Business Terms of Use

These Terms of Use (“Terms of Use”) including those additional terms outlined in the sections below may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, the “Terms”) are entered into by and between you and StellarOne a limited liability company (“StellarOne”, “we”, “our” or “us”). For purposes of these Terms, “you” includes, individually and collectively, any individual you (the user or the user’s entity or organization) permit to visit, view, use, or access the Platform under your Plan. To the extent that you have entered into another written agreement with StellarOne that contains terms that directly conflict with any of these Terms, then the conflicted terms set forth in such other agreement will control.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Platform, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order or other agreement incorporating these Terms, that you have read, understand, and agree to be bound by these Terms, irrespective of whether you are a guest or a registered user of the Platform.

Note to children under 13 years of age: Individuals under the age of 13 are not permitted to use the Platform and Tutoring Services until their parent or legal guardian provides verifiable consent to CompanyName.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN YOU AND StellarOne ARE SUBJECT TO BINDING ARBITRATION AND CONTAINS A WAIVER OF CLASS AND COLLECTIVE ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.

PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY. WHEN YOU EXECUTE THIS AGREEMENT, YOU WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. BY CLICKING ON “I AGREE TO THE USER AGREEMENT AND PRIVACY POLICY” AND REGISTERING FOR A USER ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE ARBITRATION AND CLASS ACTION PROVISIONS AND VIDEO RECORDING PROVISIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK “ACCEPT” OR ENGAGE IN ANY TUTORING SERVICES.

IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM. StellarOne’S ALLOWANCE OF YOUR USE AND ACCESS TO THE PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS.

2.1. These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.

2.2. In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

3.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

3.1.1. "Writing", and any cognate expression, includes a reference to any communication affected by electronic or facsimile transmission or similar means;

3.1.2. Statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

3.1.3. "These Terms and Conditions" is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

3.1.4. A Schedule is a schedule to these Terms and Conditions; and

3.1.5. Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

3.1.6. A "Party" or the "Parties" refer to the parties to these Terms and Conditions.

3.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

3.3 Words imparting the singular number shall include the plural and vice versa.

3.4 References to any gender shall include the other gender.

Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Platform is subject to our privacy policy found at URL of Privacy Policy (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Platform in accordance with our Privacy Policy solely in furtherance of providing services to you and improving the Platform.

StellarOne is a Marketplace Provider. You acknowledge that Tutors are independent contractors operating an independent business enterprise who use the Platform to offer and provide Tutoring Services to Students. Student acknowledges and agrees that StellarOne has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by Tutor, including any work or services that any individual affiliated with the Tutor may provide, either as an employee, independent contractor, or otherwise. Student further represents, acknowledges, and warrants that throughout the Term it shall at all times treat Tutor as independent contractors and that Student will take no action that is inconsistent with such classification.

5.1 Student acknowledges that StellarOne is not an employer of, or joint employer or integrated or single enterprise with any Tutor or Student. StellarOne is not responsible for the performance or non-performance of any Tutor or Student. Each Tutor is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates and agents. Each Student is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates, and agents. StellarOne is under no obligation to ensure any Session is completed to Student’s satisfaction.

5.2 Student acknowledges that Tutor is, and shall at all times be and remain, an independent contractor providing services to identified Students utilizing the StellarOne platform. Nothing in this Agreement or otherwise shall be construed as identifying Tutor, Student, or their personnel or representatives as an employee, agent, or legal representative of StellarOne or any of StellarOne’s related or affiliated entities for any purpose, and Student and Tutor and any respective representatives shall not hold themselves out as employees of StellarOne in any capacity.

5.3 Student is not to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of StellarOne or any of StellarOne’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of StellarOne or any of StellarOne’s related or affiliated entities regarding any matter, except as expressly authorized in this Agreement or in another writing signed by an authorized officer of StellarOne. Further, Student shall not use StellarOne’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without the prior written approval of StellarOne.

5.4 Student understands that, except as otherwise specifically agreed between Student and Tutor, Tutor will provide all equipment, tools, materials, and labor that he or she needs to perform the Tutoring Services agreed to with Student and that StellarOne will provide no equipment, tools, materials, or labor that may be needed to perform the Tutoring Services under this Agreement. StellarOne will, however, provide both Student and Tutor with access to the Platform to facilitate access to available, optional support resources and materials, if Student so chooses.

5.5 Tutor is solely responsible for scheduling the timing of Tutoring Services and agrees to do as consistent with the Student’s scheduling requirements. Student agrees and understands that StellarOne plays no role in scheduling or delivery of Tutoring Services.

5.6 Student understands and agrees that Tutor is solely responsible for determining how Tutoring Services will be completed, as well as the preparation and additional work necessary to properly perform Tutoring Services to the satisfaction of Student.

5.7 Student understands that Tutor may hire employees or engage contractors or subcontractors (at his or her sole expense) to assist with providing the Tutoring Services; however, Tutor’s employees or subcontractors may not be used to deliver Tutoring Services on behalf of Tutor without the express written permission of Student. Student understands and acknowledges that Tutor acknowledges that they remain solely and exclusively responsible for the timely provision of the Tutoring Services to meet Student’s requirements and specifications.

5.8 Student understands and acknowledges that Tutor shall remain responsible for and shall pay all operational costs, expenses, and disbursements relating to operating Tutor’s business (including the activities of any employees or subcontractors) and the provision of the Tutoring Services under this Agreement.

To access the Platform, you may be asked to provide certain information to help us create and maintain a StellarOne account for you. As such, it is a condition of your use of the Platform that all information you provide is correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Except as expressly provided herein, you may not transfer your account to any other person and you may not use anyone else’s account at any time. In cases where you have nevertheless authorized or registered another person to use your account or Plan, or where you have acted negligently in safeguarding your account as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Platform via your account, (ii) controlling the person’s access to and use of the Platform, and (iii) the consequences of any use or misuse by such person(s).

When you enrol in a course, you get a license from us to view it via the StellarOne Services and no other use. Don’t try to transfer or resell courses in any way. We grant you a lifetime access license, except when we must disable the course because of legal or policy reasons.

Under our Instructor Agreement, when instructors publish a course on StellarOne, they grant StellarOne a license to offer a license to the course to students. This means that we have the right to sublicense the course to the students who enrol in the course. As a student, when you enrol in a course, whether it’s a free or paid course, you are getting from StellarOne a license to view the course via the StellarOne platform and Services, and StellarOne is the licensor of record. Courses are licensed, and not sold, to you. This license does not give you any right to resell the course in any manner (including by sharing account information with a purchaser or illegally downloading the course and sharing it on torrent sites).

In legal, more complete terms, StellarOne grants you (as a student) a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular courses or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a StellarOne authorized representative. This also applies to content you can access via any of our APIs.

We generally give a lifetime access license to our students when they enrol in a course. However, we reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates our Trust & Safety. The lifetime access is not applicable to add-on features and services associated with a course, for example translation captions of courses may be disabled by instructors at any time, and an instructor may decide at any time to no longer provide teaching assistance or Q&A services in association with a course. To be clear, the lifetime access is to the course content but not to the instructor.

Instructors may not grant licenses to their courses to student directly and any such direct license shall be null and void and a violation of these Terms.

StellarOne may make modifications to this Agreement (“Changes”) at any time. Such Changes will be effective as to existing users after StellarOne provides notice of the Changes, either through the Platform user interface or sent to the e-mail address associated with your user account; and when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes. If you provide written notice that you do not accept a proposed Change or decline to expressly agree to a proposed Change, StellarOne may terminate this Agreement and your use of the Platform.

If you have downloaded the App, then subject to your compliance with all the terms and conditions of this Agreement, StellarOne grants you a limited, nonexclusive, non-transferable, revocable license to install and use the App on a compatible mobile device that you own or control for your personal, non-commercial purposes, in each case in the manner enabled by StellarOne. If you are using the App on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the “Usage Rules” set forth in Apple’s App Store Terms of Service. Any use of the Apps other than for private, non-commercial use is strictly prohibited.

The Platform is owned and operated by StellarOne. The videos, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Service, Sites and Apps (“StellarOne Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All StellarOne Materials are the property of StellarOne or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to StellarOne or its affiliates and/or third-party licensors. Except as expressly authorized by StellarOne, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the StellarOne Materials.

Use of the Apps requires usage of data services provided by your wireless service carrier. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Apps.

Service Generally

The Platform allows you to request and engage in a video chat session on demand with an independent contractor in the business of providing tutoring services, who is a native speaker (“Tutor(s)”) for purposes of practicing conversation skills in the language of your choice (a “Session”). You agree to only engage in Sessions for your personal, non-commercial purposes and agree not to record, copy, redistribute, broadcast, publicly perform or publicly display any such Session, except as allowed by this Agreement.

Tutor Availability

Sessions are subject to Tutor availability, and StellarOne does not guarantee that any particular (or any) Tutor will be available at any given time. You hereby acknowledge that all Tutors are independent contractors offering their services to you via the Service and are not employees or agents of StellarOne. StellarOne makes no representation or warranty regarding the results of engaging in a Session, including without limitation that your experience with a Tutor will meet your expectations or goals.

Tutor Integrity

Tutors are subject to periodic check-ins. You acknowledge that StellarOne has no duty to verify any stated credentials, experience or qualifications of any Tutor, and that StellarOne does not conduct any screening of Tutors other than as expressly set forth in this Section 12.2. If you wish to submit a complaint regarding any Tutor, please contact StellarOne at email ID.

Payment

Students pay for Tutoring Services by the minute or through a payment plan. If you access the Service through the Apps, payment will occur through the Apple App Store. If you access the Service through the Sites, payment will occur through a third-party payment systems (e.g., PayPal). All payment terms and conditions are governed by your applicable agreements with Apple and the third-party payment system.

Course Refunds

Purchased courses are non-refundable, and minutes used for a Session are non-creditable. If you have been mistakenly charged for a course you did not purchase, you may request a refund. If you purchased a course through third-party Sites, refunds can be handled by the third-party payment system or StellarOne. If you feel you have been charged in error, please contact StellarOne at email ID. A refund request must be received by StellarOne within thirty (30) days of the charge in order to be considered. Read detailed Refund & Credits Clause 14.

General

All fees are non-refundable. All fees are payable in U.S. dollars except as otherwise enabled by the Apple App Store. Fees displayed to you are exclusive of any taxes that may be due in connection with such fees, and you agree to pay any such taxes that may be due, other than taxes based on StellarOne’s net income. You also agree to pay StellarOne any costs and expenses incurred by StellarOne, including reasonable attorney’s fees, in recovering any fees due hereunder.

With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Agreement, provide the Services to the Client.

The Service Provider will use reasonable care and skill to perform the Services.

The Service Provider shall use all reasonable endeavours to complete its obligations under the Agreement.

The Service Provider warrants that the Services shall be provided in accordance with Good Industry Practice. In the event that a material element of the Services is not provided in accordance with the Terms of StellarOne, the Service Provider’s sole responsibility will be to re-perform the relevant Services to the required standard provided that the Service Provider will not be liable under this Clause 12.8 if the Client fails to give written notice within 10 Business Days of the original non-performance together with full written particulars.

The Service Provider shall ensure compliance with the Service Provider’s Information Security Statement, Data Protection (US PRIVACY INCIDENT-RESPONSE POLICY) Policy (“Data Protection Policy”) and Privacy Policy (“Privacy Policy”) (set out at URL of Business terms) as updated from time to time.

You agree to pay the fees for courses that you purchase, and you authorize us to charge your debit or credit card or process other means of payment (such as Boleto, SEPA, direct debit, or mobile wallet) for those fees. StellarOne works with third-party payment processing partners to offer you the most convenient payment methods in your country and to keep your payment information secure. Check out our Privacy Policy for more details.

When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the course you are enrolling in, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any course for which we have not received adequate payments.

In some cases, we may issue credits to your account. These credits will be automatically applied towards your next course purchase on our website, but can’t be used for purchases in our mobile applications. Credits may expire if not used within the specified period, and have no cash value.

If the course you purchased is not what you were expecting, you can request, within 30 days of your purchase of the course, that StellarOne credit/refund your account. We reserve the right to apply a credit or a refund, at our discretion, depending on capabilities of our payment processing partners or the platform from which you purchased your course (website, or mobile app). No credit or refund is due to you if you request it after the 30-day guarantee time limit has passed.

To request a credit/refund, follow the steps here. As detailed in the Instructor Agreement, instructors agree that students have the right to receive these credits or refunds.

At our discretion, if we believe you are abusing our credit/refund policy, we reserve the right to ban your account and to restrict all future use of the Services. If we ban your account or disable your access to a course due to your violation of these Terms, you will not be eligible to receive any credit or refund.

Both the Service Provider and the Client shall undertake that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall at all times during the continuance of the Agreement and for 5 years after its termination:

Keep confidential all Confidential Information;

Do not disclose any Confidential Information to any other Party;

Do not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions or the Agreement;

Do not make any copies of, record in any way or part with possession of any Confidential Information; and

Ensure that (as applicable) none of its directors, officers, employees, contractors, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 15.1.1 to 15.1.4.

Subject to sub-Clause 15.3, either Party may disclose any Confidential Information to:

Any of their subcontractors or suppliers or group companies

Any governmental or other authority or regulatory body; or

Any of their employees or officers or those of any Party described in sub-Clauses 15.2.1 or 15.2.2;

Disclosure under sub-Clause 15.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions and the Agreement, or as required by law and provided that the recipients are aware of the obligations of confidentiality and (subject to any overriding requirement existing under statute) agree to keep the confidential information confidential and to use it only for the purposes for which the disclosure is made. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential, unless such information would reasonably be understood, given the nature of the information, to be confidential.

Either Party may use any Confidential Information for any purpose, or disclose it to any other Party, where that Confidential Information is or becomes public knowledge through no fault of the receiving Party.

When using or disclosing Confidential Information under sub-Clause 15.4, the receiving Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

Nothing in this Clause 15 shall negate the Parties’ obligations pursuant to the Data Protection (US PRIVACY INCIDENT-RESPONSE POLICY) Policy and Privacy Policy.

Hardware and Software

Engaging in a Session requires compatible hardware and may require the download and installation of specified software. You are solely responsible for acquiring and installing any such hardware and software and for determining compatibility with your system, and hereby assume all risk and liability associated with such hardware and software. You acknowledge that it is your responsibility to review and comply with all applicable license agreements and other terms and conditions relating to all software you use in connection with Sessions and the Platform, generally.

Either Party may use any Confidential Information for any purpose, or disclose it to any other Party, where that Confidential Information is or becomes public knowledge through no fault of the receiving Party.

When using or disclosing Confidential Information under sub-Clause 15.4, the receiving Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

Nothing in this Clause 15 shall negate the Parties’ obligations pursuant to the Data Protection (US PRIVACY INCIDENT-RESPONSE POLICY) Policy and Privacy Policy.

Prohibited Behavior in Sessions

You agree not to engage in any activity that would infringe, misappropriate or violate any third- party intellectual property rights or that is unlawful, defamatory, libelous, threatening, inappropriate, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate. You agree to engage in Sessions for the sole purpose of practicing your language skills. You acknowledge that StellarOne does not have any duty to monitor Sessions or have any control over the content of a Session, and that you may be exposed to material that you find objectionable in the course of engaging in a Session and that StellarOne shall have no liability in connection therewith. StellarOne may, at any time, remove any user that violates this Agreement. To report any inappropriate activity, please e-mail StellarOne at email ID.

False Information by Student

You agree that you will not: (i) publish falsehoods or misrepresentations; (ii) submit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; or (iii) post advertisements or solicitations of business. StellarOne does not endorse any opinion, recommendation, or advice expressed by Tutors or other students, and StellarOne expressly disclaims any and all liability in connection with such opinions, recommendations or advice. You understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against StellarOne with respect thereto.

Recording; Content

Sessions may be recorded or monitored. You hereby consent to: (i) the monitoring or recording of any Session you engage in, including your likeness therein; (ii) StellarOne copying and using such recordings for any business purpose, including without limitation for purposes of Tutor evaluation, Tutor training, dispute resolution and improving the Service; (iii) such recording being made available to the other party to the Session; (iv) such recordings being made available for you to review, (v) such recording being used or disclosed by StellarOne to the extent required by law or legal process or to the extent StellarOne deems necessary for purposes of enforcing or protecting its rights or the rights of a third party. You hereby waive any rights of publicity, privacy or other rights under applicable law to the extent such rights could be used to prevent StellarOne from using Session recordings as contemplated hereunder, and hereby grant a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license under any intellectual property rights you may have in or to any Session recording or content therein to StellarOne to copy, modify, distribute and use such recording and content for its business purposes or as required by law or legal process.

Students must register and create an account through the Platform. Registration requires you to: (i) create a unique user name and password, (i) provide an e-mail address, (iii) indicate your current country of domicile, (iv) indicate your native language, (v) indicate the language you wish to practice, and (vi) indicate your gender. Note that StellarOne does not have access to your payment card information. You agree that the information you provide, at all times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept confidential, accurate and up-to-date at all times.

Password

When you register you will be asked to provide a password. As you will be responsible for all charges and other activities that occur under your password, and you agree to keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify StellarOne. You may be liable for the losses incurred by StellarOne or others due to any unauthorized use of your account.

Personal Use

Your StellarOne account, and the minutes you purchase for use with your account, are for your use only. You agree not to share your user name and password or otherwise permit any other person to access or use your StellarOne account or purchased minutes.

Content and Behavior Rules

You can only use StellarOne for lawful purposes. You’re responsible for all the content that you post on our platform. You should keep the reviews, questions, posts, courses and other content you upload in line with the global Trust & Safety laws, and respect the intellectual property rights of others. We can ban your account for repeated or major offenses. If you think someone is infringing your copyright on our platform, let us know.

You may not access or use the Services or create an account for unlawful purposes. Your use of the Services and behavior on our platform must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you. You may not access our Services if you are from a territory where U.S. businesses are prohibited from engaging in business or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government.

If you are a student, the Services enable you to ask questions to the instructors of courses you are enrolled in, and to post reviews of courses. For certain courses, the instructor invites you to submit content as “homework” or tests. Don’t post or submit anything that is not yours.

If you are an instructor, you can submit courses for publication on the platform and you can also communicate with the students who have enrolled in your courses. In both cases, you must abide by the law and respect the rights of others: you cannot post any course, question, answer, review or other content that violates applicable local or national laws or regulations of your country. You are solely responsible for any courses, content, and actions you post or take via the platform and Services and their consequences. Make sure you understand all the copyright restrictions set forth in the Instructor Agreement before you submit any course for publication on StellarOne.

If we are put on notice that your course or content violates the law or the rights of others (for example, if it is established that it violates intellectual property or image rights of others, or is about an illegal activity), if we discover that your content or behavior violates our Trust & Safety laws, or if we believe your content or behavior is unlawful, inappropriate, or objectionable (for example if you impersonate someone else), we may remove your content from our platform. StellarOne complies with copyright laws. Check out our Intellectual Property Policy for more details.

StellarOne has discretion in enforcing these Terms and our Trust & Safety measures. We may terminate or suspend your permission to use our platform and Services or ban your account at any time, with or without notice, for any violation of these Terms, if you fail to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, or if we suspect that you engage in fraudulent or illegal activities. Upon any such termination we may delete your account and content, and we may prevent you from further access to the platforms and use of our Services. Your content may still be available on the platforms even if your account is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, removal of your content, or blocking of your access to our platforms and services.

If one of our instructors has published a course that infringes your copyright or trademark rights, please let us know. Under our Instructor Agreement, we require our instructors to follow the law and respect the intellectual property rights of others. For more details on how to file a copyright or trademark infringement claim with us, see our Intellectual Property Policy section.

Unlawful Use. As a condition of your use of the Platform, you will not use the Platform for any purpose that is unlawful or prohibited by this Agreement. Access to the StellarOne Materials, Sites or Apps from territories where their content is illegal is strictly prohibited. Students and Tutors are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, e-mail, or privacy.

Unauthorized Use. You may not use the Platform in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Platform. You may not intentionally interfere with or damage the operation of the Platform, or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any content accessible through the Platform, or features that enforce limitations on the use of the Platform. You may not attempt to gain unauthorized access to the Platform, or any part of it, other accounts, computer systems or networks connected to the Platform, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform. You agree neither to modify the Platform in any manner or form, nor to use modified versions of the Platform, including (without limitation) for obtaining unauthorized access to the Platform.

Robots. The Sites may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform.

Trademark Restrictions. You may not utilize framing techniques to enclose any trademark, logo, or other StellarOne Materials without our express written consent. You may not use any StellarOne logos, graphics, or trademarks, including as part of any meta-tags or any other “hidden text,” without our express written consent, except as permitted in this Agreement.

StellarOne may make changes to or discontinue any of the media, products or services available within the Platform at any time, and without notice. The media, products or services on the Platform may be out of date, and StellarOne makes no commitment to update these materials on the Platform.

Except as explicitly stated otherwise, all notices and other communications shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid.

You alone are responsible for your engagement with Tutors or other Students. StellarOne reserves the right, but has no obligation, to monitor disagreements between you and Tutors or other Students.

You agree that StellarOne, for any or no reason, may terminate this Agreement or your use of the Platform, and remove and discard all or any part of your account at any time by providing written notice to the other party. StellarOne may also at any time discontinue providing access to the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform or any account you may have or portion thereof may be effected without prior notice, and you agree that StellarOne shall not be liable to you or any third-party for any such termination. StellarOne does not permit copyright infringing activities on the Platform, and reserves the right to terminate access to the Platform, and remove all content submitted, by any infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies StellarOne may have at law or in equity.

(i) For Cause. Either the business that purchased the Plan or StellarOne may terminate the Plan or any Sales Order prior to its expiration if the other party breaches these Terms and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from StellarOne’s uncured breach, all fees or charges related to your Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.

(ii) For Convenience. Unless otherwise specifically stated in terms specific to other products or Plans you purchase, a Plan may be terminated for convenience by sending written notice to StellarOne at least thirty (30) days prior to the expiration of the then-current Term; however, in the event of any termination for convenience all fees paid are completely non-refundable and any fees unpaid at the time of such termination for convenience shall remain due and payable. For avoidance of doubt, in the event that the Sales Order is for a multiple year Term, any termination under this section will only be permitted at the end of that Term. With respect to any Term still in effect as of the date of such termination for convenience, and upon your request, your Plan will remain active to the end of your then-current Term to the extent your fee(s) have been paid; provided that these Terms will continue in effect and govern such Term until its expiration or earlier termination for cause. All termination requests made pursuant to this Section 23 (b) (ii) must be emailed to company email ID no later than thirty (30) days in advance of the expiration of the then-current Term.

(iii) No Refunds. Refunds will not be given if you cancel your Plan or delete your account prior to the end of your Term.

(c) You acknowledge and agree that StellarOne may retain and store your information on StellarOne’s systems for archival purposes notwithstanding any termination or cancellation of your account or Plan.

THE SERVICE, SITE, APP AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, StellarOne, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

StellarOne, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, SITE, APP OR THE SERVERS THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

StellarOne, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT StellarOne NOR ITS SUPPLIERS, LICENSORS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

(a) Indemnification. You agree to defend, indemnify and hold harmless StellarOne its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to : (i) your violation of these Terms; (ii) any information you post to the Platform; (iii) any use by you of the Platform’s material, content, services, or products other than as expressly authorized in these Terms; or (iv) your use of any information obtained from the Platform.

(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL StellarOne OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE StellarOne MATERIALS ON THE SERVICE, THE SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH StellarOne, EVEN IF StellarOne OR A StellarOne AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, StellarOne’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL StellarOne’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU HAVE PAID TO StellarOne HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM AND (B) ANY PENALTY AMOUNT IN DOLLARS.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN StellarOne AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SERVICE.

The following provisions set out the entire financial liability of the Parties (including any liability for the acts or omissions of their employees, agents and sub-contractors) in respect of:

Any breach of the Agreement including these Terms and Conditions and any indemnity howsoever arising; and

Any representation, misrepresentation (whether innocent or negligent) statement or tortious act or omission (including without limitation negligence) arising under or in connection with Terms and Conditions.

Except as expressly and specifically provided in these Terms and Conditions, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

Nothing in these Terms and Conditions excludes the liability of either Party:

For death or personal injury caused by a Parties’ negligence; or

for fraud or fraudulent misrepresentation.

Other than in relation to any liability under Clause 26.3, the Parties shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

Other than in relation to any liability under Clause 26.3, the Parties shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

Loss of profits; or

Loss of business; or

Depletion of goodwill or similar losses; or

Loss of anticipated savings; or

Loss of goods; or

Loss of use; or

Loss or corruption of data or information; or

Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

You retain ownership of content you post to our platform, including your courses. We’re allowed to share your content to anyone through any media, including promoting it via advertising on other websites.

The content you post as a student or instructor (including courses) remains yours. By posting courses and other content, you allow StellarOne to reuse and share it but you do not lose any ownership rights you may have over your content. If you are an instructor, be sure to understand the course licensing terms that are detailed in the Instructor Agreement.

When you post comments, questions, reviews, and when you submit to us ideas and suggestions for new features or improvements, you authorize StellarOne to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit. In legal language, by submitting or posting content on or through the platforms, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with StellarOne for the syndication, broadcast, distribution, or publication of content on other media. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any content that you submit. You also agree to all such uses of your content with no compensation paid to you.

Anyone can use StellarOne to create and publish courses and instructors and we enable instructors and students to interact for teaching and learning. Like other platforms where people can post content and interact, some things can go wrong, and you use StellarOne at your own risk.

StellarOne enables anyone anywhere to create and share educational courses. We host more than 100,000 courses on our online learning marketplace. Our platform model means we do not review or edit the courses for legal issues, and we are not in a position to determine the legality of course content. We do not exercise any editorial control over the courses that are available on the platform and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of the courses. If you enrol a course, you rely on any information provided by an instructor at your own risk.

By using the Services, you may be exposed to content that you consider offensive, indecent, or objectionable. StellarOne has no responsibility to keep such content from you and no liability for your access or enrolment in any course, to the extent permissible under applicable law. This also applies to any courses relating to health, wellness and physical exercise. You acknowledge the inherent risks and dangers in the strenuous nature of these types of courses, and by enrolling in such courses, you choose to assume those risks voluntarily, including risk of illness, bodily injury, disability, or death. You assume full responsibility for the choices you make before, during and after your enrolment in a course.

When you interact directly with a student or an instructor, you must be careful about the types of personal information that you share. We do not control what students and instructors do with the information they obtain from other users on the platform. You should not share your email or other personal information about you for your safety.

We do not hire or employ instructors nor are we responsible or liable for any interactions involved between instructors and students. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of instructors or students.

When you use our Services, you will find links to other websites that we don’t own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should also read their terms and conditions and privacy policies.

We own the StellarOne platform and Services, including the website, present or future apps and services, and things like our logos, API, code, and content created by our employees. You can’t tamper with those or use them without authorization.

All right, title, and interest in and to the StellarOne platform and Services, including our website, our existing or future applications, our APIs, databases, and the content our employees or partners submit or provide through our Services (but excluding content provided by instructors and students) are and will remain the exclusive property of StellarOne and its licensors. Our platforms and services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing gives you a right to use the StellarOne or any of the StellarOne trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding StellarOne or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

You may not do any of the following while accessing or using the StellarOne platform and Services:

• Access, tamper with, or use non-public areas of the platform, StellarOne’s computer systems, or the technical delivery systems of StellarOne’s service providers.
• Disable, interfere with, or try to circumvent any of the features of the platforms related to security or probe, scan, or test the vulnerability of any of our systems.
• Copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of or content on the StellarOne platform or Services.
• Access or search or attempt to access or search our platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website, mobile apps, or API (and only pursuant to those API terms and conditions). You may not scrape, spider, use a robot, or use other automated means of any kind to access the Services.
• In any way use the Services to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as StellarOne); or interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services, or in any other manner interfering with or creating an undue burden on the Services.

Unless otherwise agreed between the parties, all Intellectual Property Rights in and to the Services belong, and shall belong, to the Service Provider and/or its licensors.

The Client shall, at the expense of the Service Provider, take all such steps as the Service Provider may reasonably require to assist the Service Provider in maintaining the validity and enforceability of the Intellectual Property Rights of the Service Provider during the term of this Agreement.

Without prejudice to the right of the Client or any third Party to challenge the validity of any Intellectual Property Rights of the Service Provider, the Client shall not do or authorise any third Party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Service Provider and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

The Service Provider makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Service Provider Services and the Trade Marks.

The Client shall not:

Copy the Service Provider’s Services or any part of any of them; or

Modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Service Provider’s Services. The Client is granted no rights under this Agreement except as expressly stated and the Service Provider expressly reserves all Intellectual Property Rights and its other rights in and to the Service Provider’s Services.

The Client shall ensure that use of any of the Trade Marks shall be in the style and form available from the Service Provider on request, and shall be used in a manner approved from time to time by the Service Provider and accompanied by an acknowledgement in a form approved by the Service Provider.

The Client shall not:

Use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Service Provider therein;

Use in relation to the Service Provider Services any trade marks other than the Trade Marks without obtaining the prior written consent of the Service Provider;

Use any trademarks or trade names so resembling any trademark or trade names of the Service Provider as to be likely to cause confusion or deception. Or

Use or display any accrediting body marks that may be used by a Client who has utilized a Service Provider Product without the express permission of Service Provider in writing. Client agrees to indemnify the Service Provider on a defend and settle basis against any and all direct losses suffered by Service Provider through any misuse by Client utilising an accrediting body mark in contravention to this Clause 30.7.4

Other than the licences expressly granted under this Agreement, neither Party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this Agreement, the Client shall have no rights in respect of any trade names or trademarks used by the Service Provider in relation to the Service Provider Services or their associated goodwill, and the Client hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, the Service Provider provided that this Clause shall not apply in relation to the use by the Service Provider of the Client’s logo or branding which the Client permits the Service Provider to use to personalise the Services solely for the Client.

At the reasonable request of the Service Provider, the Client shall do or procure to be done (at the Service Provider's cost), all such further acts and things (including the execution of documents) as the Service Provider shall reasonably require to give the Service Provider the full benefit of this Agreement.

The Client shall as soon as reasonably possible give notice in writing to Service Provider in the event that it becomes aware of:

Any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the Services; and

Any claim that the receipt of the Services by the Client, whether or not under the Trade Marks, infringes the rights of any third-party.

In the case of any matter falling within Clause 30.10.1:

The Service Provider shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; and

The Service Provider shall have sole control over and shall conduct any consequent action as it shall deem necessary; and the Service Provider shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action;

In the case of any matter falling within Clause 30.10.2:

The Service Provider shall defend or settle on behalf of the Client, its officers, directors and employees against any claims that the marketing, advertising or distribution of the Services in accordance with this Agreement infringes any Intellectual Property Right and shall defend the Client for and against any direct damages, losses, costs and expenses (including reasonable legal costs and expenses awarded against the Client in judgment or settlement of such claims, provided that: (i) the Service Provider is given such notice of such claim as is reasonable in the circumstances; (ii) the Client provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider's expense; and the Service Provider is given sole authority to defend or settle the claim.

In the defence or settlement of the claim, the Service Provider may obtain for the Client the right to continue using Services in the manner contemplated by this Agreement, replace or modify the Services so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement forthwith by notice in writing and without liability to the Client other than for a refund of any Fees paid in advance for Services which the Client has been unable to receive. For the avoidance of doubt, nothing in this Clause 30.12 shall negate the Client’s obligation to mitigate its costs. The Service Provider shall not in any circumstances have any liability if the alleged infringement is based on: (i) a modification of the Services by anyone other than the Service Provider; or (ii) the Client's marketing, advertising, distribution or use of the Services in a manner contrary to the instructions given to the Client by the Service Provider; or (iii) the Client's marketing, advertising, distribution or use of the Services after notice of the alleged or actual infringement from the Service Provider or any appropriate authority; or (iv) use or combination of the Services with any other product in circumstances where, but for such combination, no infringement would have occurred. And 30.12.3. The foregoing states the Client's sole and exclusive rights and remedies, and the Service Provider's entire obligations and liability, in the case of any matter falling under Clause 30.10.2.

Each Party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a Party to, proceedings) in connection with any action to be taken by the other Party, provided that that Party is given such indemnity as it may reasonably require against any damage to its name.

Subscription Plan and Subscription Management

(i) Plan Scope and Term. The StellarOne business plan you purchase, register for, order, or renew includes the features set forth on company website (e.g., Professional, Enterprise) (each, a “Plan”) or, in the Company Partnership Plan (see below). StellarOne grants you access to the Platform for the term length set forth at the time of purchase, either during online checkout or as specified on a Sales Order (the “Initial Term”) in strict accordance with these Terms. Any renewal of the Initial Term (or a Renewal Term), whether such renewal occurs by way of your automatic renewal, online checkout, a renewal Sales Order, or otherwise, shall be deemed a “Renewal Term”, and together with the Initial Term, the “Term”, as applicable.

(ii) Registration of Individual Users. Depending on your Plan, you may designate one or more of your employees or representatives to act as plan manager(s) (each, a “Plan Manager”). Any Plan Manager you authorize will have the ability to view user data and content, purchase additional subscriptions, and invite users to utilize the features included in your Plan, including assigning and authorizing users via the Platform’s Plan administrative functionalities. By purchasing a Plan, a specific number of individuals may register as StellarOne users and receive access to the Platform. Each user must be designated and assigned by the business purchasing the Plan or by such business’s designated Plan Manager, after which each user will be invited to register for a StellarOne account and receive access to the Platform. Access to the Platform, including individual subscriptions, is to be used for the internal purposes of the business purchasing the Plan and may not be shared. If your Plan requires it, or if you desire, we can assign and authorize users to specific features included in your Plan after your purchase so long as you provide us with the first name, last name, and email address of the individuals that will be entitled to access the Platform.

(iii) Changing the Number of Users. As a Plan holder, you or your Plan Manager may add additional users during the Initial Term or any Renewal Term, as applicable. Access to the Platform is conditioned upon timely payment for each user added, which will be prorated for the number of days remaining in your then-current Term and paid by your Payment Method on file (or invoiced). The number of individual users permitted in your Plan may not be reduced during the Term, nor will refunds be given for unused or unassigned licenses.

(iv) Transfer of Access Not Permitted. You acknowledge and agree that the user access is specific to the individuals you designate. Except as set forth in your Sales Order, access granted under these Terms are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your users from granting access to the Platform to any other individuals, both in and outside of your organization.

(v) Automatic Renewal. Unless you terminate your Plan in accordance with 23 (b), or are purchasing through a reseller, or as otherwise set forth in your Sales Order, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE TERM WE WILL AUTOMATICALLY RENEW YOUR PLAN (INCLUDING ALL FEATURES ON YOUR PLAN AT THAT TIME) FOR A PERIOD OF TWELVE (12) MONTHS AND PROCESS YOUR PAYMENT METHOD OR INVOICE FOR PAYMENT FOR THE RENEWAL TERM UP TO THIRTY DAYS PRIOR TO YOUR RENEWAL DATE AT THE THEN-APPLICABLE PRICE FOR YOUR PLAN.

(b) Payment. Access to the Platform is expressly conditioned on timely payment of the then-applicable fee(s) in advance for your Plan in the amount set forth during online checkout or in a Sales Order, unless you are accessing the Platform via a free pilot or other no-fee arrangement. We reserve the right to increase or decrease any fee at any time; however, to the extent you have paid your fee(s) in advance, the increase or decrease will not become effective for your Plan or service until the end of your current Term.

(i) Payment Method. By registering for, subscribing to, or purchasing a Plan and providing billing information, you grant us and our authorized third-party payment processor(s) the right to process payment using the debit card, credit card, bank information, third-party payment provider, or reseller you provide, authorize, or maintain on your account (individually, and collectively, “Payment Method”).

(ii) Payment by Invoice. If you choose to be invoiced during online checkout (or choose to have a third-party payment provider or reseller be invoiced on your behalf) rather than using your own Payment Method, you will be billed upon execution of a Sales Order, irrespective of the Plan start date, or, for online checkout, as of or around the Plan start date set forth during checkout. You hereby agree that payment is due as of the date of any StellarOne invoice, payable within thirty (30) days of said date.

(iii) Editing Your Payment Method. If using online checkout, you may edit your payment method information by visiting our website and clicking on the “Account” link, available at the top of the pages of the StellarOne website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information or have not provided proper notice of cancellation of your account (see Cancellation Policy in Section 23 (b) above), you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. This may result in a change to your payment billing dates. We may update your payment method with information provided by the applicable payment service provider, and you authorize us to continue to charge the applicable fee to the updated payment method. Check with your payment method service provider for more details.

(1) When you provide or add any form of payment method to your account, your bank may reserve the funds necessary or place a small authorization hold until the transaction processes or the authorization hold expires, but this is not the actual charge. The authorization will be removed from your account according to the policies of your bank; and as such, to remove an authorization, please contact your bank to clarify how long they hold authorizations for online orders.

(2) Depending on where you transact with us, the type of payment method used, and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates and other StellarOne-provided geographic-specific pricing. We do not support all payment methods, currencies, or locations for payment.

(iv) Collection Methods. If your payment method fails, or if your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable Term and regardless of whether you cancel your Plan during such Term. Late payments will bear an additional (x) % interest monthly, plus taxes if applicable, which additional interest will be compounded daily.

(v) Suspension Because of Non-payment. If payment is not received within the required time period, or if we are unable to renew your Plan based on inaccurate or outdated payment information, we may suspend your access to the Platform (including all of your users’ access) until payment is received. In the event we suspend your Plan because of non-payment and reinstate access to the Platform after you have made payment, no additional time will be added to the then-applicable Term.

(vi) Chargebacks. If you file a chargeback disputing charges made to Payment Method by StellarOne and the chargeback is granted, your account will be deactivated

(vii) Excess Use. If you use the Platform or services in violation of the scope granted hereunder, including but not limited to unauthorized rotation of user subscriptions within your Plan, or adding active users in excess of those outlined in your Sales Order (“Excess Use”), StellarOne may, in its sole discretion, invoice you for the Excess Use, at the rates set forth in the applicable Sales Order or, in the absence thereof, our current list price for the features included in your Plan for such Excess Use.

(viii) Taxes - Payment is exclusive of taxes. When processing your Payment Method or invoicing, we may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on StellarOne’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use or any Sales Order. We will remit taxes collected, if any, to the appropriate taxing authority.

When it comes to handling personal data, StellarOne is committed to adhering to sound data protection practices, and we take the protection and management of your personal information very seriously. We therefore take great care to protect your personal sensitive information or anything which might identify you personally such as:

• First name and last name
• Email address
• Organisation information (e.g. Name, Address, Telephone number)
• User Name and Passwords

For the purposes of this document, “personal data” "processing ", “data controller” and " data processor" have the meanings ascribed to them. To the extent that StellarOne is deemed to be a data processor in respect of personal data processed under the contractual agreement StellarOne shall:

A. Process personal data lawfully, fairly, and transparently, in accordance with the US privacy incident-response policy;

B. Provide full details of what data is needed, why it’s needed, and for how long it will be kept, and this information shall be given at the point it is collected;

C. Never take more data than is necessary for StellarOne to fulfil its contractual obligations, and to delete it when it is no longer needed;

D. Make all data available for alteration, transfer, deletion, or restriction upon request by the data subject;

E. Implement appropriate technical and organisational measures to safeguard the personal data from unauthorised or unlawful processing, accidental loss, destruction or damage (see Privacy Policy and Information Security Statement); and F. obtain, use, process and disclose personal data in the performance of its obligations under the Agreement only.

Third-party processors

We use third party processors to deliver some aspects of our service. We have ensured that all of our subcontractors US PRIVACY INCIDENT-RESPONSE POLICY compliant and have the relevant Data Processing Agreements (DPAs) in place with them. In broad terms we use subcontractors to:

• Host our web application
• Provide backup storage for our application
• Process transactional email for our application
• Generate PDF documents from our application
• Cache generated PDF documents
• Process online payments within our application
• Provide ‘live chat’ within the application more information on how and where we use third-party processors is available on request.

Data processed outside of the USA

We process some personal data outside of the USA. However under the US PRIVACY INCIDENT-RESPONSE POLICY we are permitted to transfer personal data outside of the USA if it is adequately protected. We have ensured that our subcontractors who process and store this data outside of USA (In this case in the EU) are certified to the EU-U.S. and Swiss-U.S. Privacy Shield Framework.

Please email Email ID with your client account ID and the email address of the individual within your organisation authorised to sign, and we will send you our standard agreement.

Subject to payment of the appropriate fee, as part of the Services the Client shall have the ability to upload and store documents using the Storage Services.

The Client undertakes as follows:

To ensure that any password issued to the Client to access the Storage Services are kept confidential at all times and not shared with anyone who is not authorised by the Client to access the Storage Services. The Client acknowledges that the security of the Storage Services will be compromised if the Client does not follow any notified security procedures and take appropriate steps to maintain the security of all passwords and usernames issued;

To only use the Storage Services as part of its use of the Services and for its normal business purposes;

Not to use the Storage Services to store or transmit any malicious code, virus or do anything which may interfere with or disrupt the integrity of the Storage Services;

At all times to take full responsibility for any use made of the Storage Services via its account;

To be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Storage Services; and

To abide by any additional terms and conditions of use of the Storage Services notified to the Client in writing.

The Client undertakes not to upload to the Storage Services any materials or documents which contain content or links to content:

Which is defamatory of any person, obscene, hateful or inflammatory or promotes any form of discrimination;

Which may be deemed abusive, offensive, obscene, and misrepresentative or promotes any illegal activity;

Which infringes the rights of any third party (including any copyright, and trademarks or other intellectual property rights); or

Which are in any way other way illegal or breach any applicable laws or regulations.

The Client acknowledges that the Storage Services are not intended to be used to store any personal data and the Client undertakes not to upload any materials or documents which contain personal data.

The Service Provider will use its reasonable endeavours to ensure that the Storage Services are available during the period of 9am-5pm on Business Days, however, the Service Provider does not warrant that the Client’s use of the Storage Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the Client’s use of the Storage Services.

The Client confirms that it owns all rights, titles and interests to all documents and materials it uploads to the Storage Services. The Client grants to the Service Provider a licence to use, copy and host the Client’s documents and materials in order to make available the Storage Services.

The Client acknowledges that, if the Service Provider becomes aware of any breach of this Clause 33, it may immediately disable the Client’s access to the Storage Services and remove any the Client’s documents or materials.

In the event of any loss or damage to the Client’s materials or documents uploaded to the Storage Services, the Client’s sole and exclusive remedy against the Service Provider shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged materials or documents from the latest back-up maintained by the Service Provider.

(a) The Platform may provide you with the ability to upload, post, submit, publish, or transmit information to the Platform, other users, or to third parties (“User Content”).

(i) Unless otherwise noted, all User Content you submit to the Platform, to third parties, or that is otherwise made available to StellarOne will be considered confidential and proprietary and will be made available only to individuals or third parties that you authorize to access it via the Platform, API, or other means of transmission.

(ii) To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and StellarOne, you are responsible for the payment of third-party fees, if any, related to the provision and use of such User Content, (d) such User Content does not and will not infringe or misappropriate any third-party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, (e) you are responsible for any User Content you upload or provide to the Platform and for complying with applicable laws relating thereto, including export control regulations, and (f) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Platform from time to time.

User Content that is submitted within certain areas of the Platform, such publicly-available channels or blog posts, will be considered non-confidential and non-proprietary, and by so doing, you hereby grant us and our affiliates and service providers, and each other and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

Monitoring and Enforcement. We have the right to:

Remove or refuse to post any User Content for any or no reason in our sole discretion;

Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create risk or liability for StellarOne;

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

Take appropriate legal action, including without limitation referral to law enforcement for any illegal or unauthorized use of the Platform; and

Terminate or suspend your access to all or part of the Platform for any violation of these Terms.

Notwithstanding anything to the contrary, we have no obligation to review any User Content or materials before they are posted on the Platform, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, and we have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

Your subscription may begin with a free trial. The length of your free trial will be set out during online checkout. We reserve the right, in our absolute discretion, to determine your eligibility for a free trial, including creating multiple free trial accounts, and to withdraw or to modify your free trial at any time without prior notice and without liability. As a free trial user, you acknowledge and agree that your use and access to the Platform is subject to these Terms of Use. You agree to provide your Payment Method during online checkout before beginning your free trial. We will not process your Payment Method for payment of your fee during your free trial though you may see an authorization on your Payment Method. On the last day of your free trial we will convert your free trial into a paid Plan and process your Payment Method for the applicable fee on the billing frequency chosen during online checkout. From that date on, the automatic renewal provisions set forth in this terms policy will also apply. By providing your Payment Method in conjunction with registration for a free trial, you agree to these charges and billing practices. If you do not wish to be charged, you must cancel before the end of your free trial. Upon cancellation of your free trial, your access to the Platform will terminate immediately.

Use of StellarOne’s Proprietary Materials. The Platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of StellarOne and licensors of StellarOne (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Platform, and not by or from any other site or means. The right of access to the Platform does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code, (ii) files that are automatically cached by your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by these Terms and the end user license agreement below (collectively, the “Authorized Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable license only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.

End-user License Agreement. StellarOne grants to you a non-exclusive license for the use and installation of the Authorized Downloadable Materials subject to all the terms and conditions as set forth in the Terms. This license governs any and all software upgrades or additional features provided by StellarOne that would replace or supplement the original installed version of the Authorized Downloadable Materials, unless those other upgrades or features are covered under a separate license, in which case those terms govern.

Reservation of Rights. StellarOne reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable license granted you under these Terms. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, de-compilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

StellarOne Copyright and Marks. The entire Platform is protected by copyright. Complying with all applicable copyright laws is your responsibility. “StellarOne”, “Skill”, “Flow”, “Skill IQ”, “Role IQ”, “Team IQ”, “StellarOne IQ”, “IRIS”, and other StellarOne marks and logos are service marks and trademarks of StellarOne.

Third-Party Marks. Other trademarks, service marks and logos used on the Site are the trademarks, service marks or logos of their respective owners. StellarOne is using these third party trademarks, service marks or logos with the permission of the trademark owner or for identification purposes only.

Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Platform that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly by way of the procedures that we maintain at http://www.company name.com/copyright-procedure.

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to our Platform. You acknowledge and agree that any and all feedback provided on the Platform or otherwise will be the sole and exclusive property of StellarOne, and you hereby irrevocably assign to StellarOne and agree to irrevocably assign to StellarOne all of your right, title, and interest in and to all feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist StellarOne to acquire, perfect, and maintain its intellectual property rights and other legal protections for the feedback.

As a condition of using our Platform, you agree to adhere and abide to the following DOs and DON’Ts.

DOs (Your Obligations). You acknowledge and agree that you will:

Comply with all applicable federal, state, local, or international law or regulations (including without limitation any laws regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the U.S. or other countries);

Provide true and accurate information to us and keep it updated;

Use all portions on the Platform in a respectful manner;

Exit from your account at the end of each session or use of the Platform; and

Use your subscription for non-commercial home or personal use only.

DON’Ts (Prohibited Conduct). You acknowledge and agree that you will not:

Reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Platform other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;

Manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Platform, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your Plan).

Permit or provide others access to the Platform;

Impersonate or attempt to impersonate StellarOne, a StellarOne employee, another user, or any other person or entity (including without limitation by using e-mail addresses or account information associated with any of the foregoing) or provide incorrect or knowingly false information;

Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Platform;

Violate or attempt to violate the Platform’s security mechanisms, attempt to gain unauthorized access to the Platform or assist others to do so, or otherwise breach the security of the Platform or corrupt the Platform in any way;

Co-brand or frame the Platform or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of StellarOne;

Use any portion of the Platform to aid in transmitting, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation;

Post to any portion of the Platform any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content;

Use the Platform or its contents (including User Content) to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us without the prior express written permission of an authorized representative of StellarOne;

Use or attempt to use the Platform to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm us or users of the Platform or expose them to liability; and/or

Use the Platform in any manner that could disable, overburden, damage, or impair the Platform, interfere with any other party’s use of the Platform (including their ability to engage in real time activities through the Platform), or otherwise attempt to interfere with the proper working of the Platform.

Prohibited Uses

Unlawful Use. As a condition of your use of the Platform, you will not use the Platform for any purpose that is unlawful or prohibited by this Agreement. Access to the StellarOne Materials, Sites or Apps from territories where their contents are illegal is strictly prohibited. Students and Tutors are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, e-mail, or privacy.

Unauthorized Use. You may not use the Platform in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Platform. You may not intentionally interfere with or damage the operation of the Platform, or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any content accessible through the Platform, or features that enforce limitations on the use of the Platform. You may not attempt to gain unauthorized access to the Platform, or any part of it, other accounts, computer systems or networks connected to the Platform, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform. You agree neither to modify the Platform in any manner or form, nor to use modified versions of the Platform, including (without limitation) for obtaining unauthorized access to the Platform.

Robots. The Sites may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform.

Trademark Restrictions. You may not utilize framing techniques to enclose any trademark, logo, or other StellarOne Materials without our express written consent. You may not use any StellarOne logos, graphics, or trademarks, including as part of any meta tags or any other “hidden text,” without our express written consent, except as permitted in this Agreement.

Restricted Use of Platform. We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access if you violate any provisions of these Terms (including, but not limited to the DOs and DON’Ts above) or if your or behavior exceeds reasonable limits, as determined in our sole discretion.

Export Controls. The Platform and its features are subject to United States export controls. No Platform content or materials may be downloaded or exported (i) into (or to a resident of) any restricted country subject to an applicable embargo or other trade restriction by any government regulatory agency having jurisdiction, or (ii) by or to any person or entity on the United States Treasury Department’s list of Specially Designated Nationals (SDN) or the United States Commerce Department’s Consolidated Screening List (CSL). By accessing or using the Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Platform may be accessible worldwide, we make no representation that the Platform is appropriate or available for use in locations outside the United States, and accessing the Platform from territories where its contents or materials are illegal, is prohibited. Those who choose to access the Platform from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Platform is void where prohibited.

These Terms are like any other contract, and they have boring but important legal terms that protect us from the countless things that could happen and that clarify the legal relationship between us and you.

Binding Agreement

You agree that by registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with StellarOne. If you do not agree to these Terms, do not register, access, or otherwise use any of our Services. If you are an instructor accepting these Terms and using our Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. Any version of these Term in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict. These Terms (including any agreements and policies linked from these Terms) constitute the entire agreement between you and us (which include, if you are an instructor, the Instructor Agreement and the Pricing and Promotions Policy). If any part of these Terms is found to be invalid or unenforceable by applicable law, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. Even if we are delayed in exercising our rights or fail to exercise a right in one case, it doesn’t mean we waive our rights under these Terms, and we may decide to enforce them in the future. If we decide to waive any of our rights in a particular instance, it doesn’t mean we waive our rights generally or in the future. The following sections shall survive the expiration or termination of these Terms: Sections for Course Enrolment and Lifetime Access, StellarOne’s Rights to Content You Post, Using StellarOne at Your Own Risk, StellarOne’s Rights, Miscellaneous Legal Terms, and Dispute Resolution.

Disclaimers

It may happen that our platform is down, either for planned maintenance or because something goes down with the site. It may happen that one of our instructors is making misleading statements in their course. It may also happen that we encounter security issues. These are just examples. You accept that you will not have any recourse against us in any of these types of cases where things don’t work out right. In legal, more complete language, the Services and their content are provided on an “as is” and “as available” basis. We (and our affiliates, suppliers, partners, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, partners, and agents) make no warranty that you will obtain specific results from use of the Services. Your use of the Services (including any content) is entirely at your own risk. Some jurisdictions don’t allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. We may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will StellarOne or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features. We are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.

Limitation of Liability

There are risks inherent into using our Services. You fully accept these risks and you agree that you will have no recourse to seek damages against even if you suffer loss or damage from using our platform and Services. In legal, more complete language, to the extent permitted by law, we (and our group companies, suppliers, partners, and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract, warranty, tort, product liability, or otherwise, and even if we’ve been advised of the possibility of damages in advance. Our liability (and the liability of each of our group companies, suppliers, partners, and agents) to you or any third-parties under any circumstance is limited to the greater of one hundred dollars ($100) or the amount you have paid us in the twelve (12) months before the event giving rise to your claims. Some jurisdictions don’t allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you.

Indemnification

If you behave in a way that gets us in legal trouble, we may exercise legal recourse against you. You agree to indemnify, defend (if we so request), and hold harmless StellarOne, our group companies, and their officers, directors, suppliers, partners, and agents from an against any third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from (a) the content you post or submit, (b) your use of the Services (c) your violation of these Terms, or (d) your violation of any rights of a third party. Your indemnification obligation will survive the termination of these Terms and your use of the Services.

Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, USA without reference to its choice or conflicts of law principles. Where the “Dispute Resolution” section below does not apply, you and we consent to the exclusive jurisdiction and venue of federal and state courts in place, USA.

Legal Actions and Notices

No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your account or by you to email ID).

Relationship between us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

No Assignment

You may not assign or transfer these Terms (or the rights and licenses granted under them). For example, if you registered an account as an employee of a company, your account cannot be transferred to another employee. We may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction. Nothing in these Terms confers any right, benefit, or remedy on any third-party person or entity. You agree that your account is non-transferable and that all rights to your account and other rights under these Terms terminate u pon your death.

If there’s a dispute, our Support Team is happy to help resolve the issue. If that doesn’t work and you live in the United States, your options are to go to small claims court or bring a claim in binding arbitration; you may not bring that claim in another court or participate in a non-individual class action claim against us. This Dispute Resolution section applies only if you live in the United States. Most disputes can be resolved, so before bringing a formal legal case, please first try contacting our Support Team.

Small Claims

Either of us can bring a claim in small claims court in (a) a place in USA, (b) the country where you live, or (c) another place we both agree on, as long as it qualifies to be brought in that court.

Going to Arbitration

If we can’t resolve our dispute amicably, you and StellarOne agree to resolve any claims related to these Terms (or our other legal terms) through final and binding arbitration, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

The Arbitration Process

Any disputes that involve a claim of less than $10,000 USD must be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration must initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. Disputes that involve a claim of more than $10,000 USD must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person.

No Class Actions

We both agree that we can each only bring claims against the other on an individual basis. This means: (a) neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can’t combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this “Dispute Resolution” section will be null and void, but the rest of the Terms will still apply.

Class and Collective Action Waivers

StellarOne and Student mutually agree that by entering into this arbitration agreement to arbitrate, both waive their right to have any covered dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an Arbitrator will not have any authority to hear or arbitrate any class and/or collective claim (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an Arbitrator. The Class Action Waiver will be severable from this arbitration agreement in any case, in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. (a) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator. (b) The Arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. (c) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable. (d) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions. (e) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction. (f) Either StellarOne or Student may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this section may be rendered ineffectual. (g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. If any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of this Agreement and/or after Student ceases any relationship with StellarOne. Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Student and an authorized representative of StellarOne.

Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question provided that the Party affected (a) promptly notifies the other in writing of the nature and extent of the cause, (b) could not have avoided the effect of the cause by taking precautions which it ought reasonably to have taken but did not; and (c) uses all reasonable efforts to mitigate the effects of the delay or failure in the performance of the obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

42.1. No waiver by either Party of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given. 42.2. No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

The Parties agree that, in the event that one or more of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

44.1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 44.2. Notices shall be deemed to have been duly given: 44.2.1. When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or 44.2.2. (Except for the service of proceedings) when sent, if transmitted by email and a return receipt is generated; or 44.2.3. On the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or 44.2.4. On the tenth business day following mailing, if mailed by airmail, postage prepaid in each case addressed to the most recent address, email address, or facsimile number notified to the other Party. 44.3. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

A term licence is specified for the Term specified in the Schedule or order confirmation (as appropriate) and is to be paid annually in advance and any date occuring for more than 12 months. The year starts from the Commencement Date. The Service Provider will issue an invoice and all terms and conditions of the Agreement apply. Usage of the products supplied is restricted to employees and contractors directly employed or engaged by the Client up to the credit limit set and agreed at the time of ordering unless a commercial licence has been purchased separately. In addition to the perpetual licence, credits must be purchased and allocated against each of the courses for which a licence has been arranged. Credits are defined as one unique use of the training programme in question. If the limit of credits is exceeded the Service Provider will invoice the Client for the full RRP amount published on the day the limit is passed. Additional credits may be purchased at any time. Trial Accounts are designed to allow single users access to a specific course for the purpose of assessing the suitability of programme content. Unless otherwise agreed all credits purchased expire within 12 months from date of purchase or on the annual the renewal date for the relevant course, whichever is the earliest.

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of USA. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of USA.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

If the Client experience problems in deploying the Service Provider’s web based application the Service Provider will work with the Client to resolve the problem in accordance with the SLA. This includes, within normal business hours, telephone and email support, support via a remote desktop session and liaison with the Client’s IT department/provider as the Service Provider deem necessary. In situations where it is deemed that the configuration of the Client’s computer or IT infrastructure is having a detrimental effect on the performance of the Service Provider’s application (for example the Client may use an unsupported device/browser, a thin client, have a proxy or firewall which is blocking access to programme resources) the Service Provider cannot continue to provide inclusive technical support. In such a scenario the Service Provider can pass the Client on to its recommended IT support partner (hourly rates available on request) who will be able to work directly with the Client to rectify any issues with its system. Alternatively the Client can consult with its own IT support partner for a resolution.

From time to time down-time, either scheduled or unscheduled, may occur. The Service Provider will work within reason to ensure this amount of down-time is limited. The Service Provider will not be held liable for the consequences of any down-time.

The Service Provider cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. The Client assumes all risk of use of all programs and files associated with the Services (including the Storage Services), and the Client releases the Service Provider entirely of all responsibility for any consequences of its use.

Discount codes are strictly for use by the intended recipient and are non-transferable. Each code may only be redeemed by a user once within a twelve month period up to a maximum value of 75% off (unless otherwise specified in writing by the Service Provider Customer Support or Marketing Manager.) One discount code per transaction. Discount codes may be redeemed either over the phone or (if specified) on the Service Provider website at the checkout stage. Discount codes are offered entirely at the discretion of Service Provider, and Service Provider reserves the right to refuse their redemption at any time.

Under this Agreement, Student consents to receive communications from the Company electronically. The Company will communicate with Student by e-mail or by posting notices on the Sites or Apps. Student agrees that all agreements, notices, disclosures, and other communications that the Company provides to Student electronically satisfy any legal requirement that such communications be in writing.

This Agreement contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein.

This Agreement shall be binding upon Student and inure to the benefit of StellarOne and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of StellarOne are sold or transferred. Tutor shall not be entitled to assign this Agreement or any of Student’s rights or obligations hereunder.

This Agreement may be amended or modified only by a written instrument executed by both the Company and Student.

This Agreement may be executed in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute the same instrument.

The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.

Any action brought under this Agreement shall be conducted in the English language. The parties hereby confirm that they have requested that this Agreement be drafted in English.

Notwithstanding the “Updating these Terms” section below, if StellarOne changes this "Dispute Resolution" section after the date you last indicated acceptance to these Terms, you may reject any such change by providing StellarOne written notice of such rejection by mail or hand delivery to: StellarOne, company address or by email from the email address associated with your Account to: email ID within 30 days of the date such change became effective, as indicated by the "last updated on" language above. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and StellarOne in accordance with the provisions of this "Dispute Resolution" section as of the date you last indicated acceptance to these Terms.

The services hereunder are offered by StellarOne, with e-mail: email ID. We are required to inform you that you may reach the Complaint Assistance Unit via mail at address or telephone at phone number.

This Agreement may be signed and is enforceable by electronic signature, digital signature, wet signature, and facsimile signature.