Levered Learning, Inc.

Terms of Use

Thank you for accessing the Levered Learning websites at www.levered.com and app.levered.com (the “Sites”) and using Levered Learning, Inc.’s (“Company” or “Levered Learning" or “we” or “our” or “us”) corresponding subscription service that offers educational courses for students (such service collectively with the Sites, the “Service”). These Terms of Use (this “Agreement”) govern the browsing, viewing and other use of the Service, including text and other media regarding educational progress submitted by Students and other end users during their interaction with the Services (“User Content”). Please read this Agreement carefully, as it (among other things) requires: (a) in Section 13 that users and the Company arbitrate certain claims instead of going to court and restricts class action claims; and (b) in Section 5 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types.

1.Acceptance of Terms. Our Services are not available to (a) any users previously suspended or removed from the Services by the Company or (b) any persons under the age of eighteen whose registration has not been approved by their parent, legal guardian, or school. By checking the box indicating that you agree to this Agreement, you agree to be legally bound by all terms and conditions herein and you represent that (i) you have not been previously suspended or removed from the Services by the Company, (ii) you are either at least eighteen years of age or if you are under eighteen years of age, your parent, guardian, and/or school has consented to your use of the Services and (iii) your registration and your use of the Services is in compliance with any and all applicable laws and regulation. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at app.levered.com/terms-of-use. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not check the box indicating that you agree to this Agreement or otherwise accept this Agreement, in which case you may not use the Service.

2.Privacy Policy. The Company’s Privacy Policy, at app.levered.com/privacy (the “Privacy Policy”), describes the collection, use and disclosure of data and information by the Company in connection with the Service, including the collection, use and disclosure of data and information from children under the age of 13. The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclosure practices set forth therein.

3.How the Service Works. The Service allows parents (“Parents”) or, when used in a school setting, teachers (“Teachers”), to register their child or children (“Students”) to use the Services. Parents or Teachers must first register for their own user account under the Service before registering any Students to the Service. Any applicable payments must be received by Company prior to the registration of any students in connection with a Parent’s account. Each Student that is signed up for the Services by his or her Parents or Teachers will have a designated user account. A Student’s designated user account, which includes information about such Student’s progress in educational courses, will be automatically linked to the user account of such Student’s Parents or Teachers. Notwithstanding anything to the contrary in this Section 3, all references to “you” or “your” in these Terms shall apply to Parents, Students and Teachers unless if expressly designated otherwise.

4.Ownership; Proprietary Rights. As between you and the Company, you own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to your User Content, subject to the licenses granted to the Company and other end users (i.e. Parents and Teachers) of the Service herein. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Service, the software and technology used by the Company to provide the Service features and functionality and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as may be expressly set forth herein, you agree not to reverse engineer, decompile, disassemble, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. If you provide Company with any ideas, feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Company all right, title and interest in and to such Feedback and acknowledge that Company shall have the right to exploit such Feedback and related information in any manner it deems appropriate on a worldwide, perpetual basis without payment of any compensation to you.

5.Payment.

5.1When a Parent registers for the Service, he or she will be required to provide a current, valid, accepted method of payment associated with his or her Students’ user account, as may be updated from time to time (the “Payment Method”). Such Parent agrees that the Company may charge the Payment Method for each of his or her Students’ subscriptions at the then-current subscription rate (including any taxes, including local sales tax or VAT, and late fees, as applicable). If such Parent does not provide a Payment Method, such Parent and any of such Parent’s Students may not use the Service. To the extent such Parent is late in making any payment, the Company reserves the right to charge such Parent interest at the lesser of a rate of 1.5% per month or the highest rate permitted by law on all late payments hereunder. Upon a Parent’s request, the Company may, in its sole discretion from time to time, refund such Parent’s payments in exceptional circumstances; provided, however, that the Company shall not be obligated to grant a refund in any event. EACH PARENT AGREES THAT HIS OR HER PAYMENT METHOD WILL AUTOMATICALLY BE CHARGED BY THE COMPANY (THROUGH ITS PAYMENT CARD PROCESSING SERVICE PROVIDER) EACH MONTH FOR EACH OF HIS OR HER REGISTERED STUDENT’S SUBSCRIPTION UNTIL SUCH PARENT CANCELS THE LAST REGISTERED STUDENT’S SUBSCRIPTION.

5.2The Company automatically bills a Parent’s Payment Method on the calendar day corresponding to the commencement of such Parent’s first Student’s subscription and each month thereafter. If a Parent has registered more than one Student for the Service, Parents shall be billed for all their subsequent Students that subscribe to the Service on the date of their registration for a prorated amount to cover a partial month and on the same calendar day as the first Student at the applicable rate for all subsequent months. For example, if a Parent registers her first Student on April 1 and her second Student on April 16, then the Parent would pay the then-current monthly subscription rate for her first Student on April 1, one-half of the then-current monthly subscription rate for her second Student on April 16 and two times the then-current monthly subscription rate on May 1 and the first of each calendar month thereafter for both Students. As used in this Section 5.2, “bill” or “billing” shall indicate a charge, debit or payment clearance, as applicable, against a Parent’s Payment Method. The Company will not send a Parent a monthly or annual statement. Receipts for recurring charges will be sent to each Parent’s email each month via our third party payment provider. If a Parent revokes authorization to charge his or her Payment Method, or if for any reason such Parent’s payment card issuer does not submit payment, the Company will cancel such Parent and any of such Parent’s Students’ subscription to the Service.

5.3The Company may make coupon codes available from time to time at its own discretion. Coupon codes have no cash value and cannot be redeemable for cash. The unauthorized reproduction, resale, modification or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed or restricted. The Company reserves the right to change or limit coupon codes in its sole discretion.

5.4From time to time, at the Company’s discretion, the Company may offer discounted trial subscriptions to the Service for Students. STUDENTS WILL BE AUTOMATICALLY ENROLLED IN (AND PARENTS WILL BE CHARGED FOR) THE SELECTED SUBSCRIPTION PLAN AT COMPANY’S STANDARDS FEES FOLLOWING THE END OF ANY SUCH DISCOUNTED TRIAL PERIOD. PARENTS MUST CANCEL PRIOR TO THE END OF A STUDENT’S DISCOUNTED TRIAL IN THE MANNER SPECIFIED BELOW TO AVOID BEING CHARGED AT COMPANY’S STANDARD RATES.

5.5PARENTS MAY CANCEL THEIR STUDENTS’ SUBSCRIPTIONS AT ANY TIME BY CLOSING ALL APPLICABLE STUDENT ACCOUNTS VIA THE SERVICE. ALTERNATELY, PARENTS MAY CANCEL STUDENT SUBSCRIPTIONS BY CONTACTING US AT support@levered.com. IF PARENTS CANCEL A STUDENT’S SUBSCRIPTION, SUCH STUDENT MAY STILL USE HIS OR HER SUBSCRIPTION UNTIL THE END OF HIS OR HER THEN-CURRENT SUBSCRIPTION MONTH AND PARENTS MAY ACCESS SUCH STUDENT’S ACCOUNT DATA UNTIL ONE MONTH FOLLOWING THE END OF SUCH STUDENT’S SUBSCRIPTION. TO NOT BE CHARGED FOR A STUDENT’S SUBSCRIPTION FOR THE FOLLOWING SUBSCRIPTION MONTH, PARENTS MUST CANCEL SUCH STUDENT’S SUBSCRIPTION AT LEAST 7 DAYS PRIOR TO THAT MONTH, OR WILL OTHERWISE BE CHARGED FOR THAT MONTH’S SUBSCRIPTION. ALL CANCELATION REQUESTS RECEIVED LESS THAN 7 DAYS BEFORE THE FOLLOWING SUBSCRIPTION MONTH WILL APPLY TO THE FOLLOWING CYCLE.

6.User Content.

6.1The Service allows Students to submit User Content through the Service. You agree that you are responsible for all of your User Content and all activities that occur under your user account. Subject to Section 6.2, some or all of your User Content may be removed at any time, for any reason or for no reason and without notice.

6.2If you are an educational agency or institution, including a school, district, or teacher, you represent and warrant that any User Content you or a Student submits that constitutes an education record or personally identifiable information from an education record under the federal Family Educational Rights and Privacy Act (“FERPA”) has been submitted in accordance with all applicable FERPA disclosure conditions. We will not disclose such information to anyone else except as permitted under FERPA. Upon termination or expiration of your subscription or other service agreement to which these Terms of Use are applicable, at your request, we will ensure that all education records that were submitted to us, or have been created during the course of the subscription or agreement, are deleted or securely transferred to you or a third party designated by you, within a reasonable period of time.

6.3You shall retain all of your ownership rights in your User Content. Subject to Section 6.2, you hereby grant the Company a worldwide, nonexclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit, prepare derivative works of, distribute and perform your User Content for purposes of operating the Service and the Company’s (and its successor’s) business, in any media formats and through any media channels. Our practices with respect to User Content are described in the Privacy Policy.

6.4In connection with your User Content, you further agree that you will not use, create, provide or post: (a) material that is subject to third-party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (b) material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (c) advertisements or marketing content or solicitations of business, or any content of a commercial nature.

7.Prohibited Uses. As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement, or would cause a breach of any applicable agreements with third parties to which you are bound. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that the Company reserves the right to disable any user account with a profile which the Company reasonably believes is false or misleading (including a profile that impersonates a third party). By using the Service, you represent and warrant that: (a) you are not located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

8.Mobile Services. Using the Service on a mobile device 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 Service.

9.Termination. You may terminate this Agreement at any time, for any reason or for no reason, by deleting your Service account through the Service user interface. If you are for any reason unable to delete your account through the Service user interface, you may also send us a request for deletion of your account to support@levered.com. Such requests will be honored within a reasonable time after they have been received provided that you give us all reasonably necessary information and cooperation. Certain data may continue to be stored in our backup systems until regularly scheduled deletions occur. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your use of the Service or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you or any third party for any such termination. Sections 3–19 will survive any termination of this Agreement.

10.Disclaimers; No Warranties. THE SERVICE AND ANY USER CONTENT, INFORMATION, OR OTHER MATERIALS 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, THE COMPANY, AND ITS 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. THE COMPANY AND ITS LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.Indemnification; Hold Harmless. You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service, violation of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

12.Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’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 THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED FIFTY U.S. DOLLARS (USD$50). 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 WHICH CASE, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13.Arbitration.

13.1 Agreement to Arbitrate. This Section 13 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

13.2 Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

13.3 Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures (the "AAA Rules"), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 12. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.

13.4 Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

13.5 Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of the Service, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.

13.6 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

13.7 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

13.8 Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 13.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 13.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

14.Claims. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

15.Changes to Agreement. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (a) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (b) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

16.Electronic Communications. When you communicate with the Company through the Service or send us e-mail, you are communicating with us electronically. You hereby: (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing. The foregoing does not affect any rights you may have which cannot be waived under applicable law.

17.Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to arbitration under Section 13 shall be filed only in the state or federal courts in California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.

18.Contact Information. The Service is provided by Levered Learning, Inc. If you have any questions, complaints or claims with respect to the Service, you may contact Levered Learning at support@levered.com.

19.California Residents. Company is located at PO Box 2223, Santa Cruz CA, 95063. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.