terms.md

TERMS OF SERVICE

Welcome to Edthena! These Terms of Service of R3 Collaboratives, Inc. (these "Terms") govern all use of the "Edthena" application and online services ("App"), the Ai Coach by Edthena application and online services ("AI Coach"), the website located at app.edthena.com or any other websites we own or operate ("Site"), and our downloadable software provided on or in connection with the foregoing ("Software") (collectively, our "Service"). Our Service is owned and operated by R3 Collaboratives, Inc. ("we", "our", "us", or "R3 Collaboratives"). Users of our Service include without limitation: (i) schools, school districts, universities and other organizations ("Subscribers") who make our Service available to their users; (ii) a Subscriber's employees, consultants, contractors, customers, agents and any other User accessing and using our Service on behalf of a Subscriber and (iii) any other visitors, users, and others who access our Service (collectively, "Users"). We reserve the right, at our sole discretion, to modify or replace any of the terms or conditions of these Terms as provided herein. These Terms apply to all Users.

Our Service is offered subject to your acceptance, without modification, of all of these Terms and all other operating rules, policies and procedures that may be published from time to time on the Site by R3 Collaboratives.

BY USING OR ACCESSING ANY PART OF OUR SERVICE, BY CLICKING A BUTTON OR CHECKING A BOX MARKED "I AGREE" (OR SOMETHING SIMILAR), OR EXECUTING AN ORDER (DEFINED BELOW), YOU (THE "USER" OR "YOU") SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN OUR PRIVACY POLICY, LOCATED AT https://www.edthena.com/privacy, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. IF YOU NOT AGREE, DO NOT USE OR ACCESS OUR SERVICE.

Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration in Section 16.2 (the "Arbitration Agreement") and class action/jury trial waiver provision in Section 16.3 (the "Class Action/Jury Trial Waiver") that require, with only specified exceptions in Sections 16.1 and 16.2 or unless you opt out pursuant to the instructions in Section 16.2, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general or representative actions or proceedings.

1. ACCESS

1.1 Eligibility. This is a contract between you and R3 Collaboratives. You must read and agree to these Terms before using our Service. You may use our Service only if you can form a binding contract with R3 Collaboratives, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to our Service by anyone under 13 is strictly prohibited and in violation of these Terms. Our Service is not available to any Users previously removed from our Service by R3 Collaboratives.

User certifies to R3 Collaboratives that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that User is legally permitted to use our Service and takes full responsibility for the selection and use of our Service. These Terms are void where prohibited by law, and the right to access our Service is revoked in such jurisdictions.

1.2 Limited License. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, non-transferable, freely revocable license to use our Service solely for User's own personal use, and not for the use or benefit of any third party, and solely as permitted by the features of our Service. R3 Collaboratives reserves all rights not expressly granted herein in our Service and the R3 Collaboratives Content (as defined below). R3 Collaboratives may terminate this license at any time for any reason or no reason.

1.3 User Accounts. Your account on our Service (your "User Account") gives you access to the service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users and different types of Services. If you open an account or place an Order on behalf of a Subscriber, organization, or other legal entity, then (i) "you" and "your" includes you, that Subscriber, and any and all authorized Users and (ii) you represent and warrant that you are an authorized representative of the Subscriber with the authority to bind the Subscriber to these Terms, and that you agree to these Terms on the Subscriber's behalf. You further acknowledge and agree that if you are opening an account or otherwise using our Service as or on behalf of a Subscriber, your employees, consultants, contractors, customers, agents and any other User authorized to use our Service in connection with your or your Subscriber's account must create their own accounts and must separately agree to be bound by these Terms. By connecting to our Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User's User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use "strong" passwords with your User Account. You must notify R3 Collaboratives immediately of any breach of security or unauthorized use of your User Account. R3 Collaboratives will not be liable for any losses caused by any unauthorized use of your User Account. R3 Collaboratives reserves the right, in its discretion, to cancel or refuse registration of an R3 Collaboratives User ID. User shall be responsible for maintaining the confidentiality of User's R3 Collaboratives password and other account information.

If you access our Service via a tokenized URL or other method as provided by R3 Collaboratives, you agree only to access such URL or other method if you were the intended recipient and you shall not share your access with any third party.

You may control your User profile and how you interact with our Service by changing the settings in your settings page. By providing R3 Collaboratives your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out using the unsubscribe link on any such email messages. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

2. SERVICE CONTENT

Except for your User Content (defined below), our Service and all content and materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (collectively, the "R3 Collaboratives Content") and all intellectual property rights related thereto, are the exclusive property of R3 Collaboratives and its licensors (including other Users who post User Content to our Service). You acknowledge and agree that R3 Collaboratives is the sole and exclusive owner of, and you shall and hereby do assign to R3 Collaboratives, all right, title and interest (including Intellectual Property Rights) in and to any and all improvements or enhancements to our Service, including improvements based on the use of User Content or personal information submitted, provided or made available by you pursuant to this Agreement (for example, Intellectual Property rights in algorithms or models developed through the processing of such data), provided by you retain all rights to User Content and personal information.

Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights (as defined below), and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any R3 Collaboratives Content. However, User may print or download a reasonable number of copies of such materials or content for User's own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Use of the R3 Collaboratives Content for any purpose not expressly permitted by these Terms is strictly prohibited. Any rights not expressly granted herein are reserved.

You may choose to or we may invite you to submit comments or ideas about our Service, including without limitation about how to improve our Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place R3 Collaboratives under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, R3 Collaboratives does not waive any rights to use similar or related ideas previously known to R3 Collaboratives, or developed by its employees, or obtained from sources other than you.

3. USER CONTENT

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Service ("User Content"). For an organizational account, we may assume, in our reasonable discretion, that User Content belongs to that organization.

We take no responsibility and assume no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over our Service. User shall be solely responsible for User's User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on our Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of User Content. You understand and agree that on our Service you may be exposed to content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that we shall not be liable for any damages you allege to incur as a result of or relating to any content accessed on or through our Service.

We claim no ownership rights over User Content created by you. The User Content you create remains yours. However, you understand that certain portions of our Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through our Service, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. R3 Collaboratives has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via our Service. You hereby grant each User a non-exclusive license to access User Content through our Service, and to use, reproduce, distribute, display and perform User Content, which you make available to such User through our Service.

You further grant, and you represent and warrant that you have all rights necessary to grant, to R3 Collaboratives an irrevocable, worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable right and license to use, copy, store, modify, distribute, display, User Content: (a) to maintain and provide our Service; (b) maintaining, supporting, evaluating, diagnosing and improving our Service (including without limitation, to train, develop and improve machine learning, other artificial intelligence algorithms and other models), (c) for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (d) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of our Service.

Except as necessary to exercise the rights and obligations of R3 Collaboratives expressly granted under these Terms, User Content may be withdrawn by written request to support@edthena.com to delete content and terminate User's account. Deletion requests for User Content provided under a license offered by an Educational Institution, employer, or other enterprise must be authorized by the enterprise account holder. We may not be able to delete comments or feedback you leave for other Users or other User Content.

For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with User's User Content, User affirms, represents, and warrants that: (i) User has obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties; (ii) User has the written consent of each and every identifiable natural person in the User Content, if any, to use such person's name or likeness in the manner contemplated by our Service and these Terms, and each such person has released you from any liability that may arise in relation to such use; (iii) to the extent that User Content contains information that may be subject to privacy laws, including and not limited to the Family Education Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), and state student data privacy laws, User is solely responsible for assuring compliance with such laws, including providing notice and obtaining all necessary consents to share the personal information contained in the User Content with R3 Collaboratives and/or with any other User of our Service; (iv) User Content and R3 Collaboratives' use thereof as contemplated by these Terms and our Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (v) User Content does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing User Content to or through our Service, you are not violating the confidentiality rights of any third party; and (vi) R3 Collaboratives may exercise the rights to User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. If you are located outside the United States, you are required to comply with these Terms and all regulations and laws governing the privacy of children and children's Personal Information in your territory. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of Personal Information and the sharing of student education records. User agrees to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by User to or through our Service.

User further agrees that User will not: (i) publish falsehoods or misrepresentations that could damage R3 Collaboratives or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person, including by using another User's account; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary or other rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant R3 Collaboratives and other Users all of the license rights granted herein; (vi) submit material that is unsuitable for minors in any country or seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, distributing their name, image or likeness without consent, or otherwise; (vii) post User Content that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (viii) post User Content that may create a risk of any other loss or damage to any person or property; (ix) post User Content that contain any information or content that you know is not correct and current; or (x) post User Content that violate any school or other applicable policy, including those related to cheating or ethics.

R3 Collaboratives does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and R3 Collaboratives expressly disclaims any and all responsibility or liability in connection with User Content. R3 Collaboratives reserves the right to, in its sole discretion, remove any User Content at any time (with or without notice).

4. SOFTWARE

With respect to any video management software that User is authorized by R3 Collaboratives to download via our Service, R3 Collaboratives grants User a personal, nontransferable, nonsublicensable, nonexclusive license to use such software solely for compressing and uploading videos to User's website for non-commercial purposes. For avoidance of doubt, such software shall be considered "Software" hereunder. In addition to any other restrictions on our Service, User shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Software; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering prohibited by applicable local law); (iii) rent, lease, or use the Software for timesharing or service bureau purposes, or otherwise use such software for any commercial purpose; (iv) remove, modify, or obscure any legends, trademarks, copyright notices or other proprietary rights notices contained on or in the Software; or (v) sell, resell, lease, license, sublicense, rent, distribute disclose or encumber the Software. Source code for parts of the Software may be available for use, modification and distribution under open source licenses, which, if any, can be found at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html. Nothing in these Terms will be construed to limit any rights granted under such open source licenses (if any). These Terms does not entitle User to any support, upgrades, patches, enhancements or fixes for the Software.

5. RESTRICTIONS

Users shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of our Service or any R3 Collaboratives Content, or in any way reproduce or circumvent the navigational structure or presentation of our Service or any R3 Collaboratives Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through our Service. R3 Collaboratives reserves the right to bar any such activity.

Users shall not attempt to gain unauthorized access to any portion or feature of our Service, or any other systems or networks connected to our Service or to any R3 Collaboratives server, or to any of the services offered on or through our Service, by hacking, password "mining", or any other illegitimate means.

Users shall not probe, scan or test the vulnerability of our Service or any network connected to our Service, nor breach the security or authentication measures on our Service or any network connected to our Service. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to our Service, or any other customer of R3 Collaboratives, including any R3 Collaboratives account not owned by User, to its source, or exploit our Service or any service or information made available or offered by or through our Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User's own information, as provided for by our Service.

Users shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Service or R3 Collaboratives' systems or networks, or any systems or networks connected to our Service or to R3 Collaboratives.

Users shall not use any device, software or routine to interfere or attempt to interfere with the proper working of our Service or any transaction being conducted on our Service, or with any other person's use of our Service.

Users shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to R3 Collaboratives on or through our Service. User shall not, in connection with our Service, pretend (e.g. through impersonation) that User is any other individual or entity.

Users shall not use our Service or any Content for any purpose that is unlawful or prohibited by these Terms, or that infringes the rights of R3 Collaboratives or others.

Additionally, Users shall not engage in any of the following prohibited activities: (i) uploading invalid data, viruses, worms, or other software agents through our Service; (ii) collecting or harvesting any personally identifiable information, including account names, from our Service; (iii) using our Service for any commercial solicitation purposes; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or (v) copying, distributing, or disclosing any part of our Service in any medium, including without limitation by any automated or non-automated "scraping".

6. THIRD PARTY SITES

Our Service may contain links to third-party materials that are not owned or controlled by R3 Collaboratives. R3 Collaboratives does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from our Service or share your User content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such sites. You expressly relieve R3 Collaboratives from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on our Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You further acknowledge and agree that R3 Collaboratives shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.

7. INDEMNIFICATION

You agree to defend, indemnify and hold harmless R3 Collaboratives and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to our Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party's access and use of our Service with your unique username, password or other appropriate security code.

8. WARRANTY DISCLAIMER

OUR SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND APP AND ANY SOFTWARE) IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM R3 COLLABORATIVES OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, R3 COLLABORATIVES, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS, THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

FURTHER, R3 COLLABORATIVES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND R3 COLLABORATIVES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL R3 COLLABORATIVES, OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL R3 COLLABORATIVES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (VI) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) $500.00 (U.S.) OR (B) THE FEES PAID BY YOU TO R3 COLLABORATIVES HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. FEES AND PAYMENT

10.1 Fees. Some features of our Service may require payment of fees. User shall pay (or shall have paid on User's behalf) all applicable fees, as described on the Site in connection with such for-fee services purchased by User. If you are a Subscriber and have executed an Order with R3 Collaboratives, you shall pay the applicable fees according to the payment terms set forth in the applicable Order. R3 Collaboratives reserves the right to change its prices and to institute new charges at any time, upon ninety (90) days' prior notice to User, which may be sent by email or posted on the Site. All fees paid hereunder are non-refundable. An "Order" means R3 Collaboratives' approved ordering document or process describing the products and services you are ordering from R3 Collaboratives. As applicable, the Order will identify: (i) our Service, (ii) the number and type of Users, (iii) the Pilot and/or Service Term (collectively, the "Term"), and (iv) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment.

10.2 Payment Information. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with our Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with our Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

10.3 California Residents. The provider of the services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

11. TERMINATION

R3 Collaboratives may terminate User's access to all or any part of our Service at any time, with or without cause, effective upon notice thereof to User (provided that, if R3 Collaboratives determines there may be an immediate threat to R3 Collaboratives, our Services or any Users of our Services, as determined by R3 Collaboratives in its sole and absolute discretion, R3 Collaboratives may terminate such access without notice). Upon termination notice from R3 Collaboratives, User will (i) no longer access (or attempt to access) our Service and (ii) delete all software (and copies thereof) provided in connection with our Service. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.

12. MOBILE DEVICE TERMS

12.1 Mobile Applications. We may make available software to access our Service via a compatible mobile device (the "App"). You may incur mobile data charges from your wireless provider in connection with the App, and you agree that you are solely responsible for any such charges. We grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for your User Account on one or more mobile devices owned or leased solely by you, solely in accordance with these Terms. You acknowledge that we may from time to time issue upgraded versions of the App and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof. We or our third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.

12.2 App from The App Store. The following applies to any App you acquire from the Apple App Store ("Apple-Sourced Software"): You acknowledge that these Terms are solely between you and R3 Collaboratives only, and not with Apple, Inc. ("Apple"), and that Apple is not responsible for the Apple-Sourced Software or any content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to any warranty will be solely governed by these Terms and any law applicable to R3 Collaboratives as provider of the software. You acknowledge and agree that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to R3 Collaboratives as provider of the software. You acknowledge that, in the event of any third party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party's Intellectual Property Rights, R3 Collaboratives, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and R3 Collaboratives acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

12.3 App from Google Play Store. The following applies to any App you acquire from the Google Play Store ("Google-Sourced Software"): (i) you acknowledge that these Terms are between you and R3 Collaboratives only, and not with Google, Inc. ("Google"); (ii) your use of Google-Sourced Software must comply with Google's then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) R3 Collaboratives, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to R3 Collaboratives' Google-Sourced Software.

13. EXPORT AND TRADE CONTROLS

Our Service is controlled and operated from facilities in the United States. R3 Collaboratives makes no representations that our Service is appropriate or available for use in other locations. Those who access or use our Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use our Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on our Service are solely directed to individuals, companies, or other entities located in the United States.

14. PRIVACY; PERSONAL INFORMATION AND STUDENT DATA

14.1 Privacy Policy. You understand that by using our Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate and/or anonymized data as set forth in R3 Collaboratives' current privacy policy, which is available at https://www.edthena.com/privacy (the "Privacy Policy") and is incorporated herein by this reference.

14.2 Student Data. To the extent that our Service is used by a College, University, local education agency, teacher, or other educational institution ("Educational Institution") (a) and its students as part of school curriculum (e.g., a teacher training program in a University, or (b) by teachers as part of a teachers improvement program, the Personal Information we collect through our Service may include personal information from "educational records" as defined by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232(g) ("Student Data").

14.3 Confidentiality. R3 Collaboratives agrees to treat Student Data as confidential and not to share it with third parties other than as described in these Terms, and in our Privacy Policy.

14.4 Student Data Access. To the extent that we collect Student Data through the provision of our Service, we may access, collect and process Student Data as a School Official with a legitimate educational interest pursuant to FERPA 34 CFR Part 99.31(a)(1). You agree that when R3 Collaboratives is acting as a School Official, as between the parties, the Educational Institution or authorized User of that Educational Institution owns and controls all Student Data.

14.5 Personal Information and Student Data Consents and Authority. To the extent applicable, you represent and warrant that you have the requisite consent and authority to provide Student Data, to R3 Collaboratives, or to authorize R3 Collaboratives to collect Student Data through our Service. To the extent that R3 Collaboratives collects Student Data, R3 Collaboratives and the Educational Institution, each agree to uphold their responsibilities under laws governing Personal Information and Student Data, including in the U.S. the Family Educational Rights and Privacy Act ("FERPA"), the Protection of Pupil Rights Amendment (PPRA), and the Children's Online Privacy and Protection Act ("COPPA") and State laws, as applicable.

14.6. Personal Information of Non-Users, Which Could Include K12 Students. Through the course of providing our Services, it is possible that our Users submit User Content that contain personal information of individuals that are not Users of this Service and who are not covered under Agreements with R3 Collaboratives. For example, if a User who is a student-teacher in a University program records video of her work in a classroom at a local K12 school, the video may contain images of children, teachers, or other individuals who are not covered by the Agreement between R3 Collaboratives and the student-teacher's University. To the extent that you provide personal information of non-users in User Content, including the personal information of K12 students, you represent and warrant that you comply with all the provisions of Section 3 User Content, above, and have all necessary rights to provide that information to R3 Collaboratives. We rely on each User to ensure that appropriate disclosures and consents are obtained, if necessary, to provide content contained in User Content to R3 Collaboratives.

The Children's Online Privacy and Protection Act ("COPPA") requires that online service providers obtain parental consent before collecting personal information from children under 13. R3 Collaboratives does not intentionally collect personal information from a child under 13. If you provide in User Content information collected from a student under 13, you represent and warrant that you are the student's school or teacher and have received consent from parents, or have the authority to provide consent on behalf of parents, for us to collect information from the students before providing User Content of a child under 13 to our Service. We recommend that all schools and teachers provide appropriate disclosures to students and parents regarding their use of service providers such as R3 Collaboratives and that they provide a copy of our Privacy Policy to parents and guardians.

14.7 User-Requested Third-Party Access. R3 Collaboratives may provide users the ability to use and access third-party services through our Service, and to share data, including Student Data if applicable, with third-parties through our Service. If explicitly instructed by you, by the Educational Institution or by another User authorized to provide such consent, you agree to allow us to provide access to data, including Student Data, to third parties through our Service. You acknowledge that we are not responsible for the data practices of third parties with whom you or your authorized Users elect to share Student Data, and that, as between us, you are solely responsible for the consequences of providing or transmitting data, including Student Data, to such third parties through our Service.

14.8 Data Retention and Deletion Requests. You may request that we delete your personal information in our possession at any time as set forth in our Privacy Policy. If your account is utilizing a license provided by an Educational Institution or enterprise, the licensee may be required to authorize the deletion request. To contact us about deleting or de-identifying your account information, provide a written request to support@edthena.com, and we shall respond to the request within thirty (30) days. Notwithstanding the foregoing, we may not be able to delete all information contained on our Service, for example, if such information is part of another User's User Content.

14.9 Data Localization. You acknowledge and agree that R3 Collaboratives will store and process Personal Information in various data centers around the world, including in the U.S., and that your Personal Information may not be stored or processed only within the country in which it was collected unless and except to the extent required by Law. If you are an Educational Institution or teacher, you warrant and agree that you have obtained all necessary consents for R3 Collaboratives to process such Personal Information in the U.S. and elsewhere in the world.

14.10 Security, Access and Support; Data Breach Notification. We have implemented commercially reasonable administrative, physical and technical safeguards designed to secure Personal Information, including Student Data, from unauthorized access, disclosure and use. In the event we have a reasonable, good faith belief that an unauthorized party has gained access to or been disclosed Student Data that we have collected or received through our Service, we will promptly notify the Educational Institution. If Personal Information, including Student Data, is acquired by an unauthorized party and such incident triggers any third-party notice requirements under applicable privacy laws, the Educational Institution shall be responsible for the timing, content and method of notice and for compliance with such laws for Users associated with the Educational Institution. R3 Collaboratives shall be responsible for the timing, content, cost and method of notice and compliance with such laws as they relate to Users that are not associated with an Educational Institution.

We will not be liable if for any reason our Service (or any part of it) is unavailable at any time or for any period. Additionally, access to our Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Additionally, access to the internet, if employed, is your sole responsibility and the responsibility of the Internet provider(s) you select. R3 Collaboratives does not accept any responsibility for failure of our Service due to Internet facilities.

15. MEMBER DISPUTES

User is solely responsible for your interactions with other Service users. R3 Collaboratives reserves the right, but has no obligation, to monitor disputes between User and other Service users. If User has a dispute with one or more users of our Service, User shall and hereby does release R3 Collaboratives (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If User is a California resident, User waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

16. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

16.1 Governing Law. You agree that: (i) we will be deemed solely based in the State of California; and (ii) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the internal substantive laws of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 16.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

16.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This section 16.2 (the "Arbitration Agreement") applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of our Service, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using our Service; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer ("Claim" or collectively, "Claims"). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at support@edthena.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at support@edthena.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the "Rules"), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or San Francisco, California, unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

16.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17. MISCELLANEOUS

17.1 Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by R3 Collaboratives without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

17.2 Notification Procedures and Changes to the Terms. R3 Collaboratives may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by R3 Collaboratives in our sole discretion. R3 Collaboratives reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. R3 Collaboratives is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. R3 Collaboratives may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the 'last modified' date at the bottom of this page and notify you that material changes have been made to these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) our Service.

17.3 Entire Agreement/Severability. These terms, together with any amendments and any additional agreements you may enter into with R3 Collaboratives in connection with our Service, shall constitute the entire agreement between you and R3 Collaboratives concerning our Service. Except as otherwise stated in Section 16.2, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement these Terms, which shall remain in full force and effect.

17.4 Independent Contractor. No agency, partnership, joint venture, or employment is created as a result of these Terms and User does not have any authority of any kind to bind R3 Collaboratives in any respect whatsoever.

17.5 No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and R3 Collaboratives' failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

17.6 Contact. Please contact us at support@edthena.com with any questions regarding these Terms.

18. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

R3 Collaboratives has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA") (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of R3 Collaboratives' Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

It is R3 Collaboratives' policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that content residing on or accessible through the R3 Collaboratives Service infringes a copyright, please notify R3 Collaboratives' Designated Agent listed below. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of copyrighted works or materials that you claim has been infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that R3 Collaboratives is capable of finding and verifying its existence;
4. Information reasonably sufficient to permit R3 Collaboratives to contact you, such as your address, telephone number and e-mail address;
5. 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
6. A statement, made under penalty of perjury, that the above information provided is accurate and that you are the copyright owner or are authorized to make the complaint on behalf of the copyright owner.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying R3 Collaboratives and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with R3 Collaboratives' rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is R3 Collaboratives' policy:

1. to remove or disable access to the infringing content;
2. to notify the content provider, member or user that it has removed or disabled access to the content;
3. that repeat offenders will have the infringing content removed from the system; and
4. to terminate such content provider's, member's or user's access to our Service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner's agent or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which R3 Collaboratives is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, R3 Collaboratives may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at R3 Collaboratives' discretion.

Please contact R3 Collaboratives' Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent to Receive Notification of Claimed Infringement:
R3 Collaboratives (Edthena) DMCA Claims
Attn: Adam Geller
95 Third Street Fl 2
San Francisco, CA 94103

Effective Date: March 18, 2022.