TERMS OF SERVICE

Please Read Carefully.

Last updated: September 25, 2019

The services that LI2EI, LLC and its representatives, affiliates, officers and directors (“LI2EI,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Service”), which govern your access to and/or use of the website, software-as-a-service platform, data analytics, management portal, content, products, services and any sites LI2EI may have now and/or in the future including without limitation its software-as-a-service solution and mobile application that enables educators and parents to provide students with access to educational content, track progress and provide alternative methods of learning while motivating students to learn for rewards (collectively, the “Services”).

In this Terms of Service, “you” refers to parents, legal guardians of the Services and/or teachers or other purchasers of accounts, who is an Adult. An “Adult” is a person of legal age who can enter into a contract in the state in which the user resides; by purchasing a subscription to, registering for, or using the Services, you represent and warrant that you are an Adult and will be responsible for ensuring that any child or student authorized by you to use and access the Services does so in accordance with this Terms of Service.

In order to use the Services, you must accept this Terms of Service and LI2EI’s Privacy Policy, which are presented to you when you first create a User Account through the Services, and may be updated from time to time thereafter by LI2EI in its sole and absolute discretion as described herein. By purchasing a subscription to, registering a User Account or otherwise using the Services, you acknowledge that you have read and accept this Terms of Service, and are entering into a legally binding agreement with LI2EI. If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. This Terms of Service expressly supersedes prior agreements and/or arrangements between you and LI2EI.

Privacy Policy

You also agree to LI2EI’s privacy policy, located at https://www.li2ei.com/privacy/ (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Service.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND LI2EI WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY IN THE EVENT OF ARBITRATION.

Changes to Terms

Subject to the terms and conditions set forth herein, LI2EI may, at any time and for any reason, in its sole and absolute discretion, make changes to the Services and/or modify this Terms of Service. If LI2EI makes changes and/or modifications that affect your access to and/or use of the Services, LI2EI will provide a notice of such changes only by posting the updated Terms of Service on the Services and LI2EI will change the “last updated” date listed above. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances. Your use of the Services following any changes and/or modifications will constitute your acceptance of such changes and/or modifications. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes. Please revisit this Terms of Service regularly to ensure that you stay informed of any changes.

Description of Services

General. The Services enable educators and parents to provide students with access to educational content, track progress and provide alternative methods of learning while motivating students to learn for rewards.

Eligibility. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). If you are under eighteen (18), you may use the Services only with the involvement of a parent or guardian. We do not knowingly collect personal information from children under the age of thirteen (13) without the consent of the child’s parent or guardian. For more information, please see our Privacy Policy at https://www.li2ei.com/privacy/ and Children’s Privacy Disclosure at https://www.li2ei.com/childrens-privacy-disclosure/. If we learn that we have collected personal information from a child under age thirteen (13) without parental consent, we will delete such information as quickly as possible. If you believe that a child under the age of thirteen (13) may have provided us personal information without the proper consent, please contact us at contact@li2ei.com.

Use of Services and Availability. Use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, or objectionable. LI2EI retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your User Account (defined below) due to circumstances both within our control (e.g., routine maintenance) and outside of LI2EI’s control, for which LI2EI will bear no responsibility. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

Creating an Account. You may establish an account through the Services. Without creating an account, you will only be able to browse LI2EI’s website and/or view the descriptions of products and/or Services we offer. In order to fully access and/or use the Services, and gain access to the functionality of the software and/or information we provide, you must register and create an account by selecting a login identification (“Username”) and a unique user password (“Password”) (collectively, a “User Account”). When setting up a User Account, you are required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by LI2EI in its sole and absolute discretion. If you establish a User Account with LI2EI , you agree to provide true, accurate and current information in connection with your User Account. You are responsible for updating and correcting information you have submitted to create and/or maintain your User Account. You are solely responsible for managing your User Account and are prohibited from using other disguised identities when using the Services. We may refuse to grant you a User Account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by LI2EI in its sole and absolute discretion. Any Username and Password used for the Services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your User Account. You understand and agree that LI2EI shall have no responsibility for any incident arising out of, or related to, your account settings. LI2EI will assume that anyone using the Services and/or transacting through your User Account is you. Therefore, you further agree to immediately notify LI2EI of any unauthorized use of your Username, Password and/or User Account and/or any other breach of security.

Your User Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate any of these limitations and/or this Terms of Service, we may terminate your User Account immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate your User Account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access and/or use of the Services, or in connection with your User Account, your account will be terminated immediately and we reserve the right to: (i) hold you liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify your Internet Service Provider of any fraudulent activity we associate with you and/or your access to and/or your use of the Services.

Communications From LI2EI. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

Confidentiality

During your access to and/or use of the Services, you may have access to certain information of LI2EI that is not generally known to others including any and all information relating to LI2EI and its business including without limitation its business, legal, and operational practices, financial, technical, design, performance characteristics, commercial, marketing, competitive advantage or other information concerning the business and affairs, partnerships and potential partnerships, business model, fee structures, employees, funding opportunities, metrics, object code, source code, architecture, algorithms, techniques, formulas, processes, know-how, systems, ideas, inventions (whether or not patentable or copyrighted), feedback, procedures and techniques that have been or may hereafter be provided or shown to the other party, regardless of the form of the communication and the terms and conditions of this Terms of Service (collectively, the “Confidential Information”). In addition, the structure, sequence, organization and code of the Services constitute valuable trade secrets of LI2EI. You will use commercially reasonable efforts to protect and prevent any access to the Confidential Information, using no less than a reasonable degree of care to protect such Confidential Information.

Your Responsibilities. LI2EI grants you the rights set forth herein, subject to the following conditions:
You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
You agree not to submit and/or transmit any emails, User Content or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
You may not access all or any part of the Services in order to build a product or service which competes with the Services;
You shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the Services;
You shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
You shall not pretend to be someone else, use someone else’s identity or misrepresent your affiliation with a person or entity;
You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
You are only authorized to view, use, copy for your records and download small portions of the content on the Services for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact;
You are responsible for the accuracy and quality of the data and content that you submit;
You agree to act in accordance with all applicable laws, rules and regulations;
You represent that you have the necessary permissions to use and authorize the use of User Content as described herein;
You shall not submit User Content (defined below), in any form, that is harmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, discriminatory, harassing, racially, ethnically, hateful, profanatory and/or otherwise objectionable;
You shall not imply that User Content is in any way sponsored or endorsed by LI2EI;
You agree not to intentionally hold LI2EI and/or our employees and/or directors up to public scorn, ridicule or defamation;
You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Services, and to notify LI2EI promptly of any such unauthorized access and/or use;
You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and
You will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.

You acknowledge that a breach of any of the foregoing terms and conditions and/or any other terms and conditions related to LI2EI’s intellectual property may result in irreparable and continuing damage to LI2EI for which monetary damages may not be sufficient, and agree that LI2EI will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section shall survive the expiration or termination of this Agreement. In addition, LI2EI shall not be subject to any obligations of confidentiality regarding any information or materials provided by you unless required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of LI2EI is strictly prohibited.

Use Outside of Defined Area

Please be aware that our Services are directed to those individuals and entities located in the United States, and are subject to United States laws, including laws governing privacy and security of your information. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Services and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Services. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Service is written in English. To the extent any translated version of this Terms of Service conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.

Fees

Account Fees.

For certain types of User Accounts, LI2EI may charge a fee, such as an account or subscription fee. For existing subscribers, LI2EI may change your fee at any time at the end of your subscription period, provided that we first notify you by email. All fees are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. LI2EI may offer promotional trial subscriptions to access the Services for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. Please note that we do not provide price protection or refunds for existing subscribers in the event of a price drop or promotional offering for new subscribers. Failure to pay any fees may result in your inability to access or use the Services. School accounts, renewal and cancellation terms will be governed by a separate agreement between us and the relevant educational institution.

Authorization to Charge for Services.

You must either use a credit card or other payment method accepted by us to activate and maintain a paid User Account. You authorize LI2EI to charge you through the payment method you select when registering for a paid User Account and/or purchasing a subscription. You will also be responsible for charges (including applicable taxes) for any products or services that you order that are offered for sale through the Services. If we do not receive payment from the payment method you select, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. You will not be charged more than the amount for which you purchased your subscription.

Subscription Renewal.

By activating a paid User Account, you agree that we may renew your subscription automatically for the same subscription term on the next business day after your previous subscription ends. You authorize LI2EI to charge you for the subscription term, unless you cancel your subscription prior to its renewal date through the procedures described in the Subscription Cancellation section below. LI2EI will charge your credit card (or the other payment method you used) each year, month, or other applicable period (depending on the term that you selected) for the then-current applicable price.

Subscription Cancellation.

To cancel any subscription and avoid future billing, you may cancel such subscription prior to its renewal date through the Services or by contacting LI2EI at contact@li2ei.com. Notwithstanding the foregoing, if you downloaded our app and purchased your subscription(s) through the Apple App Store, you must follow the cancellation instructions provided in the Apple App Store, as applicable. Upon cancellation, you will continue to have access to your User Account for the period of time that has been prepaid. After you cancel your User Account, we will not charge you any subscription fees after the expiration of your then-current subscription. Please note that we do not provide full or partial refunds for prepaid sums. In any event, you will be able to continue to use the Services throughout the remainder of the subscription period for which you have already paid.

Payment Processing.

LI2EI uses a third-party payment platform to process payments. Your credit card information or other payment method will be processed and stored by our third-party payment processor, ‘Stripe’. You expressly understand and agree that all payments and monetary transactions are handled by such third-party and the use of such platform is governed by the third-party’s terms and conditions and LI2EI shall have no liability related thereto.

In the event you elect to pay the fees due hereunder via credit card, you authorize LI2EI to automatically charge the payment account for the fees due and owing hereunder. If your payment account on file is closed or the account information is changed, or if, for any reason, a charge is rejected by your payment account, you shall immediately update your payment account or supply a new payment account, as appropriate. If you are unable to update the payment account with appropriate information, then LI2EI will suspend Services, without liability, until valid payment account information is provided. If LI2EI believes that you have participated in a fraudulent chargeback, LI2EI will pursue its claims against you to the fullest extent allowed by law.

Taxes, Late Fees, Right to Suspend.

All fees are stated in United States Dollars and must be paid in United States Dollars. All fees due and payable under this Terms of Service are exclusive of taxes, which will be added at the prevailing rate from time to time. All fees due and payable by you to LI2EI hereunder must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. Notwithstanding anything herein to the contrary, the fees due hereunder are non-refundable. In the event fees are not paid in accordance with the terms and conditions set forth herein, LI2EI may immediately suspend Services, without liability, until all past due payments are made and interest will be due and payable and calculated daily at a rate of 1.5% per month or the maximum allowable by applicable law, whichever is higher, for any past due invoices. You are responsible for all costs of collection, including without limitation reasonable attorneys’ fees, for any payment default.

Errors, Inaccuracies, Omissions and Performance

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events. We reserve the right to: (i) correct any errors, inaccuracies, and/or omissions; and/or (ii) make changes to content, descriptions, Services and/or other information without obligation to issue any notice of such changes, except as prohibited by law.

Proprietary Rights and LIcenses

Ownership. The Services, any content and/or products on the Services and the infrastructure used to provide the Services are proprietary to LI2EI, our affiliates, and/or other content providers. By using the Services and accepting this Terms of Service, LI2EI grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Service and to any additional terms and policies set forth by LI2EI. Neither this Terms of Service nor your use of the Services convey and/or grant to you any rights: (i) in or related to the Services except for as expressly set forth herein; and (ii) to use or reference in any manner LI2EI’s names, logos, product and service names, trademarks or services marks or those of LI2EI’s licensors.

Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics and/or any other content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Subject to the limited rights expressly granted hereunder, LI2EI and/or its third-party providers reserve all right, title and interest in and to the Services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

User Content. Please carefully choose the information, content, advice, discussions, images, photographs, video, audio, sounds, descriptions, comments, responses, posts and/or messages (collectively, the “User Content”) you choose to submit or transmit through the Services from time to time. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Service. You hereby grant LI2EI a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for purposes of providing the Services, including without limitation sharing such User Information with parents, teachers, schools and educational partners. Notwithstanding anything herein to the contrary, LI2EI may collect aggregated, anonymized data that cannot identify any person and that is derived from or created through the use of the Services in order to learn about its users generally and improve its product and services.

Other. User Content does not necessarily reflect the opinion of LI2EI. We reserve the right to remove, screen, edit or reinstate User Content from time to time in the sole and absolute discretion of LI2EI and without notice to you. We have no obligation to retain or otherwise provide you with copies of User Content. LI2EI reserves the right to take any action it deems necessary to protect the personal safety of our users and/or the public. LI2EI has no liability or responsibility to users of the Services and/or any other person and/or entity for performance and/or nonperformance of the aforementioned activities.

Submissions. LI2EI or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to LI2EI. The sole purpose of this policy is to avoid potential misunderstandings or disputes when LI2EI’s products might seem similar to ideas you submitted to LI2EI. If, despite our request not to, you do send us your ideas, you agree to the following (i) your Submissions and their contents will automatically become the property of LI2EI, without any compensation to you, (ii) LI2EI may use or redistribute the Submissions and their contents for any purpose and in any way, (iii) there is no obligation for LI2EI to review the Submission, and (iv) there is no obligation to keep any Submissions confidential.

Spamming

Gathering email addresses from LI2EI through harvesting or automated means is prohibited. Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with LI2EI’s express written consent).

No Unlawful or Prohibited Use

As a condition of your use of the Services, you warrant to LI2EI that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party’s use and/or enjoyment of the Services. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.

User Verification

LI2EI may, in its sole discretion, verify a user’s identity prior to allowing such user to access and/or use the Services. LI2EI may, without liability, refuse to process and/or may cancel any Services, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Terms of Service. LI2EI does not itself verify the information and/or the qualifications of companies and/or other users of the Services, nor does it evaluate or control in any ongoing manner exchanges between users. Any reviews, opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to LI2EI and LI2EI does not take on any liability related thereto. LI2EI cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user on and/or in relation to the Services.

Termination

This Terms of Service will remain in full force and effect until either party requests to terminate the relationship. The rights granted by LI2EI to use the Services is predicated upon your (a) acknowledgment and acceptance of this Terms of Service; (b) agreement to not share the access granted with any other person or entity; and (c) compliance with the terms and conditions set forth herein. LI2EI will have the ability to terminate your access to/and or use of the Services at any time, for any reason, with or without cause, with or without notice, effective immediately. Upon termination, you agree to immediately discontinue use of the Services. If you violate, or if we have grounds to suspect that you violated, this Terms of Service and/or other use parameters included on the Services, we reserve the right to suspend and/or terminate your User Account, and/or refuse your use of the Services (or any portion thereof) at any time. LI2EI also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability. In the event you share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, LI2EI will consider your and/or the unauthorized user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access and/or use of the Services immediately. In such a case, LI2EI retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by the you.

Indemnification and Waiver

You shall indemnify, defend and hold harmless LI2EI, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) your violation of any law and/or the rights of a third party (ii) any breach of this Terms of Service and/or Privacy Policy by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of LI2EI’s Services, (iv) use of User Content in the event of an infringement, violation, trespass, contravention and/or breach of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party, and/or (v) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to LI2EI upon your receipt of notice of any Claim against you which might give rise to a claim against LI2EI.

You acknowledge and agree that by accessing and/or using the Services, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY LI2EI TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH LI2EI EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, LI2EI AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES, CONTENT, AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) LI2EI WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LI2EI AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICES.

Limitation of Liability

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL LI2EI, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF LI2EI HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY LI2EI, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LI2EI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LI2EI’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).

LINKED SITES

The Services may provide links to various other independent third-party websites, content and/or activities (“Linked Sites”) that may be of interest to you and for your convenience only. LI2EI does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. LI2EI reserves the right to terminate any link and/or linking program at any time. LI2EI disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.

THIRD PARTY SERVICES

The Services may be made available and/or accessed in connection with third party services and content that LI2EI does not control. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third party. LI2EI does not endorse such third-party services and content and in no event shall LI2EI be liable for any products and/or services of such third-party providers. You agree that LI2EI shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the Services. Moreover, LI2EI shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the Services. You are solely responsible for the costs, expenses and infrastructure required to support your use of the Services. You acknowledge and agree that LI2EI utilizes third party providers to provide the Services, and any terms and conditions related to such third-party providers products and/or services shall govern the use of such third party providers’ products and/or services. You acknowledge and agree that LI2EI is not liable for the performance of any third-party providers’ products and/or services.

Apple Terms. If you have downloaded the Service from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. The right to access and use the Service is limited to a non-transferable right to use the Services on any Apple – branded products that you own or control. This Terms of Service is between you and LI2EI only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be LI2EI’s responsibility as further set forth in this Terms of Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Terms of Service, and upon your acceptance of this Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Terms of Service. You hereby 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 of prohibited or restricted parties.

NO PROFESSIONAL ADVICE

The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. LI2EI does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services. The Service is not a substitute for professional advice, and you should not construe this as legal, accounting, medical and/or other professional advice.

DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

LI2EI respects the intellectual property rights of others and expects you to do the same. We reserve the right to: (a) terminate your User Account or any other user who infringes third-party copyrights, (b) block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties, and/or (c) remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following:

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

(ii) Identification of the copyrighted work claimed to have been infringed;

(iii) 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;

(iv) Information sufficient to permit LI2EI to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

(v) A statement that the complaining party has 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

(vi) 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.

Contact information for LI2EI’s DMCA Agent for notice of claims of copyright infringement is LI2EI (name), Attn: Copyright Agent, P.O. Box 660821 Arcadia, CA 91006.The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.

DISPUTE RESOLUTION

Disputes. We want to address your concerns without needing a formal legal case. Before filing a claim against LI2EI, you agree to try to resolve the dispute informally by contacting us at contact@li2ei.com. The parties will try to resolve the dispute within thirty (30) days after receipt of written notice, but if the parties are unable to resolve any claims related to this Terms of Service within such timeframe, you and/or LI2EI agree to resolve any claims related to this Terms of Service through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting LI2EI within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Service). You must write us at LI2EI, LLC, Attn: Opt-Out Arbitration, P.O. Box 660821 Arcadia, CA 91006. If you opt out, neither you nor LI2EI can require the other to participate in an arbitration proceeding.

Arbitration Procedures. Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any LI2EI Confidential Information and/or intellectual property rights, or except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, any and all controversies and/or claims arising out of or relating to this Terms of Service and/or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Los Angeles County, California or any other location we agree to. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. The prevailing party of any such arbitration shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees and any arbitration costs and fees. Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

Exceptions to Agreement to Arbitrate. Notwithstanding anything herein to the contrary, you and LI2EI each agree that the following claims are exceptions to this arbitration clause and will be brought in a judicial proceeding in a court of competent jurisdiction (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack), or (iii) any claim that qualifies in small claims court in Los Angeles County, California.

Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and LI2EI agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Los Angeles County, California. Both you and LI2EI consent to the foregoing venue and jurisdiction. The prevailing party of any such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

California Users. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about LI2EI must be sent to our agent for notice to contact@li2ei.com. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

MISCELLANEOUS

If any provision(s) and/or term(s) of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term(s) and/or provision(s) shall be divisible from the other terms and conditions and shall be deemed to be deleted from it. This Terms of Service shall be governed in all respects by the laws of the State of California, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or LI2EI of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Service. All provisions of this Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, content provisions, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability. You may not assign your rights and/or obligations under this Terms of Service to any other party without our prior written consent. We may assign our rights and/or obligations under this Terms of Service to any other party at our discretion. This Terms of Service along with the Privacy Policy and Children’s Privacy Disclosure constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

CONTACT US

If you would like to request additional information regarding this Terms of Service or have an inquiry or feedback about our Services, please contact us at: contact@li2ei.com.