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ACHIEVE TERMS OF USE AGREEMENT

These Terms govern and apply to all persons who access and use (“Users”) the Achieve platform and related service domains, Made Easy, LLC’s (hereafter “Made Easy”) online platform for instruction and community information (“Platform“). By accessing or using the Platform, you acknowledge that you have read these terms, understand them, and agree to be bound by the terms and conditions described herein.  If you do not agree to all of these terms and conditions, do not use the Platform.  MADE EASY MAKES NO GUARANTEES TO PRIVACY OF ANY INFORMATION INTRODUCED INTO THE PLATFORM.  USER ASSUMES ALL RISK AND RESPONSIBILITY FOR ANY PRIVATE OR SENSATIVE MATERIAL INTRODUCED TO THE PLATFORM.

1. Rules and Conduct

1. You are responsible for any activity that occurs under your username, so keep your password secure.
2. You are responsible for verifying the safety, suitability, and functional state of any items uploaded or shared via the Platform.
3. You are responsible for your conduct and any data, text, information, usernames, graphics, photos, profiles, audio, video clips, and links (“Content“) that you introduce into the Platform.
4. Made Easy does not control, is not responsible for and makes no representations or warranties with respect to any Content uploaded by any User.
5. You are responsible for your access to, use of and/or reliance on any Content uploaded by a User. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any such Content.
6. You agree that while using the Platform you will not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

This list is an example and is not intended to be complete or exclusive. We do not have an obligation to monitor your access to or use of the Platform or to review or edit any information posted to the Platform, by the User. However, we have the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

We reserve the right, at any time and without prior notice, to remove or disable access to any data submitted by a User, that we consider, in our sole discretion, to be in violation of these Terms, or harmful to the Platform. Made Easy will not be liable or responsible for any lost, corrupted, or deleted data stored within the Platform or in connection to any User account. Consequently, Made Easy encourages you to maintain your own backup of your Content. In other words, Made easy is not a backup service.  Made Easy will not be liable to you for any modification, suspension, or discontinuation of the Platform, or the loss of any Content.

The Content uploaded by Users available through the Platform has not been reviewed, verified or authenticated by us, and may include inaccuracies or false information. We make no representations, warranties, or guarantees in connection with the Platform or any Content on the Platform, relating to the quality, suitability, truth, accuracy or completeness of any Content contained in the Platform.

2. General Terms

1. You may not access or try to access non-public areas of the Platform, our computer systems, or the technical delivery systems employed by our Platform.
2. You may not use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, crawl, scrape, or otherwise index any portion of the site or any content from the Platform including but not limited to posted items, User profiles, names, addresses, email addresses, and photos.
3. You may not gather and use information, such as Users’ name, real names or email addresses which are made available through the service for any purpose outside of these Terms, including but not limited to Spam or any other form of unwanted solicitation.
4. You may not, in the use of the Platform, violate any laws in your jurisdiction (including but not limited to copyright laws).
5. Violation of this Agreement can result in the termination of your account in connection with the Platform. You also agree to indemnify and hold Made Easy harmless as indicated within Indemnification section below.
6. While the Platform prohibits certain conduct on its server and site, you understand and agree that Made Easy cannot be responsible for the Content posted on its server and you nonetheless may be exposed to such materials and that you use the Platform at your own risk.

3. General Conditions

1. We reserve the right to refuse access to anyone for any reason at any time.
2. We reserve the right to force forfeiture of any username that becomes inactive, violates trademark law, may mislead other Users, or is otherwise deemed inappropriate by company.
3. We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, defamatory, obscene, otherwise objectionable, violates any party’s intellectual property, these Terms of Use, or the Made Easy Privacy Policy, as explained below.
4. If we decide to remove any Content for any reason, Made Easy shall provide notice to the User or Instructor account from which the Content was posted.
5. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademarks on those usernames.
6. We reserve the right to modify the Platform (or any part thereof), either temporarily or permanently, at anytime without prior notice.  

4. Proprietary Rights in Content on Achieve Platform

1. Made Easy does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other Content that you post on or through the Platform. By displaying or publishing (“Posting“) any Content on or through the Platform, you hereby grant to Made Easy a non-exclusive, royalty-free, worldwide, sub-licensable and transferable license to use, modify, publicly perform, publicly display, reproduce and distribute such Content, including without limitation distributing part or all of the Content in any media formats through any media channels now known or hereafter invented.
2. You represent and warrant that: (i) you own the Content Posted by you on or through the Platform or otherwise have the right to grant the license set forth in this section, (ii) the use of your Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the use of your Content on the Platform does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you use on or through the Platform within Indemnification section below.
3. Made Easy owns and retains all rights in the Made Easy Content and Achieve Content and the Platform.  Made Easy hereby grants you a limited, revocable, non-sub-licensable license to view the Made Easy Content (excluding any Content explicitly disclaimed or limited) solely for your personal use in connection with using the Platform.
4. The Platform contains Content of Users and other Made Easy licensors. Except as provided within this Agreement, you may not copy, modify, create derivative works, publicly display, publicly perform, or digitally transmit any Content appearing on or through the Platform.
5. Made Easy performs technical functions necessary to offer the Platform, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Platform.

5. Privacy Policy

Made Easy does not guarantee the privacy of any information associated with, placed on, or used in the Platform environment.  Any private or sensitive material should be used in the Platform with extreme caution completely at the User’s own risk.      

6. Indemnification

You agree to indemnify and hold Made Easy harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) we incur in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to (i) your use or misuse of, or access to, the Platform, or the use of the Platform, (ii) a violation of the Terms of this agreement, any applicable law or regulation, or the rights of any third party, by any person using your account; (iii) your Content; or (iv) (a) your interaction with any Users, (b) your transfer of any item or service, or (c) your creation of an item or service post. Liability for any given item or service offered by you includes, but is not limited to, any injuries, losses, or damages of any kind arising in connection with or as a result of a request for or use of an item or service.

Made Easy retains the right to employ Made Easy’s own counsel. You remain solely responsible for Made Easy’s defense and must obtain Made Easy’s written consent to a settlement. You agree to notify Made Easy of a pending suit claiming you have violated a third party’s intellectual property or other rights. Made Easy requires that you confirm your indemnification in case of a lawsuit; failure to do so may be considered a breach of your Terms of Use.  

7. Integration with Third Party Services

If you are using the Platform combined, integrated, or used with third party products, software applications, or website (“Third Party Service[s]”), you agree that: (i) you may be required to enter into a separate license agreement with the relevant third party owner or licensor for the use of their Third Party Services (ii) the functionality of the Platform may be diminished when operating through a Third Party Service; (iii) Made Easy cannot guarantee that the Platform shall always be available on or in connection with such Third Party Services.

8. Ownership

Made Easy and the Platform are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, we (or our licensors) exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Platform (“Feedback”) is given voluntarily and, even if designated as confidential, will not create any confidentiality obligation for us and we will be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

9. Modification

Made Easy reserves the right, at its sole discretion, to modify or replace any of these Terms on the Made Easy website or Achieve platform at anytime without prior notice, and shall provide the User with notice after the fact by sending you notice through the Platform by push notification or email. Made Easy may also impose limits on certain features or restrict access to parts or all of the Platform without notice or liability. You may not opt out of these notifications, and your continued use of the Platform following the posting of any changes to these Terms constitutes acceptance of those changes.

10. Termination

Made Easy may terminate, change, suspend, or discontinue the Platform (including without limitation, the availability of any feature, database, or content, whether proprietary content or User generated Content) or your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Platform and related Content.

11. Disclaimer

You understand and agree that the Service is provided to you “AS IS” and on an “AS AVAILABLE” basis. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

12. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT MADE EASY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS, DATA, INFORMATION OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (iii) UNAUTHORIZED ACCESS TO, LOSS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE PLATFORM.

13. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion of limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. In these cases, Made Easy’s liability will be limited to the fullest extent permitted by applicable law.

14. Arbitration

For any dispute you have with Made Easy, you agree to first contact the Made Easy and attempt to resolve the dispute with us informally. In the unlikely event that Made Easy has not been able to resolve a dispute within 30 days, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. Unless you and Made Easy decide otherwise, arbitration will be conducted in Orange County, California. If your claim is for $10,000 U.S. Dollars or less, Made Easy agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the arbitration rules.  Each party will be responsible for paying any filing, administrative and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for experts and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Service. TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND [COMPANY] ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to any conflict of laws, rules, or principles. 

16. Complete Agreement

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. These Terms constitute the entire agreement between us regarding the Platform, and supersede and replace any prior agreements we might have between us regarding the Platform.

17. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated except as mandated by ruling.