TERMS OF SERVICE

www.studyeli.com

Version 1.0

Welcome to Studyeli™, provided by English Language Institute Inc. (the “Company,” “we,” or “us”). We are pleased to offer you access to the Service (as defined below); this subject links to terms and conditions (the “Terms of Service”) and the applicable Company’s Privacy Policy (the “Privacy Policy. “). By accessing and using the Service, you consent to an agreement with an understanding of the Terms of Service and the Privacy Policy. If you disagree with the Terms of Service or the Privacy Policy, do not use the Service.

1. About the Terms of Service Generally.

1.1 For your convenience, the Terms are available in English languages, but in the case of a conflict, the English shall be final.

1.2 Terms are capitalized and defined in terms of Service or Section 10.

1.3 The Company owns and operates the Studyeli website available through www.studyeli.com (the “Website”). In addition, how, we offer you the ability via our courses to learn English online through our online services and website functionality and offline through downloads that may be available via the website (collectively, the “Service”). The Service includes the “Studyeli” and “Studyeli” Courses offered by the Company (the “Course”), among other academic services that may be available from time to time on the website.

1.4 Below is a summary of specific terms and conditions included in these Terms of Service. However, this summary is provided for Service only, and you should read the entire Terms of Service before agreeing with our full Terms of Service. You are granted a right to use the Service, subject to these Terms of Service. The right to use this Service applies to you as an individual (not a partnership, corporation, or another business entity) and is non-transferable without Company’s prior written consent. To entirely practice the Service, you may need to admit the end-user license agreement, terms, and conditions for other related software and hardware. Failure to accept these agreements' terms may limit your ability to use the Service fully. The Course will be available to you for your use commencing upon your registration and payment of the Course, including its renewals, except unless stated here. The Service works with your personal computer and compatible devices. To utilize the Service, you must register and open a Studyeli for other related software and hardware. Failure to accept these agreements' terms may limit your ability to use the Service fully. The Course will be available to you for your use commencing upon your registration and payment of the Course, including its renewals, unless differently stated here. The Service only serves your personal computer and different compatible devices. To use the Service, you must register and open a Studyeli Account. We reserve the right to make periodic updates to the Service with or without notice to you. The Service includes security and tampers-related functions, which, if triggered, may result in unavailable previously available content. Your requirement be at least 18 years of age to accept these Terms of Service; provided, still, if you are under 18 years old, your parent or legal guardian may take on your account. By applying the Service, you consent to collecting, processing, and using all information linked to your use of the Service. All of these are collected and worked under the terms of our Privacy Policy. You agree that you may encounter content that you may obtain to be objectionable. We reserve the right, at our discretion, to change these Terms of Service at any time without notice to you. In the event of a material change, we will use commercially conscious efforts to notify you and obtain your consent before implementing such changes. Studyeli disclaims, to the fullest extent permissible by law, certain representations and warranties regarding the Service and limits their liability. www.sudyeli.com; and if you are a student, please send us your comments by practicing that “Contact Us” link in your learning platform.

2. Consent to Use the Service; Reservation of Rights.

By accepting these Terms of Service, you are permitted a non-exclusive, non-transferable, non-sublicensable, limited right to enter, entry, and use the Service merely for personal, non-commercial use. All rights not explicitly admitted to you in these Terms of Service are reserved by the Company and its licensors, as applicable. You agree that this agreement is for your personal, non-commercial use and shall not use by other than you will use the Service. You have no privileges to copy or reproduce all or any section of the Services, including but not limited to the Studyeli Content. Other than the limited license granted in this Section 2, you have no further right, title, or interest in the Service. You understand and admit that all in the condition, your rights for the Service will be limited by copyright or applicable intellectual property laws and these Terms of Service.

3. Description of the Service.

3.1 Generally.

3.1.1 Your Account and Registration Information. You may access, preview, and search within the Service without having a Studyeli Account or giving Registration Information. Nevertheless, to use the Service and access Studyeli Content, you must open a Studyeli Account and provide Registration Information to the Company.

3.1.2 Accessing Studyeli Content. Ownership of Studyeli Content is described in Section 8 (Intellectual Property) of these Terms of Service. You may access Studyeli Content unlimited times as long as you have subscribed to the Service. You are also permitted to transfer the Studyeli podcasts to specific portable devices for personal, non-commercial use. You may also burn Studyeli podcasts onto CDs or DVDs for personal, non-commercial use; however, once you have transferred and burned Studyeli Content to such media, you agree not to copy, reproduce material, distribute, or transmit it to any other media or device to any other person or third party. Any burning or transferring capabilities of Studyeli Content are merely a lodging to you. It shall not compromise a grant or waiver (or other limitation or implication) of any rights of the copyright owners of the Studyeli Content, including any musical composition therein.

3.1.3 Software and Hardware Terms. Please transcribe that there may be separate end-user license agreements and terms of Service that you may need to consent for hardware and software that you may use in connection or that may interact with the Service. Failure to accept the terms of the agreements may limit your competent use of the Service. Also, the Service only works with compatible devices.

3.1.4 Accessing Studyeli Content. You and your child (and minor under your legal care) are permitted a right to use the Service, subject to these Terms of Service. Further, by using the Service, you consent to the collection, processing, and use of all information related to your use of the Service, all of which are collected and handled according to the terms of our Privacy Policy.

4. Promotions

4.1 Promotions The Company, other English Language Institute Inc. entities, and certain third parties may, from time-to-time place advertisements or present promotional offers and materials on or through the Service. Your participation in any promotion or offer is subject to the applicable rules associated with the upgrade. Your dealings with other entities or third parties and your involvement in third-party advertisements or suggestions advertised or presented on the Service are merely between you and such third party. Please note that you must be at least 13 years old to participate in any promotion or offer that relates to or related to the Service in any way. YOU ACCEPT AND AGREE THAT THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR LOSS OR DAMAGE INCURRED RESULT OF ANY DEALINGS OR THE RESULT OF THE PRESENCE OF SUCH AS ADVERTISERS ON THE SERVICE.

5. Restrictions. Your use of the Service is direct to the following restrictions:

5.1 Rules and Policies. When using the Company Service, you will be subject to any additional posted guidelines or rules applicable to specific services and the features which may publish from time to time (the “Guidelines”). As a result, all Guidelines are incorporated by reference into these Terms of Service. Such Guidelines will generally apply in a non-discriminatory method to all end users of the Service. They may contain, for example, required or automated updates, modifications, and reinstallations of software and obtaining available patches to, among other reasons, address security, interoperability, and performance issues. These updates, with changes and the like, may occur on a periodic or as-needed basis without notice to you. Also, you understand that certain aspects of the Service are capable of monitoring themselves and may create a unique system identification for security-related and tamper-detection purposes. Your access to specific applications is subject to restriction for security purposes or according to consistently applied Studyeli Content within protection policies. You must understand and agree that this would likely result in Studyeli Content that was previously unavailable for use after that.

5.2 Age Requirement. You must be at least 18 years of age to agree to and accept these Terms of Service on your behalf. If you are under 18, your parent or legal guardian must accept these Terms of Service and register for the Service on your behalf. In compliance with the Children’s Online Privacy Protection Act (“COPPA”), as such may be amended from time to time, if you are under 13, you are asked not to provide any information to the Company. Whether using the Service, participating in or entering any promotions, contests, sweepstakes-related Service, or any other activity. Treated, in some cases, a person underage who voluntarily seeks to engage in any commercial or advertising pattern of the mark. If there is a local regulation on Children’s Online Privacy in some legislation in the world said intended where conduct is waived, that provision must be adjusted requirements and restrictions, if the need arises, by the law and the integrity of the parties involved.

5.3 Prohibited Conduct. You may not procedure the Service to transmit, display, perform, or otherwise distinct available any messages, Content, or materials (I) that are illegal, explicit, threatening, or a “spamming” nature, defamatory, or invasive of privacy; (ii) to infringe copyrights, trademarks, patents, trade secrets, with other rights of knowledge property, privacy or publicity rights, communications regulations or acts, or any other laws, including without limitation laws concerning slander, harassment, rudeness, and pornography; (iii) that constitute political campaigning or commercial solicitation and contain software viruses and computer code designed to hinder with the functionality of any computer systems; or (iv) that may harm minors in any other way. You may not interfere with or disrupt networks connected or by any Service. You agree not to disturb or plan to attempt to interfere with the procedure or the Service in any part. Students are expected to direct themselves in respectful conduct during all Courses, mindful of the ethics of higher education and career progression for others. Any violations will be an issue to review and appropriate action by the Company, at its only responsibility, up to and including the Company exercising its rights under Section 9.3 to terminate Services. Also, you may not use a false email address or otherwise mislead other members about your personality or the origin of a message or content.

5.4 Restriction on Use Related to the Service. The Service includes security components, with special rules and policies applied. You may not attempt (or support others’ attempts) to evade, converse, engineer, decrypt, decompile, disassemble, or otherwise alter or interfere with any Service aspect. You may not distribute, exchange, modify, sell or re-sell, or transmit to any other person or third party in any part of the Service, including, but not limited to, any text, images, or audio, for any business, commercial, or public purpose. You agree not to copy, sell, distribute, or otherwise transfer Studyeli Content other than as expressly acceptable herein.

5.5 Security Restriction on Use Related to Studyeli Account. You may only open a Studyeli Account for yourself and not for any other person, subject to the provisions of the Section above entitled “Age Requirement.” You agree that you will not allow others to use your Registration Information and Studyeli Account and that you are only responsible for maintaining the confidentiality and security of the same. You accept and agree to notify the Company immediately of any unauthorized use of your password and Studyeli Account by calling us at the phone number on our website, www.studyeli.com, or using the “Contacts Us” link in your learning platform. If you are exploiting or opening an account on the Service on behalf of a company, article, or organization (collectively “Subscribing Organization”), then you signify and warrant. You are an authorized representative Subscribing Organization with authority to bind such organization to these Terms of Service and agree to be bound by these Terms of Service on behalf of such Subscribing Organization.

5.6 Restriction on Use Related to Studyeli Content. Except as explicitly allowed herein, the rights approved to you hereunder do not transfer to you by any of the following: (a) reproduction or promotional use rights in the Studyeli Content, (b) rights to enter into activities with any revenue-generating broadcast system (terrestrial, satellite, cable and/or other distribution channels), (c) rights to distribute or redistribute Studyeli Content on streaming applications (via the Internet, intranets and/or other networks), (d) rights to distribute to others Studyeli Content on other content distribution systems (pay-audio or audio-on-demand applications and the like) or physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like), or (e) commercial, sale, resale, reproduction, distribution or promotional use rights for the Studyeli Content. Any digital rights management solution provided with Studyeli Content is a devoted part thereof and may not outwit except to the extent permitted under applicable law. If you are in possession or control of Studyeli Content, it is your responsibility not to lose, destroy, or damage such Studyeli Content.

6. Charges and Billing.

6.1 Agreement to Pay. All Studyeli users must first accept and agree to these Terms of Service and complete a payment authorization and a Purchase Terms and Conditions (“Purchase Terms”). You agree to pay for Studyeli Content that is not obtained through promotional code otherwise, which is not offered to you by Studyeli for free.

6.2 Refund Policy. After one (1) day from the purchase of the Course, payments are nonrefundable. Any refunds that the Company should be delivered in your interest will transpire accredited on the credit card or payment instrument you designate when you first purchase or incur a charge on the Service under Section 6.4 of this Agreement.

6.3 Termination. Studyeli reserves the right to terminate your Studyeli Account and your access to the Service for violation of the Terms of Service. Should your Studyeli membership and subscription(s) to the Service be terminated, all fees are non-refundable.

6.4 Credit Card and Financial Transactions. You may ask when the registration process is to give your credit card or bank account information (your “payment instrument”). Since you are a Service user, you agree that your credit card charged, or your bank account debited, the applicable fees and either sales tax or all other charges you may acquire in connection, including your use of the Service. Except as stated herein, all payments are non-refundable. If you use your credit card to make purchases on our Service, we may, in our care, post charges to your credit card individually or aggregate your accounts with other purchases you make on the Service. You agreed to pay all amounts due under the Purchase Terms and to maintain adequate funds or credit balances on your payment instrument to satisfy all parts due to the Company. Also, you are responsible for keeping your Studyeli Account confidential, and you will be responsible for any charges incurred by any person through your Studyeli Account. All orders are billed to the payment instrument you designate when you first purchase or incur a task on our Service. Any bank fees or charges acquired on your payment instrument by your credit firm or a bank is your ability. If all your billing information changes, you must update that information by reaching the Company’s representative using the number on our website or your learning platform using the “Contact Us” link. By providing information about your credit card, bank account, or any other payment method to the Company, you accept and agree that we may keep your credit card and bank account information on file until your Studyeli Account is closed. And as stated in the Privacy Policy, unless you request Studyeli customer support, your credit card information is removed, which will transfer framed in the Privacy Policy. By providing your payment instrument information to the Company, you agree to consult the terms and conditions required by your financial institution for notification requirements and limitations on your liability for loss, theft, or unauthorized use of your payment instrument. You agree that you, and not English Language Institute Inc. or its Affiliates, will be solely responsible for the payment of all amounts billed to your credit card by unauthorized third parties. You agree that you will not provide any payment instrument information for any credit card or bank account that is unissued in your name.

6.5 Taxes. Purchases from the Service may consist of sales tax or value-added tax (where applicable), and such tax is based on your available address information. In such cases, the tax rate based on validity at the time of purchase applies to the Service. If the sales tax rate changes before applicable purchases are complete, the new tax rate will be valid when the service purchase is completed and will apply. Other product and service limitations and disclaimers may apply. You will be merely responsible for paying all such taxes during change.

6.6 Right to Change Prices. All prices related to the Service are subject to change by the Company at any time without your notice and liability. The Company does not provide the amount of protection or refunds in the event of a price drop or a promotional offering price.

7. Special Notices. As a user of the Service, please note the following:

7.1 Privacy Policy. By registering for the Service, you consent to collecting and processing all information related to your use of the Service, including Registration Information. This information was organized by the Company and handled according to the terms of the privacy, which is mostly expressing made as part of these Terms of Service by this reference. By accepting these Terms of Service, you also agree to the Privacy Policy. A copy of the Privacy Policy is available on the Company’s website.

7.2 Accuracy of Information. You represent and guarantee that all information (including Registration Information and responses to polls and surveys) you provide to the Company is correct, complete, and current. You agree to update such information as necessary. You also agree that any information you provide to the Company will not infringe on law or ordinance or infringe on the rights of any third party.

7.3 Certification of Residency and Capacity into Contract. By opening a Studyeli Account, you represent and warrant to the Company that you continue in the territory specified in your profile and that you can enter a contract under the laws of your jurisdiction.

7.4 Nature of Content. You agree that by using the Service and accessing the Studyeli Content, you may encounter materials that you may find noticeable, offensive, or objectionable. The Company may include, if available, information related to ratings, content type, and descriptions of the applicable owners of Studyeli Content provide the information. However, the Company is not responsible for the accuracy of any such information. You agreed to the following without distinguishing whether the Service includes parental control functions. And no difference of the extent to which you use such parental control functions: (a) It is your responsibility to determine which Company Content or materials found on the Service meet your standards, and (b) Under no circumstances will the Company or its Affiliates or content delivery providers be responsible in any way for any Studyeli Content or materials to which you have access. You agree to use the Service at your only risk, and that Company and its Affiliates shall not have liability to you for any content or materials contained in the Service.

7.5 Risk of Use. Neither Studyeli nor its Affiliates shall take any responsibility. They shall not be liable for damages or viruses that may damage your computer equipment or other property because of your accessing, using, downloading from, or browsing the Service.

7.6 Links from Other Websites to Third Party Sites; RSS Feeds. The Company is not responsible for the content or availability of any RSS Feeds or websites linked to the Service or any third-party sites which link through or from the Service. Accessing RSS Feeds or linking to other websites is entirely at risk. Any RSS Feeds or connections are provided for your benefit only and should not interpret as an approval of the owner/sponsor of the website. The Company denies all warranties, express or indicated, regarding the efficiency, quality, or otherwise of any materials or information included on such RSS Feeds and websites.

7.7 The Company’s Right to Change These Terms of Service. The Company reserves the right to change, at its decision, change, modify, add, or remove the portions of these Terms of Service at any period without any notice. All the changes shall be effective instantly. In the event of a relevant difference, we shall use commercially reasonable efforts to notify you and obtain your consent before applying the changes. Therefore, please check these Terms of Service periodically for changes. Your continued practice of the Service after posting changes constitutes your binding acceptance of evolving.

7.8 The Company’s Right to Make Changes to the Service. The Company may add, change, discontinue, remove, or suspend any materials incorporated into the Service, including features, prices, and terms of products described or depicted on the Service, temporarily or permanently, at any time, without notice and liability. Also, the Company and the owners of the Studyeli Content may occasionally remove Studyeli Content from the Service without notice, and the Company may lose the right to make specific Studyeli Content available at any time. In case you can no longer obtain or view specific Studyeli Content.

8. Intellectual Property

8.1 Trade Secrets and Proprietary Materials. The Service contains and embodies trade secrets, patented (and patent pending) inventions, and other proprietary material and intellectual property of the Company and its licensors. All title and ownership rights in the Service, including but not limited to all Studyeli Content and any copies of the Service and the Studyeli Content, remain with the Company and its licensors, as applicable. You agree to keep the information contained in the Service, which is not publicly known or classified to yourself, and not to publish such information to others without the Company’s prior written consent. Students are not authorized to try to reconfigure, descramble or converse engineer the Studyeli website, Service, and Studyeli Content.

8.2 Copyright. The Studyeli Content and other works of authorship are exposed within or as part of the Service (collectively “Content”) and protected by applicable copyright laws, international copyright treaties, and other intellectual property laws and treaties. The content is licensed, not sold. You cannot make unauthorized copies and use any content except as specified herein and by applicable law. All titles and copyright in plus to the Content and Service (including but not limited to any transmitted works or enhancements including images, illustrations, graphics, photographs, animation, video, audio, music, text, scripts, “applets,” files, URLs, documentation and interactive features included with or available through the Service), are owned by the Company or its licensors. You admit to complying with all applicable copyright protection laws concerning your use of the Service and the content. In expanding to the terms provided in this Terms of Service, the Company may take appropriate measures to protect copyright in the material.

8.3 Trademarks. You cannot use any trademarks detected on or inside the Service, excluding as specified herein and by applicable law. You may not copy, display, or use any of the brands without the formerly written permission of the owner. Any unauthorized use may infringe trademark laws, the laws of privacy and publicity, and civil or criminal laws. The trademarks listed below are trademarks of the Company, its direct or indirect parents, and its Affiliates, licensors, or third-party owners. Nothing contained in the Service should construe as granting by estoppel or otherwise any license or right of use to any trademark. Please note that the trademark list below is periodically updated such that neither this list nor its updates are all-inclusive lists of the brands. For questions about any of the trademarks or the below trademark list, please send inquiries to English Language Institute Inc Attention: Business and Legal Affairs Address: -1 Mifflin, Cambridge, Ma 02138. Studyeli, the “Studyeli” name and logo, “Studyeli,” and other trademarks used on the Service are the trademarks of their respective owners.

8.4 Company’s Rights to Your Postings. By placement messages, reviews, entering data, or appealing in any other form of communication processing the Service (if so official by the Company) or as part of Studyeli formal social networks, you announce that you have all the rights to make such posting, that post is not violating the rights of any third-party. You agree that the Company may copy, sublicense, adapt, transmit, publicly perform, or indicate any such content to provide and/or promote the Service and to respond to whichever legal condition, claim, or threat. If the Company’s use of such content abuses any proprietary rights you may have in the material, you concur that the Company has an unrestricted, royalty-free, non-exclusive, and permanent global right to do so. You also agree that any loss or damage that affects the result of the usage of any messages, Content, or material you upload, post, transmit, show, or otherwise make available through your access to the Service is merely your responsibility. Also, you only must monitor and protect intellectual property rights. Accordingly, you may post on social networks, including but not limited to messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and other materials; the Studyeli will not have or accept any responsibility in your name.

8.5 Action for Violation of Intellectual Property Rights. Suppose the Company receives a notice alleging that you have engaged in behavior that infringes any of the Company, its Affiliates, or a third party’s intellectual property rights or reasonably suspects the same. In that case, the Company may suspend or terminate your access to the Service without notice. If the Company acts under this Section, it shall have no liability or responsibility to you, including for any amounts you have previously paid or any credits you have on the Service.

8.6 Digital Millennium Copyright Act Compliance. If you are a copyright owner or agent, think that any user’s postings or non-Company material infringe against your copyrights. Therefore, you may submit a notification following the Digital Millennium Copyright Act (“DMCA”) by implementing our Copyright Agent (as listed below) among the following information in writing (see 17 U.S.C § 512(c)(3) for more detail):

The Company’s appointed Copyright Agent to receive notifications of claimed violation is English Language Institute Inc. Address: -1 Mifflin, Cambridge, Ma 02138. Standard Terms.

9.1 Remedies. You agree that any unauthorized use of the Service and any technology contained therein would result in irreparable injury to Studyeli, for which money damages would be inadequate. Therefore, in such event, the Company itself shall have the right, in addition to other remedies available at law and equity, to immediate injunctive relief against you and to prevent any unauthorized use. Nothing included in this Section or elsewhere in these Terms of Service shall be construed to limit remedies available according to statutory or other claims that the Company may have under separate legal authority. You understand and agree that canceling your Studyeli Account is your sole right and remedy concerning any dispute with the Company.

9.2 Indemnification. You accept and agree that you will defend, indemnify and hold harmless the Company against any claims, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs, and other expenses (including reasonable attorneys’ fees) arising from or any relating to your use of the Service. And or any breach by you of these Terms of Service, and you agree to reimburse the Company on demand for any losses, costs, or expenses they incur from there.

9.3 Term; Termination. The term of these of Service shall remain in effect until terminated as provided herein in these terms. These Terms of Service and your rights to access, download from, and use the Service are subject to immediate termination, without notice, (a) if you breach (or the Company reasonably suspects that you have breached) any provision of these of Service, or (b) upon the Company’s discontinuation of its dissemination or support of the Service. If applicable law expressly prohibits the termination without notice, then such termination will occur upon notification of any such breach. Upon termination, you must cease all your work and use of the Service. Suppose the Company terminates these Terms of Service or suspends your Studyeli Account for any of the reasons outlined in these Terms of Service. In that case, Studyeli shall have no liability or responsibility to you, and Studyeli will not refund any amounts you have previously paid.

9.4 DISCLAIMERS; LIMITATION OF LIABILITY.

9.4.1 YOU RECOGNIZE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK ITSELF. EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF KIND BY THE STUDYELI OR ITS AFFILIATES, AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR INDIVIDUAL PURPOSE, NONINFRINGEMENT, AND TITLE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING USAGE OF THE USE OF THE SERVICE CONCERNING PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS, OR OTHERWISE. YOU WILL NOT HOLD UPON THE STUDYELI NOR ITS AFFILIATES RESPONSIBLE FOR ANY DAMAGES THAT YOUR ACCESSING RESULT (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR REGISTERED PORTABLE DEVICES YOU USE TO ACCESS THE SAME. THERE IS NO WARRANTY THAT THE SERVICE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO EITHER THE STUDYELI OR ITS AFFILIATES.

9.4.2 THE STUDYELI MAKES NO WARRANTY THAT ANY ACTUAL PERSONAL COMPUTER, CD OR DVD PLAYER, CD OR DVD BURNER, OR REGISTERED PORTABLE DEVICE WILL BE COMPATIBLE WITH THE SERVICE. IT IS YOUR ONLY RESPONSIBILITY TO ENSURE YOUR SYSTEMS FUNCTION CORRECTLY WITH THE SERVICE. UNLESS WE SPECIFICALLY TELL YOU OTHERWISE, THE USAGE OF STUDYELI’S MOBILE APPLICATIONS IS LIMITED TO THE RELEVANT DEVICE AND OPERATING SYSTEM SUITABLE TO ACCESS THE MOBILE APPLICATION. STUDYELI DOES NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER FOR ANY UNAVAILABILITY OF THE APPLICATION OR DIFFICULTY OR INABILITY TO DOWNLOAD OR ACCESS CONTENT, OR OTHER COMMUNICATION SYSTEM FAILURE WHICH MAY RESULT IN THE MOBILE APPLICATION BEING UNAVAILABLE.

9.4.3 SERVICE MAY INCLUDE THE VIEWS, ADVICE, STATEMENTS, AND OPINIONS, WHICH SIGNIFY THE VIEWS, ADVICE, OPINIONS, AND STATEMENTS OF THE ACTUAL AUTHORS AND NOT NECESSARILY THOSE OF ANY COMPANY AFFILIATE. THE STUDYELI DOES NOT SIGNIFY OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY VIEW, ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION PROVIDED BY THE AUTHORS. SUCH VIEWS, OPINIONS, ADVICE, STATEMENTS, OR OTHER INFORMATION ARE ONLY THOSE OF THE AUTHORS AND CAN NOT BE ATTRIBUTED TO THE STUDYELI OR ITS AFFILIATES. RELIANCE UPON VIEWS, OPINIONS, ADVICE, STATEMENT, OR OTHER INFORMATION SHALL ALSO BE AT YOUR OWN RISK. STUDYELI SHALL NOT BE LIABLE TO ANYONE FOR ANY INACCURACY, ERROR, OMISSION, INTERRUPTION, TIMELINESS, INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, COMPLETENESS, DELETION, DEFECT, FAILURE OF PERFORMANCE, COMMUNICATION LINE FAILURE, ALTERATION, OR USE OF THE AUTHOR’S WORKS, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING FROM THAT PLACE. THE STUDYELI TAKES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR THE DAMAGES OR VIRUSES THAT MAY CAUSE THE DAMAGE TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USE OF THE AUTHOR’S MATERIALS.

9.4.4 IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, HOWEVER, CAUSED, ARISING FROM OR RELATING TO THE SERVICE, THESE TERMS OF SERVICE OR THE SUBJECT MATTER OF ANY OF THE PRECEDING, UNDER ANY THEORY OF LIABILITY, INCLUDING JUST NOT LIMITED TO

9.4.5 ANY JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DESIGNATED WARRANTIES OR LIABILITY FOR RELATED OR CONSEQUENTIAL DAMAGES, SO BANS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE AREA THAT IN THE SPECIAL CIRCUMSTANCE, ANY DISCLAIMER OR LIMITATION ON COSTS OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW. INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE COMPANY SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW AND IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. IN NO EVENT SHALL SUCH DAMAGES OR THE TOTAL AGGREGATE LIABILITY OF THE COMPANY EXCEED FEES PAID BY YOU IN THE PRECEDING 12 MONTHS OR $12, WHICHEVER IS GREATER.

9.5 Choice of Law and Venue. These Terms of Service, the use of Service governed by the laws of Massachusetts State excluding (i) conflict of laws principles; (ii) The United Nations Convention was proceeding Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period into the International Sale of Goods; and (iv) the Protocol amending changing the 1974 Convention, done at Vienna April 11, 1980. You agree that any claim or conflict with the Company or any Affiliate or issuing out of or linking to these Terms of Service, the Service, or your use of any of the preceding will bring in an appropriate state or federal court located in Boston, Massachusetts. You have agreed to obey these courts' particular jurisdiction and venue and waive any jurisdictional, venue, or untimely forum objections to such courts. THE PARTIES SHALL NOT RAISE IN CONNECTION IN ADDITION TO THAT AND AT THIS MOMENT WAIVE, TRIAL BY JURY and ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, THE LOSS OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF RULE OR THE RELATED IN EACH SUCH ACTION OR SUIT. To the degree permitted by law, these Terms of Service shall replace any requirements of the Uniform Commercial Code and the Uniform Computer Information Transactions Act as used or made applicable to the Service in any accountable jurisdiction.

9.6 Entire Agreement and Severability. These Terms of Service, Privacy Policy, Purchase Terms, and payment authorization (including any amendments by the Company to it) together constitute the entire agreement between you and the Company for its subject matter and supersede all preceding and contemporaneous agreements and understandings, written or oral, connecting you and the Company concerning the subject matter hereof. Except as expressly set forth herein, these Terms of Service may not amend, transformed, or completed by the parties in any custom except by a written instrument signed by an authorized officer of the Company. Suppose any part of the Terms of Service is found void or unenforceable by a court of proper jurisdiction. In that case, the balance of these Terms of Service will interpret to affect the intention of the parties reasonably. Headings are for reference confidence only and in no way define, limit, construe, or describe such Section's scope, content, or extent. No provision hereof shall deem waived (by any act or omission) unless such waiver is in writing and signed by an allowed officer of the Company. These Terms of Service will bind and strengthen to the gain of each party’s successors and specifies if you may not assign or transfer these Terms of Service, in whole or in part, without the prior written consent of an authorized officer of the Company.

9.7 Following Owner of the Service; Company Merger/Acquisition. By using the Service, you have agreed that the Company or one of its companies may, through the time of a merger, acquisition, or sale of the Service or all or substantially all of the Company’s assets assign its rights and obligations regarding the Service to an applicable subsequent owner or operator. In the case of such a merger, acquisition, or sale, your continued use of the Service means your agreement to be bound by the Terms of Service and the privacy policy of the subsequent owner or operator.

9.8 Survival. The provisions of these Terms of Service designated “Indemnification,” “Limitation of Liability,” “Choice of Law and Venue,” “Charges and Billing,” “Company’s Rights to Your Postings,” “Remedies,” and “Disclaimers” will survive its termination.

10. Definitions.

“Affiliates” signifies the Company and its direct and indirect parents, agents, employees, licensors, distributors, business partners, suppliers, and affiliates (and each of the other entities’ respective officers, directors, employees, and agents).

“Studyeli Account” means a user account registered with the Service.

“Studyeli Content” indicates the music, images, text, and other material that may be received or obtained by you in the digital form of the Service, which the Company or third-party licensors own content.

“Privacy Policy” involves the Company Privacy Policy, a copy of which may be viewed by clicking on the link at the base of the Service homepage and which may be amended, changed, or updated from time to time by this Company as stated regarding the Privacy Policy.

“Registration Information” means the information provided by you to the Company or the Service when you register for a Studyeli Account and during the installation process, which may be provided to use the Service (including a unique member (user) name, a password, and your valid email address).

11. Questions.

If you have any questions or comments about these Terms of Service, please feel free to call us at the number on our website or email us: at [email protected].

Any rights not expressly allowed herein are reserved.