CYBERU TERMS OF SERVICE

(Last updated December 13, 2016)

This Terms of Service Agreement ("Terms of Service", or "Agreement") between you or the company you represent ("you", "your", or " Author") and CyberU, Inc. ("CyberU" , " we", "us", or "our") sets forth the legally binding terms for your use of the CyberU.com website (including all areas of the site), any successor websites, as well as the services, software, and applications provided online and/or made available offline through or in connection with the service, including through a mobile device (collectively, "Site" or "Service"). By accessing or using the Service and/or by clicking on the "Signup" button, you signify that you have read, understood, and agree to be bound by the Terms of Service. If you are acting as a representative or agent of a company, you represent you are authorized by that company to bind the company to this Agreement.

This Agreement includes the rights, obligations, and restrictions regarding your use of CyberU and content posted on CyberU. Please see our https://www.cyberu.com/privacy-policyfor more information about how we collect, use, and share information on CyberU.

CyberU may modify this Agreement at any time and such modification shall be effective thirty (30) days from the posting by us of the updated terms at http://www.cyberu.com/terms-of-service. If we do modify this Agreement, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to use or access) the Service.

General Terms - for all Site users

Course Author Terms - for Authors only

GENERAL TERMS

1. DESCRIPTION OF SERVICE

The Service enables a user to do some or all of the following: view online content (e.g., in the form of text, images, video, flash, etc.); take online classes/tests; connect with other users; participate in online discussions; create online communities pertaining to specific topics; create and/or administer classes/tests; offer classes/tests for sale; and purchase goods and services offered by CyberU, you, and/or other parties in an online marketplace. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the terms and conditions of this Agreement. The Service may not be used for any purpose not expressly permitted by this Agreement. You may not reproduce, copy, duplicate, sell or resell any part of the Service, except to the limited extent expressly permitted by this Agreement.

2. REGISTRATION

In consideration of your use of the Service, you represent that you are not a person barred from using the Service under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to CyberU, to keep it accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account. If you provide any information that is untrue, inaccurate, not current or incomplete, or CyberU has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CyberU has the right to suspend or terminate your account and refuse any and all current or future use of the Service. In addition, CyberU reserves the right to suspend or terminate your account at any time for any reason, with or without notice, if CyberU believes you are not in full compliance with this Agreement. Upon account termination, you must immediately cease using the Service, and CyberU will have no obligation to maintain your account or any of your Content for any period beyond what may be required by applicable law. CyberU is not under any obligation to verify the actual identity or authority of the user of any username or password.

You may never use another user's account without permission. You are responsible for all activity occurring on your account and shall abide by all applicable local, provincial, federal and foreign laws, treaties and regulations in connection with your use of the Service, including without limitation, those related to data privacy. You agree to immediately notify CyberU of any unauthorized uses of the account or any other breaches of security. CyberU cannot and will not be liable for any loss or damage from any unauthorized use of your account or your failure to comply with this security obligation. You shall be liable for the losses of CyberU or others due to such security breach or unauthorized use.

By providing CyberU your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail, except as otherwise mandated by applicable law. We may also use your email address to send you other messages, including without limitation, changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by emailing feedback@cyberu.com.

3. OWNERSHIP OF CONTENT, LIMITED LICENSE, AND USE RESTRICTIONS

The following definitions apply to material on the Site:

  1. "Content" means any and all content, including, without limitation, photos, profiles, messages, notes, text, courses, tests, certifications, quizzes, materials, sessions, documents, information, music, video, advertisements, listings, and other content appearing anywhere on the Site at any time.
  2. "Course" means any Content offered for sale via the Service.
  3. "CyberU Enterprise" means CyberU's business-to-business offering, which comprises access to one or more bundles of Courses for a set subscription fee, regardless of the actual number of Registrations.
  4. "Registration" means registration for a Course, regardless of whether the Course is actually taken or completed.
  5. "Third Party Content" means any and all Content owned by a third party.
  6. "Site Content" means any and all Content that is neither your Content nor Third Party Content.

Both the Site and all Site Content are the property of CyberU, its users or its licensors, with all rights reserved. Neither the Site nor any Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without CyberU's prior written permission. Any rights to the Site or Site Content not expressly granted by this Agreement are retained by CyberU.

CyberU grants you a limited, revocable, non-sublicenseable, non-transferable license to access, use, download, and print a copy of, any portion of the Site Content to which you have properly gained access, solely for your personal, non-commercial, educational use, and provided that you keep all copyright or other proprietary notices intact. Such license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods. Any and all fees users pay via the Site to access a Course shall be deemed strictly subscription fees; no ownership rights are transferred by any such purchases or payments. Except where otherwise expressly stated, user access to each Course will expire twelve (12) months following your date of purchase.

In no event shall you:

  • use the Site or any Content in violation of applicable laws, rules or regulations;
  • use the Site other than in accordance with the terms and conditions of this Agreement, for the purpose of teaching or learning;
  • modify, translate or create any derivative works based upon the Site or any Site Content or Third Party Content;
  • reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from any of the Site or any Site Content or Third Party Content or any part thereof;
  • make any of the Site or any Site Content or Third Party Content available to any unauthorized third parties;
  • perform, or release the results of, benchmark tests or other comparisons of any of the Site or any Site Content or Third Party Content with any other software, service, or content;
  • post Content that you did not produce or that you are not authorized to use;
  • post Content that promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status or sexual orientation/gender identity, or whose primary purpose is inciting hatred on the basis of these core characteristics;
  • post Content that is primarily intended to be, or has the primary effect of being, shocking, sensational or disrespectful;
  • post Content that encourages others to do things that might cause them to get badly hurt;
  • post pornography or sexually explicit Content;
  • solicit personal information from any other user, including without limitation, those users registering for your Courses;
  • prevent any other users from providing their Courses;
  • engage in any activity that requires CyberU to obtain any licenses from or pay any royalties to any third party (e.g., in order to display or publish Content);
  • post, transmit, sell, share or otherwise make available unsolicited commercial email or " spam". This includes, without limitation, unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (i) sending mass email to recipients who haven't requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;
  • use or launch any automated system, including without limitation, "robots", " spiders", "offline readers", etc., that accesses the Service in a manner that sends more request messages to the CyberU servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
  • post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  • harm, stalk, harass or otherwise violate the rights of others in any way in your use of the Service;
  • impersonate any person or entity, including, but not limited to, a CyberU official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • violate any applicable local, state, national or international law in connection with CyberU or the Service;
  • exceed the scope of any CyberU service or product for which you have registered by, for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons;
  • collect or harvest any personally identifiable information, including account names, from the Service.

Any use of the Site, Site Content, or Third Party Content other than as specifically authorized herein, without the prior written permission of CyberU, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Your rights to use Third Party Content are governed by the applicable Third Party license terms that are established by those Third Parties from time to time. By accessing or using Third Party Content, you agree to any such license terms applicable thereto.

You grant, and you represent and warrant that you have the right to grant, to CyberU an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute your non-Course Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such non-Course Content, and to grant and authorize sublicenses of the foregoing. You may remove your non-Course Content from the Site at any time, except for comments and reviews you post on the Site.

You understand that, by using CyberU, you may be exposed to Content that you consider to be offensive, indecent or objectionable. You acknowledge that CyberU does not pre-screen Content. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content or Site Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You represent that you are over the age of 18, or, if not, you will only use the Service with the involvement, supervision, and approval of a parent or legal guardian. Children under the age of 13 may not register for an account or otherwise use the Service.

4. FEES AND REFUNDS FOR CONTENT YOU PURCHASE

Fees for Courses and any other applicable Content are available on the Site. Unless otherwise stated, all of our fees are quoted in U.S. dollars. You are responsible for paying all fees associated with the use of the Site through your account, and for all applicable taxes. CyberU is not responsible for any transaction between you and any third parties offering Courses, and as a result we have no control over the quality, safety or legality of the items or services advertised, the truth or accuracy of any descriptions, or the ability of sellers to sell or buyers to pay. Except where otherwise expressly stated or agreed to in writing by CyberU, all transactions are non-cancelable, and no refunds will be issued. Subject to advance notice, if and as reasonably necessary, CyberU reserves the right to substitute substantially similar Courses for the actual Courses purchased.

5. TECHNICAL, CUSTOMER, AND SALES SUPPORT

Technical, customer, and sales support for the Site, if any, is only provided via email or other online means and is not provided in person or via phone. You may contact support at: support@cyberu.com.

6. INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, and without limitation of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data from the country, jurisdiction, state and locality in which you reside to and from the United States.

7. LINKS

We may provide, or third parties may provide, links to other World Wide Web sites or resources. Because CyberU has no control over such sites and resources, you acknowledge and agree that CyberU is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that CyberU shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

8. TRADEMARKS

"Cornerstone," "Cornerstone OnDemand," "CyberU," and other CyberU graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of CyberU. Trademarks and trade dress used by third parties in association with the sale or license of their goods or services on the Site are the property of the respective owner.

Such trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective owner.

9. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY

CyberU respects the intellectual property and other rights of others, and we ask you to do the same. You are prohibited from uploading, posting or otherwise transmitting on or through the Site any Content that violates another party's intellectual property and other rights. However, CyberU does not screen Content, and therefore is not responsible for the conduct of its users, and has no responsibility or liability for Content or for the loss or corruption thereof. Use of any Content is at your own risk, and the appearance of Content on the Site is not intended to act as an endorsement by CyberU thereof.

It is CyberU's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of CyberU and/or others. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to CyberU's Designated Copyright Agent. Upon receipt of Notice as described below, CyberU will take whatever action, in its sole discretion, it deems appropriate, including, without limitation, removal of the challenged Content from the Site.

DMCA Notice of Alleged Infringement ("Notice")

  1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  4. Include both of the following statements in the body of the Notice:
    • "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
    • "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
  5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to CyberU's Designated Copyright Agent:

Copyright Agent
CyberU, Inc.
1601 Cloverfield Blvd., Suite 620S
Santa Monica, CA 90404
feedback@cyberu.com

10. INDEMNITY AND RELEASE

You agree to defend, indemnify and hold harmless CyberU and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers, shareholders, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your Content; (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code; and (vii) any dispute you have with one or more of our users or any third party providing goods and services through the Site.

11. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CYBERU, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT, OR OF AVAILABILITY OR RESULTS. WITHOUT LIMITATION OF THE FOREGOING, CYBERU DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY SERVICE ERRORS WILL BE CORRECTED. CYBERU IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONTENT OTHER THAN SITE CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH MATERIAL. CYBERU ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. CYBERU IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE.

B. UNDER NO CIRCUMSTANCES WILL CYBERU BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER CONTENT OR PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE SERVICE, ANY CONTENT POSTED ON OR THROUGH THE SITE, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER ONLINE OR OFFLINE. YOU POST CONTENT ON CYBERU AT YOUR OWN RISK.

C. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

E. CYBERU RESERVES THE RIGHT TO CHANGE ANY AND ALL SITE CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN OR ON CYBERU AND ANY SERVICES OFFERED THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

F. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY CYBERU.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL CYBERU, ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR AGENTS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOS REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM AND/OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. CYBERU'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE: (i) AMOUNT PAID, IF ANY, BY YOU TO CYBERU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM(S) FIRST AROSE; (ii) AMOUNT OWED BY CYBERU TO YOU FOR YOUR OWN COURSES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM(S) FIRST AROSE; OR (ii) SUM OF FIVE HUNDRED DOLLARS ($500). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO CYBERU FOR CYBERU, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM CYBERU, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT CYBERU SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Service is controlled and offered by CyberU from the United States of America. CyberU makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so on their own volition and are responsible for compliance with local law.

13. NOTICE

You acknowledge that CyberU may establish general practices and additional limits concerning use of the Service. Notices to you may be made via email or website posting. At its discretion, CyberU may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Site. Your agreement to these Terms of Service constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Site in an authorized manner.

14. GENERAL

Independent Contractors. You and CyberU are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

Entire Agreement. This Agreement, including the https://www.cyberu.com/privacy-policy, constitutes the entire agreement between you and CyberU and governs your use of CyberU, superseding any prior agreements between you and CyberU (including, but not limited to, any prior versions of the Agreement) concerning the Service. You also may be subject to additional terms and conditions that apply when you use other CyberU services or register for, take, or purchase Courses.

Choice of Law and Forum. You and CyberU each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Agreement, or the relationship between you and CyberU, shall be brought exclusively in the courts located in the county of Los Angeles, California or the U.S. District Court for the Central District of California. You and CyberU agree to submit to the personal jurisdiction of the courts located within the county of Los Angeles, California or the Central District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

Waiver and Severability of Terms. The failure of CyberU to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Titles. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

Force Majeure. CyberU shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event beyond of the control of CyberU.

15. VIOLATIONS

Please report any violations of the Agreement to feedback@cyberu.com.

COURSE AUTHOR TERMS

In addition to the General Terms, the following terms apply to Authors who offer or publish Courses:

1. COURSES YOU OFFER FOR PURCHASE

License

You grant, and you represent and warrant that you have all the rights, permissions, and licenses to grant, to CyberU a non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to display, promote, market, sell, resell, demonstrate, record (for demonstration purposes), deliver, and distribute your Courses. Notwithstanding the foregoing, you have the right to remove any or all of your Courses from the Site at any time. Once removed, your Course(s) will no longer be offered on the Site; provided, however, that: (1) CyberU has the right to continue to offer your Courses to CyberU Enterprise subscribers who subscribed prior to the removal date, for so long as they remain subscribers; and (2) individual users who purchased one or more of your Courses prior to the date of removal shall have twelve (12) months from the removal date to continue to access said Courses.

Payments and Refunds (not applicable to CyberU Enterprise)

You will be solely responsible for determining the prices CyberU charges for your Courses, except for any amounts required by law to be charged in connection with the sale thereof. As between the parties, CyberU will solely handle billing, collection, and all other fee matters with users. Unless otherwise agreed in writing, CyberU will pay you fifty percent (50%) of the amount CyberU actually receives from Registrations for your Courses, less any refunds paid, applicable sale or other taxes (e.g., VAT), and applicable fees for mobile application sales (e.g., from the Apple App Store, Google Play Store, Windows Store, etc.) ("Net Amount"). Payment will be made within forty-five (45) days of the end of the calendar quarter in which CyberU received the applicable Net Amount. You are responsible for providing CyberU with all identifying and tax information necessary for the payment of amounts due.

CyberU may offer refunds to users pursuant to our Terms of Service. If not already included as part of a Net Amount calculation, you agree that CyberU may deduct such refunds from subsequent amounts owed to you.

In the event that any credit or debit card company or processor fails to honor any payment by a user for one or more of your Courses, CyberU shall not be responsible for remitting to you any amounts attributable to such user.

Maintenance and Marketing

You will provide: (i) Course updates as they become available; and (ii) support to CyberU, its distributors, and users via email and/or telephone in the event that CyberU cannot resolve issues related to your Courses. You shall maintain the integrity of Courses, including without limitation, by ensuring Courses conform to CyberU standards, maintain compatibility with Service, remain current and up-to-date, and remain free of all malware, viruses, worms, and similar devices.

The marketing and availability of any of your or any other party's Courses via the Service is subject to CyberU's approval, which CyberU may grant or deny in its sole discretion. At any time for any reason, CyberU may revoke approval of any Courses and/or cease to permit and/or limit their distribution via the Service.

Neither party shall publicly disseminate any statement using the name of the other party as a customer or provider without the other party's consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, if you post any Courses, CyberU may use your name and logo, and mention your Courses, in sales and marketing materials relating to the Software.

CyberU may access and test your Course(s) for quality assurance and/or beta testing. You will not be entitled to compensation if one or more of your Courses are used in this manner.

2. CYBERU ENTERPRISE

CyberU Enterprise is CyberU's business-to-business offering, which allows CyberU and its distributors to sell bundles of Courses to corporate customers for a set subscription fee.

Unless you opt out, CyberU may, but is under no obligation to, offer one or more of your Courses as part of CyberU Enterprise. In order to opt out of CyberU Enterprise, please email feedback@cyberu.com, and include "Opt Out of CyberU Enterprise" in the Subject line. If you opt out of CyberU Enterprise, your Courses will not be offered to any new CyberU Enterprise subscribers; provided, however, that CyberU has the right to continue to offer your Courses to CyberU Enterprise subscribers who subscribed prior to your opt-out date, for so long as they remain subscribers.

CyberU Enterprise subscription pricing is at CyberU's or its distributors' sole discretion. Payment for CyberU Enterprise Registrations for your Courses will be made to you on a quarterly calendar basis, within forty-five (45) days of the end of the quarter, based on this formula: two-thirds of total subscription fees received by CyberU from all CyberU Enterprise customers attributable to the given quarter, multiplied by the total number of CyberU Enterprise Registrations for your Courses that quarter, divided by the total number of all CyberU Enterprise Registrations that quarter.

CyberU and its distributors may offer your Course(s) to prospective CyberU Enterprise customers during a free trial, for up to ninety (90) days.

3. CYBERU.ORG

CyberU's mission is to "Educate the World." As an Author, you can help educate the world by agreeing to make your Courses available on CyberU.org at no cost to underserved populations all over the world to help improve their lives and communities. CyberU may, in its sole discretion, offer any or all of your Courses on CyberU.org for this purpose. If you wish to decline making your Courses available on CyberU.org at no charge for this purpose, please email feedback@cyberu.com.

© 2017 CyberU, Inc. All rights reserved.