to these Commercial Terms or any agreement with a third-party reseller or payment processor. A failure to pay occurs in any situation where ACADLY INC has not received timely payment, including where any credit card issuer or payer bank refuses to transmit the funds that are then due, or the reseller or payment processor you have contracted with notifies us of your failure to pay. We may, in our discretion, elect not to cancel a Paid Service subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Paid Service, we may elect to suspend your rights to use that Paid Service or we may change the type of privileges you have to a non-paid version of the service (e.g., changing from Acadly Here Bronze to Acadly Here Free/ Basic). We will endeavor to provide you notice promptly after any failure to make a payment to us in full and on time, but we are not obligated to do so.

COSTS OF COLLECTION; CREDIT CARD CHARGEBACKS

In addition to the published fees for a Paid Service, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.

If you purchase a Paid Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, ACADLY INC is charged a fee that may be a significant multiple of the amount we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to add additional Content to your ACADLY INC service account until such time as you reimburse us the amount of the fee we were charged by the card issuer.

In the event of a conflict, the English language version shall govern.