NEXUSEDGE EDUCATION, INC. TERMS OF SERVICE

These Terms of Service ("Terms") apply to your access to and use of the websites and other online products and services (collectively, our "Services") provided by NexusEdge Education, Inc. ("NexusEdge" or "we"). The Services allow high school and college students (collectively, "Students") to access educational and career materials, resources, and participate in an online mentoring program. Our Services may allow Students to (a) take educational exams and assessments and receive digital badges that Students can share via social media and with potential employers, (b) communicate with mentors through the video and message features of the Services, (c) take online classes through our third party partners and (d) post and apply for jobs through our job board. Additionally, our Services allow individuals to provide mentoring and other educational services to Students (collectively, “Mentors”) and allow employers to post available jobs on NexusEdge job board.

By clicking to agree to these Terms or by otherwise using the Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 14, do not access or use our Services.

In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product or service.

Please refer to our Privacy Policy (https://www.nexusedge.com/privacy_policy) for information about how we collect, use and disclose information about you.

If you have any questions about these Terms or our Services, please contact us at support@NexusEdge.com.

You represent and warrant that you: (a) are at least 13 years old; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party; (d) are not a national or resident of any country to which the United States has embargoed goods or services; (e) have not been identified as a “Specially Designated National” by the Office of Foreign Assets Control; and (f) have not been placed on the U.S. Commerce Department’s Denied Persons List.

IMPORTANT — You must be at least 13 years of age to access or use our Services. The Services are not intended for anyone under the age of 13 and if you are under the age of 13, you are not permitted to use the Services. Also, if you are between the ages of 13 and 18, you must have your parent or guardian read these Terms and agree to be bound by them. If you don’t get your parent or guardian to read and agree to this, you don’t have permission to use the Services. If you are a parent or legal guardian of a user between the ages of 13 and 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services.

Your rights to use the Services and the features and functions of the Services available to you will depend on whether you are accessing our Services as a Student, Mentor or Employer. For example, as an Employer, you may not be able to take classes through our third party partners and as a Student you may not be able to post jobs onto the job board. However, you may sign up through our Services for multiple categories of use rights (i.e., you can be a Student and a Mentor at the same time). Note that we may update the use rights associated with each user category from time to time at our sole discretion; provided that, we will notify you of these changes by updating these Terms. Alternatively, we may send you additional notice, such as by sending an email notification to the address associated with your account or by providing notice through our Services. Your use of the Services is for your personal and noncommercial use only.

You will need to request and receive from us (or, if you are a Student from your school) a registration code prior to beginning use of our Services. You will also need to register for an account or use your credentials (e.g., username and password) from a third-party social media platform to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission.

Our Services may allow you and other users to create, post, store and share content, including messages, text, resumes, portfolios, microblogs, photos, videos, software and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and NexusEdge.
You grant NexusEdge and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you, to the extent required to provide the Services. When you post or otherwise share User Content on or through our Services, we will not disclose your User Content to any third parties except (a) as necessary for NexusEdge to provide or improve the Services, (b) to comply with our contractual obligations, applicable law or if required by any governmental entity or (c) to enforce our rights under these Terms.
You may not to create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above.
Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Engage in any activity that exploits, harms, or threatens to harm minors;
Send spam, which is unwanted or unsolicited bulk e-mails, postings, contact requests or instant messages;
Use or attempt to use another user’s account without authorization from that user and NexusEdge;
Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
Use any data mining, robots or similar data gathering or extraction methods; or
Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also only post or otherwise share User Content that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose NexusEdge or others to any harm or liability of any type.
In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “NexusEdge Content”) are owned by or licensed to NexusEdge and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, NexusEdge and our licensors reserve all rights in and to our Services and the NexusEdge Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and NexusEdge Content for your own personal use; however, such license is subject to these Terms, and you will not: (a) sell, resell or commercially use our Services or NexusEdge Content; (b) copy, reproduce, distribute, publicly perform or publicly display NexusEdge Content, except as expressly permitted by us or our licensors; (c) modify the NexusEdge Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or NexusEdge Content;; and (d) use our Services or NexusEdge Content other than for their intended purposes. Any use of our Services or NexusEdge Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about NexusEdge or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of NexusEdge. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify NexusEdge’s Designated Agent as follows:

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to NexusEdge for certain costs and damages.

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless NexusEdge, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “NexusEdge Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You will cooperate with NexusEdge Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the NexusEdge Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NexusEdge or the other NexusEdge Parties.

Our Services link to third-party materials, including but not limited to, online educational courses and social media websites and platforms (collectively, “Third-Party Materials”). You acknowledge and agree that your use of the Third-Party Materials may be subject to (and you agree to be bound by) any third-party terms and conditions that govern such Third-Party Materials. You acknowledge that NexusEdge does not own, create or control the Third-Party Materials and that the Third-Party Materials delivered to you by the Services may include content that is objectionable to you. Without limiting the foregoing, we do not control, endorse or take responsibility for any User Content or third-party content (including any Third Party Materials) available on or linked to by our Services. NexusEdge disclaims any responsibility or liability in connection with your use or inability to use any Third-Party Materials.
We may make available certain job listings and other job-related content through the Services. These job listings are created and provided by third parties over whom NexusEdge exercises no control; you acknowledge and understand that we have no control over job listings. NexusEdge does not have any obligation to screen any job listing, and we may exclude or remove any job listing from the Services for any or no reason. We cannot confirm the accuracy, availability, or completeness of any job listing or other information submitted by any employer or other user, including the identity of such employer or other user. NexusEdge assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any job listing posted on the Services.
Our Services may allow you to take educational exams and assessments that are provided to us by third parties. Completion or successful passing of any of these exams or assessments does not confer any academic credit, nor does it serve as a presumption or guarantee of job offers or employment.

Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, and NexusEdge expressly disclaims all warranties, WHETHER statutory, express, implied or through course of dealing, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, NexusEdge does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While NexusEdge attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

NexusEdge and the other NexusEdge Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if NexusEdge or the other NexusEdge Parties have been advised of the possibility of such damages.
The total liability of NexusEdge and the other NexusEdge Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.
The limitations set forth in this section will not limit or exclude liability for personal injury, death or property damage caused by the Services or for the gross negligence, fraud or intentional, willful, malicious or reckless misconduct of NexusEdge or the other NexusEdge Parties.

To the fullest extent permitted by applicable law, you release NexusEdge and the other NexusEdge Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor,” as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with NexusEdge and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or NexusEdge seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or NexusEdge seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and NexusEdge waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Los Angeles, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and NexusEdge agree that any dispute arising out of or related to these Terms or our Services is personal to you and NexusEdge and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and NexusEdge agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between NexusEdge and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by these Terms. You and NexusEdge agree that for any arbitration you initiate, you will pay the filing fee and NexusEdge will pay the remaining JAMS fees and costs. For any arbitration initiated by NexusEdge, NexusEdge will pay all JAMS fees and costs. You and NexusEdge agree that the state or federal courts of the State of California and the United States sitting in Los Angeles, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND NEXUSEDGE WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 14 by sending a written letter to support@NexusEdge.com that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from final, binding arbitration procedures specified above. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 15.

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles, California.

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also send you additional notice, such as by sending an email notification to the address associated with your account or by providing notice through our Services. Unless we say otherwise in our notice of changes, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

You may contact us by email at support@nexusedge.com if you require technical support for the Services.

All or part of our Services may be subject to U.S. export control and economic sanctions laws (“Export Controls”). You agree to abide by all Export Controls as they relate to your access and use of our Services.

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

These Terms constitute the entire agreement between you and NexusEdge relating to your access to and use of our Services. The failure of NexusEdge to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.