Terms & Conditions

PLEASE READ THE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LUMINEE LEARNING. BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, WHICH IS A CONTRACT BETWEEN YOU AND LUMINEE LEARNING. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

THIS AGREEMENT CONTAINS A PROVISION THAT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH LUMINEE LEARNING ON AN INDIVIDUAL BASIS AND THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

This Agreement applies to your use of all Luminee Learning’s services, such as Luminee Learning English, Luminee Learning Math, Luminee Learning Science and Luminee Learning Chinese, or use of the website that Luminee Learning Pte Ltd. (“Luminee Learning,” “Company,” “we,” or “us”) provides at lumineelearning.com or any other Luminee Learning location that links to this Agreement (collectively, the “Services”). In this Agreement, “you” refers to a User of the Services (as defined below).

Your use of the Services also may be subject to additional terms, conditions, policies, rules or guidelines applicable to the Services or certain features of the Services that we post or provide to you. All such additional terms posted or provided to you during your use of the Services are hereby incorporated by reference into and form a part of this Agreement.

For avoidance of doubt, these terms and conditions are to be read with Luminee Learning’s standard published policies for Data Privacy Policy.

Amendments

Our Services may change from time to time, which means the terms of this Agreement may change too. To the fullest extent permitted by applicable law, Luminee Learning may amend, in whole or in part, the following sections of the following terms and conditions. Luminee Learning holds the sole right to modify the terms without prior permission from you or providing notice to you.

User accounts

We currently offer accounts to the following types of individuals that use the Services (each a “User,” and collectively “Users”):

• “Parent Users” or “Parents” (including parents and guardians of Student Users).
• “Student Users” or “Students” (a child and/or student who uses the Services).

A Student User account can be linked to one Parent User in order to facilitate a progressive learning experience for that Student User. Any Parent User linked to that Student User account will have access to the learning information in that account. Parent Users are responsible for the acts of Student Users linked to their account.

Use of the Services

Users must use the Services subject to and in compliance with this Agreement and all applicable local, provincial, state, national and international laws, rules and regulations. The Services, including all content, features and functionality thereof, are owned by Luminee Learning. Subject to this Agreement, Luminee Learning grants you permission to access and use the Services, solely for your own personal, non-commercial use, and not for the use or benefit of any third party. All rights in and to the Service not expressly granted to You in this Agreement are reserved by Luminee Learning. We may also impose limits on certain services and/or features or restrict your access to parts or all of the Services, in our sole discretion and without notice.You are solely responsible for any activity that occurs through your account, for maintaining the confidentiality of your account information and password, and for restricting access to your account and your computer. If your account has been compromised or if you suspect unauthorised use of your account, notify us immediately at help@lumineelearning.com. Without limiting the foregoing, Parent Users who create or are linked to accounts for minor children are responsible for the acts and activities of those children in connection with the use of the Services, and that this Agreement and Luminee Learning’s Privacy Policy will apply to those minor children’s use of the Services.

User obligations and prohibited conduct

By using the Services, you agree that you will not conduct, conspire to, participate, or otherwise engage in fraudulent, abusive, or otherwise illegal activity and that any such activity will be grounds for termination of your right to access or use the Services. Hacking or harming the Services is prohibited. Specifically, you agree that you will not (i) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other User; (ii) use the Services to violate computer or network security measures, transfer or store illegal material (including threatening or obscene material), or engage in any kind of illegal activity; (iii) use any automated or non-automated system, including but not limited to “spiders,” “robots,” “offline readers,” “scrapers,” etc., to copy, distribute, disclose, or access the Services, interfere with the proper working of the Services or place an unreasonable load on the Services’ infrastructure; (iv) run or activate a maillist, listserv, or any form of auto-responder or “spam” on the Services; (v) attempt to interfere with or decipher any transmissions to or from the servers running the Services; (vi) transmit any malicious software agents through the Services; (vii) use the Services for any commercial solicitation purposes; (viii) interfere with the proper working of the Services; (ix) bypass the measures used by Luminee Learning to prevent or restrict access to the Services.

Acceptable use and code of conduct

You agree to adhere to the following rules when using the Services:

• You will not use the Services to violate a person’s right to privacy or otherwise collect, use, or disclose data, including personal information, about other users without their consent or for unlawful purposes.
• You will not bully, intimidate, or harass, any User or use the Services in any manner that is threatening, abusive, violent, or harmful to any person or entity.
• You will not use the Services in any way to upload, post, transmit, email or otherwise distribute content that: is hate speech, discriminating, defamatory, threatening, pornographic or otherwise obscene; incites violence; contains nudity or graphic or gratuitous violence; or is otherwise objectionable as reasonably determined by Company.
• You will not use the Services in any manner that would disparage the Company.
• You will not impersonate a Company employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
• You will not use the Services in a manner that is harmful to minors. Without limiting the foregoing, you will not transmit or post any content anywhere on the Services, including any User Content (as defined below), that violates child welfare laws, pornography laws, or sexual exploitation laws.
• You will not use the Services for any unlawful purpose or that is not in accordance with this Agreement. You agree not to access or use Luminee Learning or any Luminee Learning Services for any purpose that is illegal or beyond the scope of the Services’ intended use (in Luminee Learning’s sole judgement).

You acknowledge and agree that your violation of any of these conditions, at Luminee Learning’s sole discretion, may result in the immediate suspension or termination of your account and your access to the Services.

Fees, payment, and renewing subscriptions

Fees and payment

There is a fee for subscription to our Services. Where the fee is a subscription, we may, in our sole discretion, change the fee to be charged for your next subscription period.All fees are payable in accordance with the payment terms in effect when payment is due. We may offer some promotional trials or time-limited discounts or offers for certain Services or Users from time to time. If you sign up or register through a trial, promotional, or discount event, your rights of use will be subject to and limited by the terms of the trial, promotion, or discount offer and will terminate or renew in accordance with the terms of the offer or any additional terms communicated related to the trial, promotion, or discount offer. If you do not pay fees applicable to the Services, you may not use or access those paid Services features. Unless otherwise expressly stated in the policies applicable to a Service, any fees paid for Services are non-refundable, to the fullest extent permitted by law.You must use either a credit card to activate and maintain that Service. You will be responsible for the fees and all applicable taxes for any Service ordered. Should your credit card or payment method be denied, we reserve the right to recharge the credit card or payment method for any outstanding amounts. You will not be charged more than the amount of the fees for the Service(s) you have purchased. If you believe that Luminee Learning has billed you incorrectly, you must contact the Luminee Learning no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to help@lumineelearning.com.Note: Luminee Learning does NOT directly store credit card information - all credit card information and transactions are stored by third-party payment providers that process payments on our behalf. You agree that in the event one of our payment processors experiences a data breach affecting your information through no fault of Luminee Learning, Luminee Learning will in no way be responsible or liable to you for any such breach.

Subscription, renewal and cancellation

By purchasing a subscription, you agree that we may renew your subscription automatically for the same subscription term on the day after your previous subscription ends, if and when applicable. When applicable, your subscription will automatically renew unless you cancel your account prior to the renewal date through the procedures described in the “Subscription Cancellation” section below. We will charge your credit card (or the other method of payment initially used by you) each month for the then-current applicable price. You authorise us to charge you through the credit card or other acceptable or approved payment method that you used when subscribing to the Services.You may cancel your subscription and avoid future billing online via your Parent account. If you do so, we will endeavour to close your account as soon as possible; regardless, we will not charge you for another subscription period if you cancel your subscription prior to its renewal date.For all accounts, you will continue to have access to your account for the period of time that has already been prepaid. After you cancel your account, we will not charge you any subscription fees after the expiration of your then-current subscription period. 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.

Luminee Learning content and intellectual property rights

The Services and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (the “Luminee Learning Content”) are owned by Luminee Learning, and are protected by Singapore and foreign intellectual property laws, including copyright, trademark and other intellectual property or proprietary rights laws. The Luminee Learning Intellectual Property is, and shall at all times remain the sole and exclusive property of Luminee Learning. Luminee Learning shall have the right, in its sole discretion, to modify the Luminee Learning Intellectual Property. “Luminee Learning Intellectual Property” means: (a) the Service; (b) all improvements, changes, enhancements, and components thereof; (c) all other proprietary materials of Luminee Learning and/or its licensors; and (d) all other intellectual property owned by Luminee Learning including, but not limited to, all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats, and know-how, as well as any underlying source code and object code related thereto.The Services and all content, features and functionality are intended solely for the personal, non-commercial use by our Users and may only be used in accordance with this Agreement. You agree that your use of the Services does not give you ownership of any intellectual property or other proprietary rights in the Services or the Luminee Learning Content and as between you and the Company, all such rights in the Services and Luminee Learning Content, which does not include User Content (as defined below), are owned by and the property of the Company or its licensors.You agree that you will not and will not allow a third party (whether or not for your benefit) to: (i) run, license, rent, lease, loan, distribute or sell access to the Services or Luminee Learning Content; (ii) build or support (and/or assist a third party in building or supporting) products or services that compete with the Services or use similar ideas, features, functions, interface or graphics of the Services; (iii) use, store, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, create derivative works from, display, license, sell or otherwise exploit the Services or Luminee Learning Content for any purposes other than as expressly authorised by this Agreement; (iv) decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code of the Services or Luminee Learning Content; (v) circumvent, disable, or otherwise interfere or alter security related tools or features; (vi) remove, obscure or alter any copyright, logo, trademark, or other legal notices or otherwise use the Services in a manner that creates the impression the Services or Luminee Learning Content belongs to any entity other than Luminee Learning. Notwithstanding the foregoing, (i) your computer or browser may temporarily store or cache copies of materials being accessed and viewed, (ii) in the event social media platforms are linked to certain content on the Services, you may take such actions as our Services and such third-party social platforms permit, and (iii) for downloadable applications only, one copy may be downloaded with any proprietary notices intact, for personal, non-commercial use, pursuant to the terms of this Agreement. Company will not, under any circumstances, be liable in any way for any Luminee Learning Content, including, but not limited to, any errors or omissions in any Luminee Learning Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Luminee Learning Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.You agree that data derived from Luminee Learning’s provision of the Service or your use of the Service (“Learning Activity Data”) may be used by Luminee Learning for the purposes of analysis, including statistical analysis, trend analysis, creation of data and AI models, and creation of statistical rules. Such Learning Activity Data Data will only be used in its aggregated or anonymized form and such results may be used by Luminee Learning for any lawful purpose not otherwise excluded by this Agreement. Luminee Learning owns the Learning Activity Data. The Learning Activity Data may also be used to provide the Service, comply with legal obligations, for load distribution and optimisation of the Service and to provide support to you in connection with the Service. As between the parties, Luminee Learning owns the Learning Activity Data. Notwithstanding anything contained in this Agreement to the contrary, the Learning Activity Data does not include Customer Identifier Data.You understand all information transmitted through the Services is the sole responsibility of the User from which such content originated and Luminee Learning is not and cannot be held liable for errors or omissions in any User Content. Luminee Learning cannot guarantee the authenticity of data which Users may provide about themselves. You acknowledge all Luminee Learning Content accessed while using the Services is at your own risk and you are solely responsible for any damage or loss to any party resulting therefrom. Users acknowledge the Company reserves the right but is not obligated to pre-screen, filter, edit, remove, refuse to accept, post, display, or transmit any User Content through or on the Services in whole or in part any time for any or no reason without notice and without liability of any kind. Luminee Learning reserves the right to use the information collected. To help us improve the Services, from time to time we may conduct surveys, inquiries or submit requests for feedback through the Services or Users may submit feedback, comments, suggestions for improvements, reviews, or testimonials to the Services (in written, oral or any other form) (“Feedback”). Any survey, inquiries or request for Feedback is optional and will not prevent access to or impede the Services. If you choose to provide Feedback, you hereby assign to Luminee Learning all rights, titles and interests in any Feedback, and waive your moral rights therein. Nothing in this Agreement restricts the Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without notice, without approval, and without compensating or crediting the User or the individual providing such Feedback.

Communications

By using the Services, it is deemed that you consent to receiving calls, auto-dialled and/or pre-recorded message calls, messages and emails, from Luminee Learning at any time with the use of the telephone number and email address that has been provided by you for the use of the Services which are subject to the Privacy Policy. Users can opt out from such communication and/or newsletters either by contacting us at help@lumineelearning.com.The sharing of the information provided by you will be governed by the Privacy Policy and We will not give out your contact information to third parties not connected with the Website.

Privacy

You acknowledge, consent and agree that Luminee Learning may access, preserve, and disclose information you provide to Luminee Learning at any stage during your use of the website or Services.  For information about Luminee Learning’s treatment of personal information, please review our Privacy Policy.

Third-party services

The Services may contain links to third-party websites or services (“Third-Party service(s)”) not owned or controlled by Luminee Learning, or our Services may be accessed by logging in through a Third-Party service such as Google. The inclusion of Third-Party services does not imply affiliation or endorsement of such services by Luminee Learning. Luminee Learning does not control these Third-Parties or their services and therefore when you access or use their services, you do so at your own risk and agree without limitation that Luminee Learning is not responsible for such Third-Party services. You represent and warrant you have read and agree to be bound by all applicable policies, in addition to your obligations under this Agreement. Luminee Learning has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party service or by any third party. In addition, Luminee Learning will not and cannot monitor, verify, censor or edit the content of any third party or their service(s). By using Luminee Learning’s Services, you expressly relieve and hold us harmless from any and all liability arising from your use of any Third-Party service(s).Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Luminee Learning shall not be responsible or liable for any loss or damage incurred as the result of any such dealings. If there is a dispute between participants on any part of the Services subject to this Agreement, or between Users and any third party, you understand and agree Luminee Learning has no interest therein and is under no obligation to become involved.

Governing law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of laws principles. Any dispute arising from these terms shall be resolved in the courts of the Republic of Singapore.

Arbitration and dispute resolution; class action waiver

This provision allows us to promptly and efficiently resolve any dispute that may arise between us. You and Luminee Learning agree that any dispute, controversy, or claim under any legal theory, including but not limited to any federal, state, or provincial statutory claims, common law claims, including those based in tort, fraud, misrepresentation, or contract, arising out of or relating in any way to the Services or these Terms or the breach, termination, enforcement, interpretation, formation, or the validity thereof, and the issue of arbitrability (collectively, the “Dispute”), you and Luminee Learning agree to the following resolution process. All issues are for the arbitrator to decide, including issues relating to the scope, conscionability, severance, and enforceability of this arbitration agreement. Notwithstanding the substantive law applicable to any arbitration, any arbitration conducted pursuant to this Agreement shall be governed by the laws of the Republic of Singapore. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this arbitration agreement.If you and Luminee Learning do not reach an agreed-upon resolution within 30 days of the meet and confer, you and Luminee Learning agree that the Dispute will be resolved solely by binding arbitration in accordance with the laws of the Republic ofSingapore. In resolving the Dispute, the arbitrator will consider applicable law, the provisions of this Agreement, and any facts based upon the record and no other basis, and will issue a reasoned decision.As an exception to binding arbitration, you and Luminee Learning both retain the right to pursue, in a small claims court, any Dispute that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. We will not demand arbitration in connection with any individual Dispute that you properly file and pursue in a small claims court, so long as the Dispute is pending only in that court.This arbitration agreement will not apply to any legal action taken by either party to seek an injunction or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.You and Luminee Learning agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. You and Luminee Learning further agree that any Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. Also, the arbitrators may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).You and Luminee Learning agree that the agreement to arbitrate shall survive termination of this Agreement, and the termination of any membership or account you may have with Luminee Learning.If the arbitrator decides that applicable law precludes enforcement of any of this arbitration agreement’s limitations as to a particular claim for relief, then that claim (and only that claim) shall be severed from the arbitration and may be brought in court. In addition, notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable.Nothing herein shall be construed as consent by Luminee Learning to the jurisdiction of any court regarding claims unrelated to the use of the Services or this Agreement.

Indemnity

You agree to defend, indemnify, and hold harmless Luminee Learning and its subsidiaries, agents, licensors and affiliates, and their employees, contractors, agents, officers, and directors from claims, damages, obligations, losses, cost or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Luminee Learning Content and/or the Services, including any data or content transmitted by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any representations or warranties; (iii) your violation of any third-party right, including but not limited to any right of privacy or intellectual property rights in connection with your use of the Services; (iv) any content or information that is submitted via your account or use of the Services; or (v) any other party’s access and use of the Services with your account credentials.

Warranty disclaimer

You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Luminee Learning Content you access via the Services; how you may interpret or use the Luminee Learning Content or the Services; or what actions you may take as a result of having been exposed to the Luminee Learning Content. Luminee Learning cannot guarantee the security and safety of the Services given the nature of the Internet and the persistence of bad actors. You hereby release Company from all claims, damages, losses or liabilities related to your use of the Services or the Luminee Learning Content.THE SERVICES AND LUMINEE LEARNING CONTENT ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.OTHER THAN AS EXPRESSLY STATED IN WRITING, LUMINEE LEARNING MAKES NO REPRESENTATION OR WARRANTY THE SERVICES (1) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR BE TO YOUR LIKING; (2) WILL BE TIMELY, ACCURATE, FREE FROM ERRORS OR LOSS, UNINTERRUPTED, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (3) WILL BE CORRECTED, REPAIRED OR OTHERWISE RESTORED FOR ANY DEFECTS OR ERRORS THAT OCCUR - SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED.TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NO ADVICE OR INSTRUCTION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, SUPPLIERS, OR BUSINESS PARTNERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU TO COMPANY HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.WHERE A JURISDICTION DOES NOT ALLOW LIMITATION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, COMPANY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Termination

You may terminate your use of the Services at any time. Luminee Learning may terminate or suspend your access to the Services or your account at any time, without prior notice or liability, if you violate any term or condition of this Agreement, or for any other reason, which may result in the forfeiture and destruction of all information associated with your account, including progress and any upgrades or features obtained or purchased in any Luminee Learning. Upon termination of your account, your right to use or access the Services and any Luminee Learning Content will immediately cease.This Agreement shall remain in full force and effect until terminated by Luminee Learning. For clarity, your termination of your use of the Services or deletion of your account, or Luminee Learning’s termination or suspension of your account, does not terminate this Agreement.

Miscellaneous

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree this Agreement is the complete and exclusive statement of the mutual understanding relating to the subject matter of this Agreement, and all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind the Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. Except as expressly set forth in this Agreement, you and Company agree there are no third-party beneficiaries intended under this Agreement.

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