Terms of Service

Date of Last Revision: 9/26/2013

Welcome to the www.whooosreading.org website ("Site"). For purposes of these Terms of Service, the terms "we," "us," our" and "Learn2Earn" refer to Learn2Earn Corporation, a Delaware corporation, and "you," "your" and "user" refers to you, as a user of our Site.

Carefully read these Terms of Service. Creating your account and using the Site and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), indicates your acceptance of these Terms of Service.

THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU, THE ACCOUNT OWNER, ACCOUNT ADMINISTRATOR OR SUPPORTER, AS THE CASE MAY BE, AND LEARN2EARN. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CONTINUING TO CREATE YOUR ACCOUNT. BY CLICKING ON THE "I ACCEPT THESE TERMS AND CONDITIONS" BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "I ACCEPT THESE TERMS AND CONDITIONS" BUTTON AND DISCONTINUE YOUR REGISTRATION.

We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time without further notice. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) the Service.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at http://www.whooosreading.org/privacy. All such terms are hereby incorporated by reference into this Agreement.

ONLY PERSONS OF LEGAL AGE CAN ACCEPT THIS AGREEMENT AND CREATE AND/OR AUTHORIZE AN ACCOUNT TO USE THE SERVICE. IF YOU ARE A STUDENT OR OTHERWISE UNDER THE AGE OF EIGHTEEN YOUR ACCOUNT WILL ONLY FUNCTION AS A TRACKING ACCOUNT UNTIL YOUR PARENT OR LEGAL GUARDIAN AUTHORIZES YOUR ACCOUNT FOR FULL ACCESS TO THE SERVICE. IF YOU VIOLATE ANY PORTION OF THIS PROVISION, LEARN2EARN WILL IMMEDIATELY CANCEL YOUR REGISTRATION TO THE SITE.

By using the Service to administer a Fundraiser the Account Owner assumes all obligations related thereto, including compliance with all federal and state laws and regulations. THE USE OF FUNDS RAISED USING THE SERVICE FROM SUPPORTERS IS SOLELY THE RESPONSIBILITY OF THE ACCOUNT OWNER WITHOUT ANY DIRECT OR INDIRECT RESPONSIBILITY OR LIABILITY TO LEARN2EARN.

Definitions

"Account Administrator": a parent or legal guardian of a Student who accepts this Agreement and authorizes one or more Tracking Account(s) using the unique student invitation link mailed from the Service. Account Administrators shall be permitted to send supporter invitation links to Supporters.

"Account Owner": a School, School Organization or Teacher who accepts this Agreement and creates Tracking Student accounts for authorization by the applicable Account Administrator(s) using a unique student invitation link.

"Authorized Account": a Tracking Account which has been authorized by the Student's parent or legal guardian for full access to the Service.

"Fundraiser": a Read-A-Thon fundraiser sponsored by an Account Owner and administered using the Service by the Account Owner using the school event page.

"Reading Program" a Read-A-Thon event sponsored by an Account Owner and administered using the Service by the Account Owner using the school event page.

"School": a public or private educational institution participating in the Service by agreeing to this Agreement and administering one or more Fundraisers or Reading Events. School personnel shall be permitted to create Tracking Account(s) and to send invitation links to Account Administrators for authorization and upgrade of their associated Tracking Accounts to Authorized Accounts.

"School Organization": an organization officially sanctioned and operating within guidelines administered by a School. The School Organization has the same rights and privileges as a School in the Service.

"Student": Learn2Earn user who is currently enrolled in a School and whose School, School Organization or Teacher creates a Tracking Account on the Service. The Student's account will be upgraded to an Authorized Account upon authorization by the Student's parent or legal guardian using the unique student invitation link mailed from the applicable Account Owner and acceptance of this Agreement.

"Supporter": Learn2Earn user who is interested in supporting a Student's learning projects and/or related Fundraiser(s) and Reading Program and who accepts this Agreement and creates a Supporter account using the unique supporter invitation link mailed by the Service as prompted by the Account Administrator or the Student (once such invitation is authorized by the Account Administrator).

"Teacher": Learn2Earn user who is currently employed as a teacher or teaching assistant at a School. A Teacher has the same rights and privileges as a School in the Service.

"Tracking Account": a Student account created by the Account Owner prior to being authorized by the Student's parent or legal guardian.

Access and Use of the Service

Your Registration Obligations: All users of the Site (other than minors) must register with Learn2Earn and create an account in order to access and use certain features of the Service. Minors are not eligible to register for the Site. Tracking Accounts are created by the Account Owner and are only used for the use and benefit of the Account Owner. Account Administrators are required to authorize their associated Students' Tracking Account(s) in order for the Student's accounts to be upgraded to an Authorized Account and thereby gain access to the full Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. You shall be held responsible for any false, inaccurate, lapsed or incomplete information provided. If Learn2Earn has grounds to suspect the veracity and/or accuracy of such information, Learn2Earn has the right to suspend or terminate, immediately and regardless of notification, your user account. Each Account Administrator is solely responsible for validating the contact email address that is entered by their associated Student for use with the unique student invitation link.

User Account, Password and Security: You are responsible for maintaining the confidentiality of your Site username and password and are fully responsible for any and all activities that occur under your username and password. You agree to (a) immediately notify Learn2Earn of any unauthorized use of your username and password or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Learn2Earn will not be liable for any loss or damage arising from your failure to comply with this Section. If you are an Account Administrator and authorize minor(s) in your care and custody to use the Site, all such use must be under your direct supervision and control.

Modifications to Service: Learn2Earn reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Learn2Earn will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Learn2Earn may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Learn2Earn's servers on your behalf. You agree that Learn2Earn has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Learn2Earn reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Learn2Earn reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You further acknowledge that we do not monitor or check Student answers or other content before it is posted on the Site. It is the Account Administrator's sole responsibility to monitor and delete posts which are made on its associated Student accounts on the Service.

Tracking Account: Tracking Accounts are only accessible by the respective Student and the Account Owner. None of the information or materials entered using a Tracking Account are shared with any third parties and the Tracking Accounts are only used for the use and benefit of the Account Owner and for no commercial purpose. Tracking Accounts are not able to participate in any Fundraising, invite any Supporters or take part in any other outward facing activities. Tracking Accounts are upgraded to Authorized Accounts when the following steps take place: (i) Student enters his or her parent's or legal guardian's email address, (which will cause the Service to generate an email containing a unique student invitation link); and (ii) such parent or legal guardian click on the unique student invitation link, provide authentication information and authorize the Tracking Account for upgrade to an Authorized Account.

Use of Tracking Accounts with Fundraising Outside the Service: Tracking Accounts are only to be used in association with Reading Programs that have no relation to any funds being raised. The use of Tracking Accounts to raise funds for the Account Owner or for any other entity is expressly forbidden, unless the Account Owner has explicitly elected to raise funds using the Service's Fundraiser. If Learn2Earn has reason to believe a Tracking Account has any present, past, or future association to any raising of funds outside of the Service's Fundraiser, Learn2Earn reserves the right to immediately deactivate or delete the Tracking Account and any other Tracking Accounts, Account Owners, or Account Administrators associated with the outside fundraising activity.

Licenses

Use of Service: Subject to your performance of all of the provisions of this Agreement Learn2Earn hereby grants you, a limited, terminable, personal, non-exclusive license to access and use the Site and the Services solely as provided herein. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with Learn2Earn. Your right to use the Site is not transferable. You will use the Site and the Service in accordance with all applicable laws. Learn2Earn may, without notice, terminate your access to the Site and the Service or take other actions as are reasonably necessary to comply with legal requirements and as necessary to protect Learn2Earn's networks, information and the security and integrity of the Site or if we determine that you are misusing the Site or otherwise violating the terms of this Agreement.

License to use Your Information. You hereby grant to Learn2Earn an irrevocable, worldwide, perpetual, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license: (i) to copy, display, transmit, upload, perform, distribute, store, modify and otherwise use all User Content, Submissions (as those terms are defined below) and any other code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") you upload, post, publish, display or otherwise transmit (hereinafter, "upload") using the Service, such as any Student reviews and answers to questions about books, or other materials, in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed, including, but not limited to, using any of the foregoing as part of publicly viewable review and answer databases or other commercial uses on the Service; and (ii) to use and display general statistical information about you (which will not be personally identifiable) to associate you with the content you upload. Account Administrators shall ensure that neither they nor Students associated with them include any personal information on the Site in violation of applicable law or Site parameters. The Account Administrators shall be solely responsible for any personal information uploaded by their Students including, but not limited to, address, phone number, email address, or other similar information. For purposes of this Agreement "you" as used in the context of "you upload" or "you email" and similar uses shall mean and include with respect to an Account Administrator all uploads, emails and similar uses made by such Account Administrator and all Students associated with such Account Administrator having an Authorized Account.

Conditions of Use

User Conduct: You are solely responsible for all content that you upload or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Learn2Earn. Learn2Earn reserves the right to investigate and take appropriate legal action against anyone who, in Learn2Earn's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Learn2Earn, is otherwise objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Learn2Earn or its users to any harm or liability of any type;

b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

c) violate any applicable local, state, national or international law, or any regulations having the force of law;

d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) contact Students with whom you were not specifically sent a Supporter invitation code link or otherwise solicit personal information from anyone under the age of 18;

f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for any purpose, including, but not limited to, the purposes of sending unsolicited emails or other unsolicited communications;

g) advertise or offer to sell or buy any goods or services for any business purpose;

h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

The information contained in the Supporter invitation code link is privileged and confidential and intended only for the use of the individual it was directly addressed to. Any unauthorized disclosure, copying, distribution or taking of any action in reliance on the contents of the e-mail materials or a Supporter invitation code link not addressed to you is strictly prohibited.

Supporter Conduct: If you are accessing the Site as a Supporter, you further agree not to copy, post, duplicate or otherwise transmit any information about the Student which you access through the Service by being an invited Supporter. You also agree to treat the Student with respect, not to harass taunt or abuse the Student, and to otherwise encourage and provide positive reinforcement to the Student. You further agree that you will only have access to the Student(s) which you were invited to support on the Service.

Account Administrator: An Account Administrator is solely responsible for selecting Supporters and authorizing Supporters selected by their Student(s) and monitoring communications between Supporters and its associated Students. Account Administrators enable the Service to send out supporter invitation links by (i) directly entering the Supporter's email address into the Service; or (ii) approving email addresses entered by their associated Authorized Account(s). Learn2Earn does not control nor monitor the communications between Supports and Students within or without the Site.

Reliance on Content and Actions: Learn2Earn may act in reliance upon any content you upload or action you take on the Site. Learn2Earn will not be required to inquire into the truth or evaluate the merits of any content or action you take on the Site.

Incomplete Transactions: You agree that you shall not use the Site to conduct incomplete transactions wherein you make contact with Supporters through the Service but complete the Fundraising by soliciting or accepting donations from Supporters outside of the Service. Any violation of this prohibition is grounds for immediate termination of access to the Site and this Agreement.

Special Notice for International Use; Export Controls: Certain materials available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No materials may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any materials from the Service is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Authorization by School

Intermediary for Consent: If you are entering this Agreement on behalf of a School, you agree that the School is acting as an intermediary between Learn2Earn and parents and legal guardians in the notice and consent process with respect to the collection of personal information online from students in the school context. You represent, on behalf of the School, that the School is in full compliance with the Family Educational Rights and Privacy Act (FERPA) and has communicated with parents of matriculating students its acceptable use policies for Internet use.

Limitation on Internal Use: Learn2Earn agrees that the functionality of Tracking Account can only be used in conjunction with a Reading Program and solely the benefit of Students and the School. All personal information collected by Students using a Tracking Account can only be used through the Service by and for the benefit of the School, and for no other commercial purpose. The School hereby authorizes the collection of its Students' personal information and represents that it has obtained the corresponding parents' or legal guardians' consent. Learn2Earn is not obtaining consent directly from parents or legal guardians of Tracking Account students and is relying on the foregoing representation by the School. Learn2Earn's collection, use, and disclosure of personal information collected from Tracking Accounts is set forth in the Privacy Policy.

Upgrade to Authorized Account: Once a parents' or legal guardians' consent is obtained to upgrade a Tracking Account to an Authorized Account, then Student's personal information will be used for participation in Fundraisers and for other purposes as outlined in the Privacy Policy.

Financial Provisions

Fees: We charge set-up fees when Account Owners create Fundraisers, school pages, classroom pages or activate other premium features on the Site ("Set-Up Fee"). We additionally collect a percentage (20% or less, depending on the status of the Account Owner) of the funds raised with respect to a Fundraiser administered through the Service ("Service Fee"). Applicable Set-Up Fees and Service Fees are disclosed at the time of your transaction. When you use the Service to create a Fundraiser, school page, classroom page or to activate other premium features on the Site you will be directed to our third party payment processor's portal for fulfillment of the applicable Set-Up Fee. We also collect the Service Fee from our third party payment processor which we use to facilitate the fulfillment of pledges. All users acknowledge that a percentage of the funds (20% or less, depending on the status of the Account Owner) collected by the third party processor will be paid to Learn2Earn as Service Fees, with the balance being paid to the corresponding School less the payment processor's fee (currently 2.9%, plus 30 cents per transaction).

Pledge Fulfillment: The Service will not collect any personally identifiable financial information such as your credit card or bank account number. Learn2Earn uses a third party payment processor to facilitate the fulfillment and collection of pledges made pursuant to Fundraisers. All financial information is collected directly by the payment processor subject to their policies and terms of use. The security of your personally identifiable financial information and the payments you make to the payment processor is outside of our control and Learn2Earn shall not be responsible for any consequences or damages arising from your disclosing personally identifiable financial information to or payments using the payment processor. IF YOU ARE ACCESSING THE SERVICE AS A SPONSOR, YOU HEREBY REPRESENT AND WARRANT THAT (I) THE CREDIT CARD AND BANKING INFORMATION SUPPLIED TO THE THIRD PARTY PROCESSOR IS TRUE, CORRECT AND COMPLETE, (II) PAYMENTS MADE BY YOU WILL BE HONORED BY YOUR CREDIT CARD COMPANY OR DEPOSITARY FINANCIAL INSTITUTION, AS THE CASE MAY BE, AND (III) YOU SHALL PAY FOR ALL PLEDGES MADE UNDER YOUR ACCOUNT CREDENTIALS USING THE SERVICE.

Pledge Failure: Learn2Earn does not control success or completion of pledge fulfillment and is not responsible should any Supporter fail to fulfill its pledge, whether by providing incomplete or inaccurate financial information or having insufficient funds. Any failed pledge will be noticed on the Service and the Account Owner and Account Administrator will be provided with the facility to contact the Supporter to inquire regarding the pledge. The Account Owner and Account Administrator are solely responsible for all such communications which are required to comply at all times with the restrictions herein and applicable laws.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service contains content or features ("Service Content") that are protected by intellectual property rights, including, as applicable, copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Learn2Earn, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Learn2Earn, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Learn2Earn. You further agree that the functionality and features of the Service represent valuable proprietary materials owned by Learn2Earn. By having access to the Service, you agree that you shall not study or analyze the Service or otherwise use the Service for the purpose of creating and using another Internet reading -based fundraiser.

The Learn2Earn name and logos are trademarks and service marks of Learn2Earn (collectively the "Learn2Earn Trademarks"). Other Learn2Earn, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Learn2Earn. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Learn2Earn Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Learn2Earn Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Learn2Earn be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Learn2Earn does not pre-screen content, but that Learn2Earn and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Learn2Earn and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Learn2Earn, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, appropriateness, or usefulness of such content.

User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to Learn2Earn are non-confidential and Learn2Earn will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Learn2Earn has no control over such sites and resources and Learn2Earn is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Learn2Earn will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties while using the Service are between you and the third party, and you agree that Learn2Earn is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release

You agree to indemnify and hold Learn2Earn and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to (i) your use (and, if you are an Account Administrator, the use by your associated Students) of the Service, any User Content, your connection to the Service; (ii) your violation (and, if you are an Account Administrator, the violation by your Students) of these Terms of Service or of any rights of another, including, but not limited to, any abuse or cyber-bullying. In addition, you hereby release Learn2Earn and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, claims, actions of any kind and injury (including death), whether known or unknown, whether foreseeable or not, that in any way arise out of or relate to (i) your use (and, if you are an Account Administrator, the use by your associated Students) of the Service; (ii) any personal injury, death or property damage suffered by you, your family or other members of your household due to any communication or other action originating from or with respect to the Service. If you are a California resident, you waive California Civil Code Section 1542, which says: "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." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LEARN2EARN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LEARN2EARN WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LEARN2EARN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) ANY AMOUNTS PLEDGED OR OTHERWISE RAISED INCIDENT TO ANY FUNDRAISING; (iii) THE COST OF PROCUREMENT OF AN ALTERNATIVE FUNDRAISING MECHANISM; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL LEARN2EARN'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LEARN2EARN IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Arbitration

At Learn2Earn's or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement shall be exclusively resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Diego, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator's decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award you any damages in excess of the limitation on actual compensatory, direct damages set forth in above and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms of Service, and you hereby irrevocably waive any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

Termination

You agree that Learn2Earn, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Learn2Earn believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Learn2Earn may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Learn2Earn may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Learn2Earn will not be liable to you or any third party for any termination of your access to the Service. Upon any termination of this Agreement, all provisions herein which are intended survive to give meaning to their terms shall survive any termination or lapse of this Agreement, including, but not limited all definitions, disclaimers, indemnification obligations, limitation of liabilities, and general terms.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Learn2Earn will have no liability or responsibility with respect thereto. Learn2Earn reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service constitute the entire agreement between you and Learn2Earn and govern your use of the Service, superseding any prior agreements between you and Learn2Earn with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Learn2Earn agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Diego County, California. In the event a dispute arises regarding this Agreement or the use of this Site, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred, in addition to damages and any other relief to which it is entitled. The failure of Learn2Earn to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Agreement without the prior written consent of Learn2Earn, but Learn2Earn may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Your Privacy

At Learn2Earn, we respect the privacy of our users. For details please see our Privacy Policy. You confirm that you have read our Privacy Policy, the terms of which are incorporated herein in full, and agree that the terms of such policy are reasonable and satisfactory to you.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are 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., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Learn2Earn, 1228 University Ave, Suite 200, San Diego, CA 92103 or by telephone at (619) 230-5144.

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Please contact us at info@whooosreading.org to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.

SELECTING "I ACCEPT THESE TERMS AND CONDITIONS" WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO CREATE AN ACCOUNT AND USE THE SERVICE.

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