Agreement Between You and A1-Academia

 

 

Last Updated Date: August 27th, 2019

 

PLEASE READ THIS TERMS OF USE AGREEMENT (THE "TERMS") CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF A1-ACADEMIA. ("A1-ACADEMIA") WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE "WEBSITE") IN ANY WAY, INCLUDING USING THE SERVICES ENABLED VIA THE WEBSITE (THE "SERVICES") BY A1-ACADEMIA OR USERS OF THE SITE ("USERS"), CLICKING THE "I ACCEPT" CHECK BOX, OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS. IF YOU ARE AN ADMINISTRATOR (AS DEFINED BELOW) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY AND ON BEHALF OF THE CLIENT THAT EMPLOYS YOU, AND TO BIND THAT CLIENT TO THE TERMS, AND AGREE THAT THE TERM "YOU" ALSO REFERS TO SUCH CLIENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

 

The Services consists of an academic management system that clients ("Clients") may subscribe to and provide to their staff and students ("Staff" and "Students"). A1-Academia provides Clients with an administrator account that enables a designated Client employee ("Administrator") to manage the Services and manage Student and Staff access to the Services. "User" means any user of the Service, including Administrators, Students, and Staff. If you are an Administrator accessing the Service pursuant to a separate agreement ("Client Agreement") between your Client and A1-Academia, the terms of your Client Agreement applies to your use of the Service to the extent that the Client Agreement conflicts with the Terms (including any changes to the Terms).

 

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY A1-ACADEMIA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, A1-Academia will make a new copy of the Terms available at the Website. We will also update the "Last Updated" date at the top of the Terms. If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing User. A1-Academia may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

 

USE OF THE SERVICES AND A1-ACADEMIA PROPERTIES.

 

The Website, the Services, and the information and content made ("Content") available by A1-Academia on the Website and in the Services (collectively, the "A1-Academia Properties") are protected by copyright laws throughout the world. Subject to the Terms, A1-Academia grants you a limited license to reproduce portions of the A1-Academia Properties for the sole purpose of using the Services for your personal purposes or, in the event you are an Administrator or Staff User, your Client's educational purposes.

 

Application License. Your use of the Application is governed by the End User License Agreement that accompanies the service when an account is created for the Client.

 

Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the A1-Academia Properties, (b) you shall not use framing techniques to enclose any trademark, logo, or other A1-Academia Properties; (c) you shall not use any metatags or other "hidden text" using A1-Academia's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the A1-Academia Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Website; (f) except as expressly stated herein, no part of the A1-Academia Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the A1-Academia Properties. Any future release, update or other addition to the A1-Academia Properties shall be subject to the Terms. A1-Academia, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the A1-Academia Properties terminates the licenses granted by A1-Academia pursuant to the Terms.

REGISTRATION.

In order to access certain features of the A1-Academia Properties you must have an account ("Account"). Certain features are only available to each of the account types.

Client Administrator Accounts. This Subsection applies to Administrators. As soon as reasonably practical following your payment of any applicable fees required by your Client Agreement, A1-Academia will provide you with access to an Administrator Account, provided that you (1) provide any necessary information about you and/or your Client when registering the Account ("Registration Data") and (2) accept the Terms. Using your Administrator Account, you may create individual Student and Staff Accounts by submitting the applicable Student or Staff Account details on the Service. Your Client will be responsible for any activities, including any violation of the Terms, that occur under Student and Staff Accounts created using your Administrator Account.

Staff and Student Accounts. This Subsection applies to Staff and Students. To create an Account, you must (1) be provided with access to an account by an Administrator, (2) provide us with any Registration Data requested in the registration form, and (3) accept the Terms.

Registration Data. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the Registration Data to keep it true, current, and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify A1-Academia immediately of any unauthorized use of your password or any other breach of security. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the A1-Academia Properties if you have been previously removed by A1-Academia, or if you have been previously banned from any of the A1-Academia Properties.

Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the A1-Academia Properties, including but not limited to, a device that is suitable to connect with and use the Application. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the A1-Academia Properties.

RESPONSIBILITY FOR CONTENT.

Types of Content. You acknowledge that all Content, including the A1-Academia Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not A1-Academia, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the A1-Academia Properties ("Your Content"), and other Users of the A1-Academia Properties, and not A1-Academia, are similarly responsible for all Content they Make Available through the A1-Academia Properties ("User Content").

No Obligation to Pre-Screen Content.You acknowledge that A1-Academia has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although A1-Academia reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, and/or (3) otherwise creates liability for A1-Academia. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

Storage. Unless expressly agreed to by A1-Academia in writing elsewhere, A1-Academia has no obligation to store any of Your Content that you Make Available on the A1-Academia Properties. A1-Academia has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the A1-Academia Properties.

OWNERSHIP.

A1-Academia Properties. Except with respect to Your Content and User Content, you agree that A1-Academia and its suppliers own all rights, title and interest in the A1-Academia Properties. A1-Academia's name and other related graphics, logos, service marks and trade names used on or in connection with the A1-Academia Properties are the trademarks of A1-Academia and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the A1-Academia Properties are the property of their respective owners.

Your Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the A1-Academia Properties. A1-Academia does not claim ownership of Your Content. However, you grant A1-Academia a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the A1-Academia Properties to you and to our other Users. When you as a User post or publish Your Content on or in the A1-Academia Properties, you represent that you have the authority to grant the aforementioned license to A1-Academia. Please remember that other Users may search for, see, use, modify, and reproduce any of Your Content that you submit to any "public" area of the A1-Academia Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

Your Account. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the A1-Academia Properties, you hereby expressly permit A1-Academia to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.

User Code of Conduct. As a condition of use, you agree not to use the A1-Academia Properties for any purpose that is prohibited by the Terms or by applicable law. Do not post, or permit others to post, content on the A1-Academia Properties or on your profile that (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene material (unless such material is made available for educational purposes); (v) harms or impersonates others; (vi) advertises or sells a product or service. Do not reproduce content from your course or other students unless allowed by the express copyright terms laid out by the instructor (e.g. Creative Commons). Do not share the solutions to assignments with others unless this is encouraged by the instructor. Do not submit the work of others as your own work. Respect the privacy of other students and instructors. Respect the diversity of opinions and cultures that will be present in your course. Do not attempt or engage in, any potentially harmful acts that are directed against the A1-Academia Properties, including but not limited to violating or attempting to violate any security features of the A1-Academia Properties, introducing viruses, worms, or similar harmful code into the A1-Academia Properties, or interfering or attempting to interfere with use of the A1-Academia Properties by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing", or "crashing" the A1-Academia Properties. If you believe that someone has violated this code of conduct, begin by notifying the instructor of the course. If the issue is not addressed to your satisfaction, contact conduct@canvas.net with your concerns.

Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to A1-Academia through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that A1-Academia has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to A1-Academia a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the A1-Academia Properties.

INVESTIGATIONS.

A1-Academia may, but is not obligated to, monitor or review the A1-Academia Properties and Content at any time. Without limiting the foregoing, A1-Academia shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although A1-Academia does not generally monitor user activity occurring in connection with the A1-Academia Properties, if A1-Academia becomes aware of any possible violations by you of any provision of the Terms, A1-Academia reserves the right to investigate such violations, and A1-Academia may, at its sole discretion, terminate your license to use the A1-Academia Properties, or change, alter or remove Your Content, in whole or in part.

INTERACTIONS WITH OTHER USERS.

User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that A1-Academia reserves the right, but has no obligation, to intercede in such disputes. You agree that A1-Academia will not be responsible for any liabilities incurred as the result of such interaction.

Content Provided by Other Users. The A1-Academia Properties may contain User Content provided by other Users. A1-Academia is not responsible for and does not control User Content. A1-Academia has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

THIRD-PARTY SERVICES.

Third-Party Websites. The A1-Academia Properties may contain links to third-party websites ("Third-Party Content"). When you click on a link to a Third-Party Website, we will not warn you that you have left the A1-Academia Properties and are subject to separate terms and conditions or privacy policies. Such Third-Party Websites are not under the control of A1-Academia. A1-Academia is not responsible for any Third-Party Websites and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.

App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third-party from which you received the Application, e.g., the Apple or Android app stores.

INDEMNIFICATION.

You agree to indemnify and hold A1-Academia, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the "A1-Academia Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the A1-Academia Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. A1-Academia reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with A1-Academia in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the A1-Academia Properties.

DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE A1-ACADEMIA PROPERTIES IS AT YOUR SOLE RISK, AND THE A1-ACADEMIA PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. A1-ACADEMIA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. A1-ACADEMIA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE A1-ACADEMIA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE A1-ACADEMIA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE A1-ACADEMIA PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE A1-ACADEMIA PROPERTIES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE A1-ACADEMIA PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE A1-ACADEMIA PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. A1-ACADEMIA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM A1-ACADEMIA OR THROUGH THE A1-ACADEMIA PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY.

Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL A1-ACADEMIA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE A1-ACADEMIA PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT A1-ACADEMIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE A1-ACADEMIA PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE A1-ACADEMIA PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE A1-ACADEMIA PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON A1-ACADEMIA PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE A1-ACADEMIA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

Cap on Liability. UNDER NO CIRCUMSTANCES WILL A1-ACADEMIA PARTIES BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50).

User Content. A1-ACADEMIA PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

No Liability for Conduct of Third Parties or Other Users. YOU ACKNOWLEDGE AND AGREE THAT A1-Academia PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD A1-ACADEMIA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE A1-ACADEMIA PROPERTIES. YOU UNDERSTAND THAT A1-ACADEMIA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE A1-ACADEMIA PROPERTIES.

Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN A1-ACADEMIA AND YOU.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

It is A1-Academia's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to A1-Academia by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the A1-Academia Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the A1-Academia Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for A1-Academia's Copyright Agent for notice of claims of copyright infringement is as follows: The Project Manager, A1-Academia Project, academia@a1academia.net

 

TERM AND TERMINATION.

Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the A1-Academia Properties, unless terminated earlier in accordance with the Terms.

Termination of Services by A1-Academia. If you have materially breached any provision of the Terms, or if A1-Academia is required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful), A1-Academia has the right to immediately suspend any Services and licenses provided to you under this Agreement ("Suspension"). Following Suspension, A1-Academia and your applicable client will work together in good faith to determine whether to reinstate your access to (and any associated licenses to) the Services or permanently terminate your Services. Notwithstanding the foregoing, A1-Academia may terminate your account immediately in its sole discretion in the event that (a) you are a repreat infringer for purposes of A1-Academia's copyright infringement policy as described in Section 11 or (b) you violate any restriction of these Terms after A1-Academia makes reasonable efforts to provide you with notice of a previous violation. You agree that A1-Academia shall not be liable to you or any third-party for any Suspension or termination of your Account made in accordance with the Terms. Termination or Suspension of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination or Suspension of any Service, your right to use such Service will automatically terminate immediately. A1-Academia will not have any liability whatsoever to you for any Suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

GENERAL PROVISIONS.

Electronic Communications. The communications between you and A1-Academia use electronic means, whether you visit the A1-Academia Properties or send A1-Academia e-mails, or whether A1-Academia posts notices on the A1-Academia Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from A1-Academia in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that A1-Academia provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Release. You hereby release A1-Academia Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the A1-Academia Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "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.

Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without A1-Academia's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. A1-Academia may assign this Agreement without your consent.

Force Majeure. A1-Academia shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Compliance. If you believe that A1-Academia has not adhered to the Terms, please contact A1-Academia by emailing us at academia@a1cademia.net. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Utah, without giving effect to any principles that provide for the application of the law of another jurisdiction. You hereby expressly consents to the personal jurisdiction and venue in the state of Utah for any lawsuit filed there against you by A1-Academia arising from or related to the Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. The laws of the jurisdiction where you are located may be different from Utah law.

Notice. Where A1-Academia requires that you provide an e-mail address, you are responsible for providing A1-Academia with your most current e-mail address. In the event that the last e-mail address you provided to A1-Academia is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, A1-Academia's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to A1-Academia at the following address: academia@a1academia.net . Such notice shall be deemed given when received by A1-Academia.

Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Entire Agreement. Unless you have entered into a separate Client Agreement, the Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.