Skool Terms and Conditions

Effective: July 1, 2023

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS(“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SKOOL.

SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 16 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Purpose

SKOOL.COM, INC. (“Skool,” “we,” “us,” or “our”) provides a platform which allows people to host communities with which they can share education content and course materials. By using the Skool website and any of the information and services offered through the application (“Services”), you agree to be bound by this Agreement. The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other Users (collectively “you,” “your,” or “Users”). While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.

2. Eligibility

By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:

• You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Services;
• You are 16 or older;
• You have the authority to enter into the Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services; and,
• You will comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.

3. Access

• Access. By entering into this Agreement, you will be granted a revocable license to access the Services. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.
• Prohibited Uses. For members of a group community (“Members”): You understand, acknowledge, and agree that any access or use of the Services shall be for your personal, non-commercial use only, and that you will not commercially exploit any portion of the Services. For content creators and group administrators (“Admins”): You understand, acknowledge, and agree that any access or use of the Services shall be solely on behalf of you or your organization, and that you have all authorizations and rights necessary to use any portion of the Services on behalf of your organization.
• Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties.
• Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Services.

4. Acceptable Use Policy

By using the Services, you agree that:

• You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
• You will not use the Services to cause nuisance, annoyance or inconvenience.
• You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Users.
• You will not violate the publicity or privacy rights of another individual.
• You will not copy or distribute any content displayed through the Services.
• You will not create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for your personal, non commercial use.
• The information you provide to us or otherwise communicate with us is accurate.
• You will not use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.
• You will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
• You will not deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.
• You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.
• You will not impersonate another person, act as another entity without authorization, or create multiple accounts.
• Your self-submitted content (“User Content”) does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
• Your User Content does not violate any state or federal law designed to regulate electronic advertising.
• Your User Content does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us in our sole discretion.
• The creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party.
• You have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms.

5. Information on our Services

While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Services, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our Services and expressly disclaim liability for errors and omissions in the contents of our Services. Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.

6. Payment Terms for Group Admins

On-Time Payment. Admin hereby authorizes Skool to charge Admin's payment method (as specified below), in advance, for the amount of Admin's regular subscription fees, inclusive of any and all Services that Admin has signed up for (collectively, “Subscription Fees”), for each agreed term of the Admin's selected subscription term. Admin hereby authorizes Skool to modify the Subscription Fees charged for a selected subscription term upon thirty (30) days’ notice to Admin sent by e-mail to the address provided on registration. The Subscription Fees, when paid, are non-refundable and accrue on the first day of each term or successive renewal term until canceled, regardless of whether or not the Admin actually uses the Site or the Services. Various Services on the Site, whether offered by Skool, third-party service providers or others, may require additional fees or charges not included within a subscription.

Admin is required to pay all charges on time and agrees to submit an accompanying payment authorization in connection with these charges when requested by Skool. Skool may terminate or disable Admin's subscription if Admin fails to pay fully and in a timely manner all amounts due to Skool. If Admin's payment method expires or is otherwise declined for payment, access to the Services and the Site may be modified, suspended or cancelled, in Skool's sole discretion and without notice to Admin. All fees are quoted and payable in United States Dollars. Admin is also responsible for paying all applicable taxes for Services and/or Content, and any other costs incurred in connection with the use of or access to the Site or its Services.

Payment Methods. Admin agrees to the Privacy Policy when providing any necessary personal information for the purposes of processing payment for a Skool subscription. Skool may use third-party service providers for payment processing. In such cases, the third-party payment processor’s terms and conditions apply. Please review these third-party terms and conditions before completing payment.

Subscription Term; Auto Renewal. Subscriptions are normally assessed on a monthly or annual basis, but other Services and their respective billing arrangements may be made available to Admins at Skool's sole discretion. The Subscription Fees are calculated from the day upon which Admin's paid Subscription commences. From time to time and at its sole discretion, Skool may offer different subscription terms on its Site, and the fees for such subscriptions may vary. The term of Admin's access to the Site, Services and Content is based upon Admin's express agreement and adherence to these Terms and to Admin's fully paid subscription and/or other fees. Admin's subscription to the Site shall be for the initial term (e.g., monthly or annually) as may be agreed by Admin and Skool through online registration and shall automatically renew for indefinite successive renewal terms for the same period as the initial term, unless terminated by Admin or Skool in accordance with the provisions of these Terms.

Cancellation. Either Skool or Admin may cancel Admin’s Subscription at any time for any reason (unless otherwise stated in an applicable promotional offer). In the event of cancellation by Skool or by Admin, all fees due to Skool up to the end of the then-current term billing cycle at time of cancellation shall remain payable to Skool. No refunds will be provided for partial billing periods, unless otherwise specifically stated in an applicable promotional offer. Upon cancellation, Admin will retain access to Skool through the end of Admin’s billing period. After the end of such billing period, Admin’s group will be archived, whereas then-current content will be available on a read-only basis, and no new content may be added.

Admins may cancel their subscription by any of the methods below:

• Sign into Admin’s Skool account, click on “Settings” and click on “Billing” then “Cancel Subscription”; or
• Send a cancellation request via email to help@skool.com

If at any time Skool believes, in its sole discretion, that an Admin has violated any provision of these Terms, Skool may immediately terminate that Admin’s Subscription and all other Services without any refund or other remedy, and all fees due to Skool up to the end of the then-current billing cycle at the time of such termination shall remain payable to Skool. Such termination will not limit any other right by Skool under contract, tort or any other legal theory to pursue any claim or cause of action against the Admin for violating these Terms, including without limitation, monetary damages, injunctive relief, attorney's fees and court costs.

Account Discrepancies. Admin may contact Skool by e-mail at help@skool.com concerning charges or other questions regarding the status of Admin's account. However, if Admin's account-related questions are not satisfactorily resolved within fifteen (15) business days of Admin's first calling or sending an e-mail to Skool Support regarding such questions, Admin must write to Skool at: SKOOL.COM, Inc., 111 Main St. El Segundo, CA 90245, delivered by United States mail.

Notwithstanding the foregoing, in no event may Admin dispute any charge or account billing hereunder later than ninety (90) days after such questionable account billing or other discrepancy should have been or could have been reasonably discovered by Admin. Otherwise, except as required by applicable law, any and all such Admin complaints are waived by Admin.

Admin/Member Transactions. This section describes the terms which apply to Admin/Member Transactions:

• The Transaction Terms between Admins and Members governs and sets out the terms applicable to transactions between Members and Admins (“Admin/Member Transaction(s)”).
• Third-party payment provider terms and conditions, which include Stripe's US Services Agreement and Connected Account Agreement, and may be modified by the third-party from time to time.
• All Admin/Member Transactions are contracts between Members and Admins, subject to the Transaction Terms between Admins and Members and any additional terms agreed upon between Admins and Members. Although we facilitate Admin/Member Transactions by providing the Skool platform and storing Admin content, we are not a party to the Transaction Terms between Admins and Members or any other contract which may exist between a Member and Admin, and we are not responsible for any Admin/Member Transaction.
• When you receive confirmation from Skool, either in your Admin account or by email, that the Admin/Member Transaction has been confirmed, you must perform your part of such Admin/Member Transaction (e.g., by allowing the Member to access your community).

Payouts to Admins.

• All payments to an Admin's community by a Member (“Member Payment(s)”) will be received by a third-party payment provider approved by us.
• Your Admin account will be updated within a reasonable time with your earnings from your Admin communities (“Admin Earnings”). Your Admin Earnings will become available for withdrawal by you from your Skool account once such Admin Earnings appear in your Skool account.
• To make a withdrawal of your Admin Earnings from your Skool account, you must have at least the minimum payout amount in your Admin account.
• The amount that you see in your 'current balance' in your Skool account is your Creator Earnings at the relevant time. All Creator Earnings are transacted in USD only. Your bank may charge you currency conversion or transfer fees for access the money.
• If a Member successfully seeks a refund or chargeback from their credit card provider in respect of a Member Payment made to you, we may investigate and may decide to deduct from your account an amount equal to the Admin Earnings earned by you on the charged-back or refunded amount.
• Except for payouts involving payment by direct bank transfer, we do not store any data disclosed by you when you register a payout option with a third-party payment provider.

Circumstances in which we may withhold Admin Earnings.

• We may withhold all or any part of the Admin Earnings due to you but not yet paid out:
• if we think that you have or may have seriously or repeatedly breached any part of this Agreement;
• if you attempt or threaten to breach any part of this Agreement in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
• if we suspect that all or any part of the Admin Earnings result from unlawful or fraudulent activity, either by you or by the Member who made the Member Payment resulting in the Admin Earnings,
for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Agreement; (ii) you have attempted or threatened to breach any part of the Agreement in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); and/or (iii) the Admin Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Admin Earnings.
• We may withhold all or any part of the Admin Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned or otherwise allowed a lien to be placed on Admin Earnings. We undertake no duty to pay Admin Earnings to third-party lienholders and may withhold payment of Admin Earnings until the lien has been removed.
• We shall not have any responsibility to you if we withhold or forfeit any of your Admin Earnings where we have a right to do so under this Agreement.
• If we are withholding all or any part of the Admin Earnings due to you and we determine that part of the Admin Earnings withheld by us is unrelated to breaches by you of the Agreement or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Admin Earnings which we determine to be unrelated to breaches by you of the Agreement or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Agreement has or may cause us loss, we may withhold all Admin Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.

7. User Submissions and Content

We may provide you with interactive opportunities through the Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented, without notification to and/or approval by you, except as otherwise required bylaw.

Feedback.You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.

8. Good Samaritan Content Policy & Complaint Procedures.

• Policy. It is the policy of the owners and operators of these Services to not tolerate any acts of intellectual property infringement or violations of U.S. law or to allow for any child pornography or obscene or defamatory material to be posted at these Services. We will do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable. The provisions of this Section 8 are intended to implement this policy but are not intended to impose a contractual obligation on the owners or operators of these Services to undertake, or refrain from undertaking, any particular course of conduct.
• Complaint Procedures. If you believe that someone has posted material at these Services which infringes the intellectual property or other rights of third parties or which is in violation of U.S. law or which is racist, sexist, obscene, harassing, defamatory, or otherwise objectionable, or which constitutes child pornography, we ask you to flag the post to our attention, or promptly notify us by email at the following address: help@skool.com. You must use this address if you want to ensure that your complaint is actually received by the appropriate person charged with responding to such communications.
• In order to respond as quickly as possible to any complaint, please provide us with as much detail as possible, including
  • the nature of the right infringed or violated (including the registration numbers of any registered copyrights, trademarks or patents allegedly infringed);
  • all facts which lead you to believe that a right has been violated or infringed; the precise location where the offending material is located;
  • any grounds to believe that the person who posted the material was not authorized to do so or did not have a valid defense (including the defense of fair use); and
  • if known, the identity of the person or persons who posted the infringing or offending material
• Indemnification/Waiver of Certain Rights. By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of California. In addition, you agree, at your own expense, to defend us and indemnify us against any liability which we may incur by our response to your complaint.
• Waiver of Claims and Remedies. We expect visitors to take responsibility for their own actions, and, asset forth below in sections 14 and 15, cannot assume liability for any acts of users or third parties which take place at these Services. By this Agreement, you acknowledge that in establishing a complaint procedure we are taking on the role of a Good Samaritan and, in order to allow us to do our best, in good faith, to purge or otherwise restrict the availability of material that is infringing, racist, sexist, obscene, harassing, or otherwise objectionable, you agree to waive any claims or remedies which you might otherwise be able to make against us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content at these Services or our response, or failure to respond, to a complaint.
• Investigation/Right to Purge Postings. You agree that we have the right (but not the obligation) to investigate any complaint received and, at any time and for any reason, to remove any material which you post to these Services, with or without your permission, and with or without cause, in our sole discretion. By reserving this right, we do not undertake any responsibility in fact to remove content posted online, whether or not a complaint has been received.

9. Intellectual Property Ownership

We (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

10. Copyright Policy

We will terminate the account and access rights of any repeat infringer.If you are a copyright owner or the legal agent of a copyright owner, and you believe that any User Content infringes on your copyrights, you may submit a notification pursuant to the Skool Digital Millennium CopyrightAct (DMCA) Notice. Please see our DMCA Policy for more information.

11. Privacy

We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.

12. Third-Party Interactions

The Services may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites or any Third-Party Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. Indemnification

You agree to indemnify and hold harmless Skool and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Services.

14. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU.THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE TEXT, GRAPHICS OR LINKS.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

15. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT,TORT, OR OTHERWISE) SHALL SKOOL BE LIABLE TO YOU OR ANY THIRD PARTY FOR(A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, ORANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED "AS IS" AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.

16. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

• Scope of Arbitration Agreement.You agree that any dispute or claim relating in any way to your accessor use of the Services or as a consumer of our services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Skool may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. IF YOU AGREE TO ARBITRATION WITH SKOOL, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
• Informal Resolution. You and Skool agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome.You and Skool therefore agree that, before either you or Skool demands arbitration against the other, we will personally meet and confer, via telephone or video conference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Skool that you intend to initiate an informal dispute resolution conference, email help@skool.com, providing your username associated with your Skool account (if any), the email address associated with your Skool account (if any), and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
• Arbitration Rules and Forum.This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, COGENCY GLOBAL, INC. 850 New Burton Rd, Suite 201. Dover, DE19904. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location.
• Arbitrator Powers.The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Skool. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Skool.
• Waiver of Jury Trial.YOU AND SKOOL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Skool are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 16(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
• Waiver of Class or Consolidated Actions.YOU AND SKOOL AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Skool is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 17.
• Batch Arbitrations.To increase efficiency of resolution, in the event 100 or more similar arbitration demands against Skool, presented by or with the assistance of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Skool and the arbitration provider to implement such a batch approach to resolution and fees.
• Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Skool can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Skool in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), anda CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: help@skool.com . If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
• Survival. This Arbitration Agreement will survive any termination of your relationship with us.
• Modification.Not withstanding any provision in the Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.

17. Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Skool agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of Delaware for courts situated in Kent County, Delaware, or in federal court for the District of Delaware.

18. Termination

At our sole discretion, WE MAY MODIFY OR DISCONTINUE THE SERVICES, OR MAY MODIFY, SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, FOR ANY REASON, WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY. In addition to suspending or terminating your access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

19. General

• No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Skool or any third-party provider as a result of this Agreement or use of the Services.
• Choice of Law. This Agreement is governed by the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
• Severability. Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
• Electronic Communications. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.
• Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

20. Contact Information

111 Main St. El Segundo, CA 90245

help@skool.com