Last Updated: October 13, 2022

Terms of Use

1. Introduction to this agreement

1. Introduction to this agreement

1.1

These Terms of Use (“Terms”) apply to Edgi Learning, Inc.’s (“Edgi Learning”, “we”, “our”, “us”) website, including without limitation, https://www.edgilearning.com/, along with the features, functionalities, applications, browser extensions and other services available through our website (collectively, our “Website”), and our Discord community, town halls, Quests, Edgi Bot, our other programs and all other services we provide (our “Services”). Our Website and Services are collectively referred to herein as our “Offerings”.

1.2

By accessing or using our Offerings in any way, including without limitation, using our Services, accessing any portion of our Website or submitting anything to us through or in connection with our Website, you agree to read, comply with, and be legally bound by: (1) these Terms; (2) any additional terms and conditions, agreements, and policies published on the Website or otherwise applicable to your use of the Website (the “Rules”); and (3) any other agreements applicable to your access to, use of or participation in our Website, services, or programs (collectively, the “Additional Agreements”). These Terms, the Rules and any and all Additional Agreements are collectively referred to in these Terms as the “Agreements”.

2. ACCEPTANCE AND APPLICABILITY OF AGREEMENTS

2.1

Eligibility. You must be at least 13 years old to use or access our Offerings, and you must be at least 18 years old to register an account on the Website. If you are under 18, you must have your parent’s or legal guardian’s permission to use our Offerings. If this applies to you, please read these Terms and our Privacy Policy with your parent or legal guardian. If you are a parent or legal guardian and you give your child permission to use our Offerings, these Terms apply to you, and you are responsible for your child’s use of our Offerings and payment for our Services.

2.2

Representations and Warranties. Without limiting anything set forth in the Agreements, by accessing or using our Offerings, you represent to us that: (1) you meet the requirements described in Section 2.1 of these Terms; (2) you are legally able to enter into contracts; (3) you are not a person barred from accessing or using our Offerings under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from accessing or using our Offerings for any reason other than your cancellation of your access to or use of our Offerings in accordance with the Agreements.

2.3

Changes to Terms. We may update or modify these Terms from time to time, without limitation by posting a revised version of these Terms on our Website and by publishing a general notice of such changes on our Website. You can review the most current version of these Terms at any time by clicking the Terms of Use link on our Website. By accessing or using our Offerings after we have provided such notice, you agree to be bound by such modifications.

2.4

Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:

(a)      change or terminate all or any part of our Offerings;

(b)      restrict or terminate your access to all or any part of our Offerings;

(c)     refuse, move, or remove anything that is available through our Offerings; or

(d)     deny access to our Offerings to anyone at any time in our sole and absolute discretion.

2.5

Conflicts. In the event of any conflicts between these Terms and any other Agreement, unless otherwise specified in such other Agreement, these Terms shall control.

3. ACCESS TO AND USE OF OUR WEBSITE

3.1 Our Community.

(a)  Registration. To use our Services, you may need to obtain access to our Discord server, or engage in other similar registration activities as we may require from time to time. You agree that any personal data you provide when you register or place an order is accurate, current, and complete in all respects; and that you will notify us of any changes to the personal data you provide us by emailing us at support@edgilearning.com. You also agree not to impersonate any other person or entity or to use a name that you are not authorized to use.

(b) User Access. Access to and use of our Services are personal in nature and may only be used by the user who has been granted access to our Services. Thus, you will not allow any third party to access or use the credential you use to access and use our Services, unless otherwise provided in these Terms. Edgi Learning cannot and will not be liable for any loss or damage arising from your failure to comply with this provision or any of the Terms, including loss or damages of any kind that may arise as a result of someone else using the credentials you use to access or use our Services, either with or without your knowledge. However, you may be held liable for any losses incurred by us or another party due to someone else using your credentials. If we suspend or terminate any of your access to or use of our Services under these Terms, you acknowledge that all information and content associated with such access will no longer be available to you.

4. ACCEPTABLE USE

4.1 Acceptable Use. Your access to and use of our Offerings must comply with the following (the "Acceptable Use Restrictions"):

(a) You are only allowed to access and use our Offerings for their intended purposes, as determined by us in our sole discretion.

(b) Without limitation, you are not allowed to access or use our Offerings to: (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else's rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else's personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.

(c) You are also prohibited from: (1) reformatting or framing any portion of our Offerings; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Offerings; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, translating, disassembling, decompiling, or reverse engineering any portion of our Offerings or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Offerings; (5) disrupting or otherwise interfering with our Offerings or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Offerings, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws; (9) creating a false identity on or in connection with our Offerings; (10) creating an account for any portion of our Offerings for anyone else; (11) releasing to any third party information related to your access to or use of our Offerings for purposes of monitoring the availability, performance, or functionality of our Offerings, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Offerings, except as expressly permitted under the applicable Agreements; (13) accessing or using our Offerings in a service bureau or time-sharing environment (including, without limitation, accessing our Offerings to provide third parties a service consisting solely of the collection and entry of data and other information on or available through our Offerings); (14) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under the Agreements; (15) creating any derivative works based on our Offerings; and (16) modifying, obscuring, or removing any proprietary notices on or provided through our Offerings or copies thereof.

4.2 Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the Agreements when accessing or using our Offerings. Without limiting the foregoing, by accessing or using our Offerings, you represent and warrant that: (1) you are not located in a 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 (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access or use our Offerings outside the United States, you are solely responsible for ensuring that your access to and use of the Offerings in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Website is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Website, in whole or in part, from any geographic location.

4.3 Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Offerings.

4.4 Sign Ups for the Waiting List. At this time, we provide users with the opportunity to request early access to our community by joining the waitlist. You can join the waitlist by providing a phone number at https://www.edgilearning.com/ (https://www.edgibot.com/).  Joining the waitlist does not guarantee that we will provide you with early access to our community or to any new features or other updates.

4.5 Cancelation. We may cancel any of Services at our sole discretion.

5. USER CONTENT AND INFORMATION

5.1 User Content. We provide users with the ability to add, create, upload, submit, distribute, post, or share content on or through our Website and Services, including, but not limited to, website links, opinions, information, posts, profiles, pictures, videos, and audio clips (collectively, “User Content”). Reliance on User Content is at your own risk. You acknowledge and agree that we are not responsible or liable for any User Content that appears on our Services. We reserve the right to limit the amount or number of posts, comments, feedback or other User Content. Additionally, User Content must be accurate (where stating facts) and be genuinely held (where stating opinions).

5.2 Your Content. If you provide any User Content (“Your Content”), unless otherwise specified in an applicable Agreement, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of, and sublicense Your Content in any manner or through any media now known or later developed without any payment obligation to you. Without limiting the foregoing, you acknowledge and agree that Your Content may be viewable by any other users of our Offerings. Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move, or remove any User Content, including, without limitation, Your Content, posted to our Website or Services. Without limiting anything specified in an applicable Agreement, these rights will not apply to any of Your Content that you elect to opt out of allowing us to share by using the features and functionalities available through our Offerings.

5.3 Complaints. If you believe that Content posted on the Website or Services violates these Terms or is in any other way objectionable, please notify us through support@edgilearning.com and specify all postings of such Content, as well as the reasons for your objections. If you do not provide us with sufficient information, we may be unable to process your complaint. We reserve the right to investigate and we will determine, in our discretion, what action (if any) to take. You are solely responsible for your interactions with other users of our Offerings. While we reserve the right to monitor or to intervene in disputes between you and other users, we have no obligation to do so.

5.4 Abusive and Offensive Language. Abusive and offensive language will not be tolerated on our Website, social media sites, or with our personnel. You are not entitled to make untrue, malicious, and/or damaging comments with regard to our operations in any media or forum.

5.5 Personal Information. By accessing or using our Offerings, you acknowledge and understand that we may collect, use, disclose, transfer, and share your personal information. This may include, but is not limited to, sharing information with companies other than Edgi Learning as described in our Privacy Policy, available at https://www.edgibot.com/privacy. The Privacy Policy may be updated from time to time, so please review it regularly. If you do not agree with the collection and use of personal information as described in the Privacy Policy, please stop using our Offerings and terminate your access to our Offerings.

5.6 Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

5.7 Links to Third Party Websites. Our Website or Services may include links to other websites (e.g., sponsors’ and/or advertisers’ websites) or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external websites or services and that we do not endorse and are not responsible or liable for any such linked websites or services or any information, material, products or services contained on or accessible through other websites or services. Furthermore, we make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked websites or services. Your access to and use of linked websites or services, including, without limitation, any information, material, products and services on or accessible through other websites or services is solely at your own risk.

Text and Voice Communications. We may, now or in the future, provide you with the opportunity to use our text message artificial intelligence tool Edgi Bot. By using Edgi Bot, in addition to these Terms, you also agree to the following:

You expressly consent to receive text messages from an automatic telephone dialing system on any mobile phone number you provide to us.

You understand that message and data rates may apply and that you, not Edgi, will be solely responsible for any carrier charges imposed on you due to your receipt of any text messages including, without limitation, any Edgi Bot messages.

You can withdraw your consent by sending us an email at support@edgilearning.com and including your phone number and the subject line “STOP” in the email. If you withdraw your consent, we may send you one final text message to confirm withdrawal of your consent.

6. OWNERSHIP AND LICENSE

6.1 Ownership. All rights, title and interest in and to our Offerings, including, but not limited to, all of the software and code that comprise and operate our Website, and all of the course materials, text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Website are owned by us or third parties who have licensed their content to us. Our Offerings are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, our Offerings are a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of our Offerings.

6.2 Marks. The Edgi Learning names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within our Website, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of Edgi Learning (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Website are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on our Website without the prior written permission of the applicable third party.

6.3 Abusive and Offensive Language. Abusive and offensive language will not be tolerated on our Website, social media sites, or with our personnel. You are not entitled to make untrue, malicious, and/or damaging comments with regard to our operations in any media or forum.

7. TERMINATION

7.1 Right to Terminate. Subject to the terms set forth in the Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your ability to access or use our Offerings for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Offerings. You agree that we will not be liable to you or any third party for any such termination.

7.2 Effects of Termination. If we exercise our termination rights available under the Agreements, your license to access and use our Offerings shall immediately terminate and you must discontinue all access to and use of our Offerings affected by such termination.

7.3 Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.

7.4 Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.

8. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

8.1 Edgi Learning Policy. Edgi Learning respects the intellectual property rights of others. You must ensure that Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Website in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on our Website infringe a third party’s copyright. Additionally, subject to Section 8.4 below, we will terminate your account if you are a repeat infringer.

8.2 Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on the Website infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:

(a) physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(g) Edgi Learning may disclose DMCA notices to affected users and third party databases that collect information about copyright takedown notices.

8.3 Counter Notifications. If Your Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter notification to the address provided below. Such counter-notification must contain the following

(a) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(b) a description of the material that was removed and where the material previously appeared on our Website reasonably sufficient to permit us to identify the material;

(c) a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

(d) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which Edgi Learning may be found (the courts encompassing Kings County in the State of New York) and that you will accept service of process from the person who provided the original DMCA notice or an agent of that person; and

(e) your physical or electronic signature.

We will forward any complete counter-notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we may, but are not obligated to, restore Your Content and other materials. Until that time, Your Content and other materials will remain removed.

8.4 Repeat Infringers. Without limiting anything else in the Agreements, we will terminate your account if you receive three (3) DMCA Takedown Actions. A “DMCA Takedown Action” occurs each time Your Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA Takedown Action. We may remove a DMCA Takedown Action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter-notification; or (2) the party who provided the DMCA notice withdraws their complaint.

8.5 Address for Notices. DMCA notices and counter-notifications may be sent to our designated agent, Joshua Shapiro at the following addresses:

By email to: josh@edgilearning.com

By mail to:

        Edgi Learning, Inc.

        Attn: Joshua Shapiro, Copyright Agent

        55 Washington St, Ste 740

        Brooklyn, NY 11201

9. YOUR LIABILITY

9.1 Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR OFFERINGS IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES AND COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR OFFERINGS, YOUR CONNECTION TO OUR OFFERINGS, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.


HOWEVER, WE RESERVE, AND YOU GRANT TO US, THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER. YOU AGREE THAT THIS INDEMNITY EXTENDS TO REQUIRING YOU TO PAY FOR OUR REASONABLE ATTORNEY FEES, COURT COSTS, AND EXPENSES. IN THE EVENT OF A CLAIM SUCH AS ONE DESCRIBED IN THIS PARAGRAPH, WE MAY ELECT TO SETTLE WITH THE PARTY/PARTIES, AND YOU SHALL BE LIABLE FOR THE DAMAGES AS THOUGH WE HAD PROCEEDED WITH A TRIAL.

9.2 Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including the right to block access from a particular Internet address to our Website and report misuses to law enforcement.

10. DISCLAIMERS

10.1 Disclaimers of all Warranties.

(a) OUR OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR OFFERINGS (INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF OUR WEBSITE), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT OUR WEBSITE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE, OR THAT THE OFFERINGS, OR ANY RESULTS FROM YOUR ACCESS TO, PARTICIPATION OR USE THEREOF WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

(b) YOU HEREBY ACKNOWLEDGE THAT OUR WEBSITE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR WEBSITE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR WEBSITE CAUSED BY SUCH FACTORS.

(c) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OUR WEBSITE.

(d) WE ARE NOT RESPONSIBLE OR LIABLE FOR, NOR DO WE REPRESENT OR OTHERWISE WARRANT THE PERFORMANCE OF ANY DEVICE YOU USE TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTINUING COMPATIBILITY OF ANY DEVICE WITH OUR OFFERINGS.

(e) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

10.2 Use of Offerings at Your Sole Risk. YOUR ACCESS TO, PARTICIPATION IN AND USE OF OUR OFFERINGS, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR OFFERINGS AND USE OF ANY INFORMATION WE MAY PROVIDE, OR RESULTS GENERATED, THROUGH OR IN CONNECTION WITH YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS IS AT YOUR SOLE OPTION, DISCRETION AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF OUR OFFERINGS OR ANY SOFTWARE COMPRISING ANY PORTION OF OUR OFFERINGS, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR SOFTWARE, COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR ANY OTHER EQUIPMENT YOU USE TO ACCESS, PARTICIPATE IN OR USE, OR IN CONNECTION WITH, OUR OFFERINGS. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.

10.3 No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM OUR OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10.4 Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED EDGI LEARNING SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF EDGI LEARNING.

11. LIMITATION OF LIABILITY

11.1 Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR OFFERINGS SHALL BE THE AMOUNT OF $100 OR THE COST YOU PAID FOR OUR SERVICES, WHICH EVER IS GREATER.

11.2 No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR OFFERINGS OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR OFFERINGS.

11.3 Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.4 Prevailing Party. IN ANY ACTION OR PROCEEDING BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR ACCESS TO OR USE OF THE OFFERINGS, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY FEES AND COSTS FROM THE OTHER PARTY.

12. ADDITIONAL TERMS

12.1 Waiver of Rights. YOU AGREE THAT BY ACCESSING OR USING OUR OFFERINGS, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

12.2 Jurisdiction. ANY ACTION ARISING FROM THESE TERMS, MUST BE BROUGHT EXCLUSIVELY IN COURTS COVERING KINGS COUNTY IN THE STATE OF NEW YORK, AS APPROPRIATE. YOU ALSO THEREFORE AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSES OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION, AND AGREE TO REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THIS AGREEMENT.

12.3 Taxes. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL TAX CONSEQUENCES ARISING OUT OF THE RECEIPT, USE, EXCHANGE, AND DISPOSITION OF ANYTHING YOU RECEIVE FROM OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR PARTICIPATION IN OUR SERVICES, WHICH MAY INCLUDE, WITHOUT LIMITATION, ANY REWARDS WE PROVIDE TO YOU FOR COMPLETING QUESTS OR PARTICIPATING IN OUR SERVICES (COLLECTIVELY, “REWARDS”), INCLUDING THE EXCHANGE OF ANY REWARDS FOR PRODUCTS OR THE CASH VALUE OF PRODUCTS PROVIDED BY EDGI LEARNING. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON EDGI LEARNING WITH REGARDS TO THE POSSIBLE TAX TREATMENT OF THE RECEIPT, USE, EXCHANGE, OR DISPOSITION OF ANY REWARDS.

12.4 Governing Law. These Terms will be governed by the laws of the State of New York, without giving effect to any principles of conflicts of laws.

12.5 Electronic Communications. The communications between you and Edgi Learning use electronic means. 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, including, but not limited to, the Agreements, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.6 Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.

12.7 Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

12.8 Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

12.9 Assignment. We reserve the right to transfer, assign, sublicense, or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.

12.10 Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.

12.11 Support. If you have any questions or concerns about our Offerings or these Terms, please email us at support@edgilearning.com.

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