GOORU’S TERMS OF USE

Welcome to Gooru! Thank you for choosing to learn with us.?

1. WHAT IS GOORU?

Gooru, Inc. (“Gooru” or “We” or “Us”) is a 501(c)(3) non-profit organization, which operates the website located at www.www.cues-q.com (our “Website”). and has developed an application (“App”) that provides a hybrid learning environment known as the Navigator”, that comprises technology and applications to enable Navigated Learning. The Website, Tools (defined below) and App shall together be referred to as the platform (“Platform”). We are delighted to have you on our Platform. Navigator provides a GPS-like experience for learners (“Navigator for Learners”). Navigator for instructors enables instructors to track learner’s progress and provide personalized interventions (“Navigator for Instructors”). Navigator ensures provision of real-time data to users, so they can scale the success (“Navigator Mission Control”). Navigator for Admins lets the administrator set up tenancy, roster users and control other account settings for various roles and functionalities (“Navigator for Admins”). Navigator for Guardians provides real time data about the learners’ performance to parents, guardians or other mentors (“Navigator for Guardians”).Navigator Platform includes APIs and widgets that allows the curated catalog and Navigated Learning functionality to? be integrated into any 3rd party application.(“Navigator Platform”) Navigator Research Portal enables researchers to enhance Navigator with their science and verify it for improved outcomes with lab-schools (“Navigator Research Portal”) Navigator facilitates content coordinators to develop competency frameworks and migrate their curriculum into Navigator courses (“Navigator Library”).??

(“Navigated Learning”) is an approach to learning that assures learning outcomes for all learners. Navigated Learning addresses three central elements to assuring outcomes: locate each learner’s current knowledge and skills, curate learning activities and close-loop between science and practice, to enable emergent solutions for every collaborator in their environments. Navigated Learning makes it possible to personalize learning pathways, mediate learning journey with research-backed suggestions of routes based on profile and reroutes based on performance, facilitate instructional practices where instructors can monitor learners’ progress and differentiate instruction, and integrate communities of practice among learners and educators so they support each other by sharing their practices, content, and answering each other’s questions.??

 

2. GENERAL DISCLAIMER?

PLEASE CONTINUE READING TO LEARN ABOUT OUR SERVICES AND THE TERMS THAT APPLY TO THE ACCESS AND USE OF OUR PLATFORM AND SERVICES (“TERMS OF USE”). PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING ON THE “OK” BUTTON OR BY ACCESSING, BROWSING OR USING OUR PLATFORM AND BY CONTINUING TO USE THE SERVICES, OR DOWNLOADING OR POSTING ANY USER CONTENT FROM OR ON THE PLATFORM OR THROUGH THE SERVICES, YOU AGREE TO THESE TERMS OF USE, WHETHER OR NOT YOU ARE A REGISTERED USER WITH AN ACCOUNT. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT AVAIL THE SERVICES OR ACCESS THE PLATFORM. IF YOU ARE USING THE SERVICES OR ACCESSING THE PLATFORM ON BEHALF OF A THIRD PARTY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO USE AND AVAIL OUR SERVICES OR ACCESS THE PLATFORM AND? TO BIND SUCH THIRD-PARTY TO THESE TERMS OF USE AND, IN SUCH AN EVENT, YOUR USE OF THE SERVICES OR THE PLATFORM SHALL REFER TO USE BY SUCH THIRD PARTY. IF YOU ACCESS THE PLATFORM OR SERVICES IN THE CAPACITY OF A MEMBER OF THE FACULTY OR ADMINISTRATION OF A SCHOOL OR SCHOOL DISTRICT FOR INTERACTION WITH SCHOOL OR SCHOOL DISTRICT LEARNERS, YOU AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES WILL BE IN STRICT COMPLIANCE WITH YOUR SCHOOL’S AND/OR SCHOOL DISTRICT’S POLICIES AND REGULATIONS, AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM, SERVICES OR CONTENT AND SHOULD REFRAIN FROM USING THE PLATFORM, SERVICES OR CONTENT.

If you have any questions about the Platform, Gooru’s Services, or these Terms of Use, please contact us at info@www.cues-q.com.

3. DEFINITIONS

3.1“Account” means an account created, rostered or registered by a User on the Platform to use the Services or access the Gooru Content or upload any User Content on the Platform.?

3.2 “Gooru Content” means all the data and materials including but not limited to learning modules, data files, audio files, questions, resources, offline activities and rubrics, learning collections, assessments and courses, and associated metadata fields, belonging to us, which provide additional context on the use of such Gooru content which have been shared or uploaded on the Platform or have been provided to the User in furtherance of our Services, as the case may be.?

3.3“Personally Identifiable Information” means those terms as are defined under the Family Educational Rights and Privacy Act of 1974 (codified as 20 U.S.C. § 1232g) (“FERPA”), which includes your name, email address, username and password, and date of birth “Personally Identifiable Information” and includes any information about you that can be used to contact or uniquely identify you in the system.

3.4 “Services” means the services provided to the users and include, but are not limited to conducting and availing online classroom and training activities, creating and availing assessments, using Navigator tools, managing and distributing content, including Gooru Content and accessing all related services that are offered by us on the Platform.

3.5 “Third Party Platform(s)” means third party interfaces and social networking platforms, including but not limited to Facebook, LinkedIn, Twitter, Google and other similar third party interfaces or social media platforms.?

3.6 “Tools” means the Navigator for Learners, Navigator for Instructors, Navigator Mission Control, Navigator for Admins, Navigator for Guardians, Navigator Library, Navigator Research Portal and Navigator Platform for Developers or any other tools hosted on the Platform.?

3.7 “User(s)” or “you” or “your” or “instructor” or “learner” or “researcher” or “schools” or “organizations” or “individuals” or “administrator” or “parents” or “guardians” or “mentors” means any individual, instructor, learner, school, organization, administrator of school district or any permitted users that use the Platform to avail the Services and access the Gooru Content.

3.8 “User Data” means the data collected by Gooru regarding each User’s usage and activities performed using the Services, including the time spent studying the Gooru Content and User Content, User reactions for each resource, User’s performance on assessments, number of views and attempts in answering questions in a collection, log data sent to Gooru by your browser when you are browsing the Website such as your computer’s Internet Protocol address, browser type or the webpage you were visiting before accessing our Website, pages of our Platform and Services that you visit, time spent on those pages, information you search for on our Platform, access times and dates, other statistics, non-identifying information, system computed data such as cookies, other aggregated information that does not include Personally Identifiable Information, where such non-identifying information and log data may be shared with third parties for industry analysis and other purposes and to aggregate anonymized data, for purposes, including but not limited to conducting research, in our AI/ML algorithms, generating analytics, and improving our Services.

3.9 “User Content” means all data and materials provided by the User to the Platform for Navigated Learning, and used in connection with the Services, including, without limitation, learning modules, data files, audio files, video files, graphics, questions, resources, learning collections, assessments and courses, and associated metadata fields, which are descriptive and provide additional context on the use of such User content or other materials added by the User.


4. ELIGIBILITY: INTENDED USERS OF THE PLATFORM

4.1 These Terms of Use apply to the User accessing, browsing, or using our Platform or Gooru Content or availing our Services, or downloading or posting any content, including User Content from or on our Platform.

4.2 This Platform is intended for the Users who are of legal age as per the applicable national or state laws or older. You are allowed to use the Services and User Content only if you can consent to these Terms of Use, which will act as a binding contract between you and Gooru, and only in compliance thereof and all applicable local, state, national, and international laws, rules and regulations. If you are under the legal age, you should get the assistance of a parent or guardian to use this Platform.?

4.3 The Services are not available to any Users previously removed from using the Service by us. If you have been removed from the Services previously, you are not allowed to use them again without Gooru’s express written consent, which Gooru may withhold in its sole discretion.?

4.4 We shall not be under any obligation to verify your authority or eligibility. If you do not qualify to be an eligible User, you should not use the Platform or use our Services.


5. REGISTRATION AND MAINTENANCE OF ACCOUNT BY USER

5.1 Certain features of our Services are only available to you if you create an Account. The Account gives access to the Users to use the Services and functionalities that we may establish and maintain from time to time in our sole discretion. Anyone can become a User by creating an Account with Gooru. If you are under the age of 13, you cannot directly create an Account with Gooru. Notwithstanding the foregoing, if you are a learner of a school district which is a User of the Platform, an Account can be created for by your parents or by the school district with your parents’ consent.?

5.2 In order to create the Account, you are required to complete the registration on the ‘sign up’ page by selecting a password and entering your email address on the Platform. If you are an individual User, you can sign in with a single sign on by providing the details as required. After ‘sign up’, you may use the Services subsequently by ‘sign in’.???

5.3 If you are an administrator for a school district or any other organisational user, you will receive a single-use link on your registered email address You can register yourself by creating an Account only by clicking on the single-use link in the email. In this case, you will be required to verify yourself by clicking on the link and upon successful verification, the registration process will be completed.?

5.4 The User agrees to provide Gooru with accurate, complete, and updated registration information and authorize the use and disclosure of his/her information to us in order to allow us to provide the Services and as otherwise disclosed in our Privacy Policy located at [●]. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of the User’s Account.??

5.5 Gooru provides certain single sign-on capabilities for certain Third Party Platforms to the Users, who may register on the Platform through their accounts with such Third Party Platforms for availing the Services. As part of the Services, you authorize us to import your login-in credentials, details and personal information dispersed over the Third Party Platforms.?

5.6 The User shall be solely responsible for the Account and any data associated with such Account. The User shall be solely responsible for maintaining the confidentiality of the Account and for all other activities that occur under his/her Account and must keep his/her Account password secure. Users are prohibited from disclosing their password or transferring their Account to any third party. We encourage you to use strong passwords i.e. passwords that use a combination of upper- and lower-case letters, numbers and symbols with your Account.?

5.7 User must: (i) provide accurate, current and complete information, including Personally Identifiable Information and age, where applicable, during the registration process, and to further update such information to keep it accurate, current and complete and; (ii) notify Gooru immediately in case of any breach of security or unauthorized use of your Account; (iii) report to Gooru immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by you, and (iii) not provide false identity information to gain access to or use the Services.?

5.8 You shall control your Account and how you interact with the Services by changing the settings in your settings page. By providing your email address to us you consent to our using the email address to send you Services-related notices, including any required legal notices and other messages, such as additions or changes to the Services and/or notices of product offers. You may opt out or change your preferences in your settings page. While we need your email address to send you important Services-related notices, opting out may prevent you from receiving email messages regarding updates, improvements, or offers. If you are accessing an Account on behalf of a User, then you represent and warrant that you: (i) are an authorized representative of such User, and (ii) agree to be bound by these Terms of Use on behalf of such User.??

5.9 You shall be solely responsible for your acts and omissions. Gooru shall not be liable for any losses caused by any unauthorized use of your Account, loss of data or functionality by the User. We also, at our sole discretion, reserve the right to refuse or cancel registration of any Account which we deem inappropriate.

 

6. PERMISSION TO USE THE PLATFORM AND SERVICES

6.1 Gooru Content, Services and Platform License

a) Content creation on the Platform includes the ability to create assessments using the Gooru assessment authoring tool, the ability to upload documents to the Platform, and the ability to create and save learning collections and multimedia playlists of web resources. Content found on Gooru’s Platform, other than web resources, is content dedicated to the public domain pursuant to the terms and conditions of the Creative Commons CC0 1.0 Universal license found at http://creativecommons.org/publicdomain/zero/1.0/legalcode.

b) Web resources within Gooru collection’s have a wide range of terms of use and may be subject to license terms of the respective authors. The arrangement of Gooru content and associated metadata from Gooru collections and courses made via Gooru’s authoring tools are part of the public domain pursuant to the CC0 1.0 license.

c) Users and our collaborators also add collections, assessments, and other User Content and we allow our collaborators to share learning maps created by User with other users pursuant to the terms and conditions of the Creative Commons Attribution-Non Commercial 4.0 International Public License (CC-BY-NC 4.0)

d) Subject to these Terms of Use, we grant you (i) a fixed-term, non-exclusive, limited, non-transferable, freely revocable and non-sublicensable license to use and access our Platform and the Services, for your personal use and if you are a school or organization, for your organizational use only, and (ii) the ability to post, upload, publish, submit, transmit or create User Content, provided that: (i) you will not copy, distribute, or disclose any part of the Services in any medium; (ii) you will not alter or modify any part of the Services other than as may be reasonably necessary to use the Services for its intended purpose; (iii) you agree not to sell, license, rent, reproduce, transmit, publicly display, publicly perform, publish, adapt, reverse engineer, edit or create derivative works from any Services; (iv) use the Services to create, promote or market any competing business; (v) interfere with or disrupt the integrity and performance of the Platform and (vii) otherwise comply with these Terms of Use. Nothing herein contained shall be construed as granting to the User any intellectual property right, which includes copyrights, regarding the Platform and/or Services, including the Gooru Content, except as expressly provided for hereunder.?

 

6.2 License to Feedback?

You may choose to, or we may invite you to submit ideas, comments, feedback, reviews or ratings about the Services, including without limitation to third party services on the Platform, how to improve the Services and the features of the Platform (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation to maintain the secrecy of such Feedback and upload it on the Platform, without any additional compensation to you, and/or disclose the same on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Gooru does not waive any rights to use similar or related ideas previously known to Gooru or developed by its employees or obtained from sources other than you and the intellectual property rights therein shall rest with Gooru. You agree that we may freely use or reference such Feedback, including but not limited to purposes of commercial exploitation, improvement of the Platform or Services, creation of new services or marketing the Services and we do not owe you any payment or have any other obligation of any kind for? such Feedback.?

 

6.3 User Content License

a) You understand and acknowledge that your use of the Services is solely based upon the User Content and the Personally Identifiable Information that you may share in order to avail the Services, including but not limited to, all data and materials provided by you through the Platform for use or in connection with the Services. You agree that you shall be solely responsible for collecting, uploading and updating all the User Content and Personally Identifiable Information uploaded on the Platform, and for ensuring that the User Content or Personally Identifiable Information is true and accurate to the best of your knowledge. In addition to this, you shall ensure that the User Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, patent, moral rights or other intellectual property right of any third party or rights of publicity or privacy; or (ii) violate or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability rights; (iii) or violates any rights of a third party in relation to the Services; or (iv) misrepresents or defrauds or is intended to or could reasonably be deemed to misrepresent, mislead, defraud or deceive the other users; or (v) contains anything that is obscene, pornographic, vulgar, defamatory, harassing, offensive, malicious, harmful, abusive, invasive of privacy, defamatory, threatening, embarrassing, hateful or otherwise discriminatory, racist, bigoted, classist, violent, false or misleading, or incites an illegal act or promotes illegal or harmful activities or substances.?

b) At no point in time, shall we take any responsibility for the User Content and Personally Identifiable Information that you upload through the Platform and you shall indemnify and hold us harmless for any claims whatsoever arising out of or related to User Content and Personally Identifiable Information.? If we become aware that the Personally Identifiable Information or the User Content provided by you is incorrect or false or misleading, we reserve the right to immediately cancel your registration and acceptance for your registration in the future will be at our discretion.?

c) In such an event, your Account will stand terminated and its use thereof shall be permanently suspended. In case you have paid any Fees, such Fees shall not be reimbursed to you. Notwithstanding the foregoing, to the extent applicable by law, we or another defrauded User shall have a right to proceed in legal action against you, in the event of breach under this section of the Terms of Use.

d) By you making available any of your User Content on or through the Platform or Services, you shall grant to Gooru, a worldwide, non-exclusive, countrywide, royalty-free, irrevocable and sub-licensable license to host, copy, transmit, analyse, process, display, store, configure and publish the Personally Identifiable Information, User Data and User Content and to further commercially utilise the User Content, solely as necessary to provide the Services to you.?

e) You have the option of keeping your User Content private. Alternatively, at your discretion, you may make your User Content available for viewing and use by other Users (“Public User Content”). You hereby acknowledge that you are dedicating such Public User Content to the public domain and granting to any persons or entities, including Gooru, who want to access and use your Public User Content, the right to access and use your Public User Content pursuant to the terms and conditions of the Creative Commons CC0 1.0 Universal license.

You further acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform or Services, (ii) or you have all rights, licenses, consents and releases that are necessary to grant to Gooru the rights in such User Content, including all intellectual property rights, as contemplated under these Terms of Use; and (iii) neither the User Content, nor your posting, uploading, publication, submission or transmittal of the User Content or Gooru’s use of the User Content (or any portion thereof) on, through or by means of the Platform or Services will infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

f) User consents that Gooru can use the User Content to improve the User’s learning outcomes.?

g) If you are a learner, you consent that your instructor and district school can see and access your User Content.?

h) If you represent a school district or are an administrator, you shall obtain the consent to view the User Content.?

i) If you are a User who would like to collaborate with us in building an AI model to be trained with your User Content, Gooru will work with you.?

j) You agree that Gooru may, in its sole discretion, use the User Content and anonymized User Data to support the learning and research for other users.?

k) Gooru may further use anonymized User Data to train its Navigator , Navigator APIs and enhance its Services.??

 

7. OUR PROPRIETARY RIGHTS

a) Except the rights expressly granted herein, Gooru reserves all rights in the Platform, Services, Gooru Content, its software, and related graphics, images, layouts, logos, trademarks or text thereof including title, ownership rights and intellectual property rights such as copyrights, its trademarks, patents and service marks, all of which are protected by copyright, trademark, and other intellectual property laws of the United States and foreign countries. These Terms of Use do not grant you any rights, title and interest in and to Platform, its contents, Services and branding thereof including Gooru’s intellectual property rights except as expressly and unequivocally licensed herein.?

b) You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Gooru Content or Services. Any rights not expressly and unequivocally granted to the User are reserved and use of the Platform for any purpose, not expressly permitted by these Terms of Use is strictly prohibited.??

c) Gooru reserves the right, at any time and without prior notice, to remove or disable access to any User Content that Gooru, at its sole discretion, considers to be in violation of these Terms of Use for any reason or no reason, including but not limited to, User Content or otherwise harmful to the Services.

d) We may terminate further this license at any time for any or no reason.

 

8. USER REPRESENTATIONS AND WARRANTIES?

8.1 User represents and warrants that User shall not:?

a) Use, display, mirror or frame the Platform or Services, or any individual element within the Platform or Services, except for Gooru Content, Gooru’s name, any Gooru trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Gooru’s express written consent, provided, Gooru may withhold such consent in its sole and absolute discretion; or

b) Access, tamper with, or use non-public areas of the Platform, Gooru’s computer systems, or the technical delivery systems of Gooru’s providers; or

c) Attempt to probe, scan, or test the vulnerability of any Gooru system or network or breach any security or authentication measures; or

d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Gooru or any of Gooru’s providers or any other third-party (including another User) to protect the Platform, Services, or Gooru Content; or

e) Attempt to access or search the Platform, Services, or Gooru Content or download any collective content from the Platform or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Gooru or other generally available third-party web browsers; or

f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to any User; or

g) Use any meta tags or other hidden text or metadata utilizing a Gooru trademark, logo URL or product name without Gooru’s express written consent, which consent Gooru may withhold in its sole and absolute discretion; or?

h) Use the Platform, Services or Gooru Content for the benefit of any third-party, in a manner not permitted by these Terms of Use; or?

I) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive or false source-identifying information; or?

j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform, Services, or Gooru Content; or

k) Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services; or

l) Collect or store any Personally Identifiable Information from the Platform or Services from other Users of the Platform or Services without their express permission; or

m) Impersonate or misrepresent your affiliation with any person or entity; or

n) Violate any applicable law or regulation in connection with the use or access to the Platform or Services; or

0) Encourage or enable any other individual to do any of the foregoing.

8.2 Notwithstanding any other remedies that Gooru have under these Terms of Use, Gooru has the right to investigate and prosecute violations of any of the above and pursue all other remedies available to it, to the fullest extent of the law. Gooru may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Gooru has no obligation to monitor your access to or use of the Services or Gooru Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Platform and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.?


9. DISCLAIMER OF GOORU’S WARRANTY

9.1 We make no guarantees, representations, endorsements or warranties, whether expressed or implied, with respect to, expertise, or information, Gooru Content or other content through our Services. In no event, shall we be liable to you or anyone else for any decision made or action taken by you by relying on our Services.

9.2 The Services are provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose, non-infringement or timeliness of the Gooru Content. Without limiting the foregoing, Gooru, its officers, directors, agents, subsidiaries, affiliates, licensors and other related organisations, including Gooru India Foundation for Learning Innovation, do not warrant that: (i) the Gooru Content or User Content is accurate, reliable or correct; and (ii) that the Services will meet your requirements; and (iii) that the Service(s) will be available at any specific time or location, uninterrupted or secure; and that (iv) any defects or errors will be corrected; and (v) that the Services are free of viruses or other harmful components.?

9.3 Any Gooru Content or User Content downloaded or otherwise obtained using the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or tablet or loss of data that results from such download or from your use of the Services. Gooru disclaims all liability for any claims arising out of the interfacing between the users, including any claims of fraud, misrepresentation and/or infringement of any intellectual property rights arising out the User Content or from the use of Services on the Platform.?

9.4 Gooru does not warrant, endorse, guarantee, or assume responsibility for any service advertised or offered by a third party through the Company Platform or any Hyperlinks (defined below). We do not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party through the Services or any Hyperlinks and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services (including without limitation developers). Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you.

9.5 Gooru does not warrant or guarantee that there would be satisfactory response or any response at all to the Gooru Content or User Content uploaded on the Platform.?

9.6 Gooru shall not be liable for any (i) wrong information, improper suggestions, reports, being given on the Platform, including by way of any Gooru Content or User Content; or (ii) any type of inconvenience, personal injury, or harm to the User due to use of the Platform or Services; or (iii)? any instances, claims or complaints of fraud against other Users, from using the services or on the basis of the information or User Content available on the Platform; or (iv) any claim arising out of the use or misuse of these Services.

9.7 In addition, Gooru does not warrant that use of the Platform will be free from technological difficulties including, but not limited to, unavailability of information, downtime, Service disruptions, viruses or worms, and you understand that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of any data input and output.


10. HYPERLINKS

10.1 The Platform may, from time to time contain hyperlinks to other websites or mobile applications (“Hyperlinks”).? Such Hyperlinks are provided for convenience only and we take no responsibility for the content and maintenance of or privacy compliance of any linked website.? Any Hyperlink on our Platform to another platform or application does not imply our endorsement, support, or sponsorship of the operator of that website, nor of the information and/or services which it provides. The Hyperlink is subject to the terms and conditions of the third-party which offers Hyperlink, and you understand that these Terms of Use, and our Privacy Policy, found at [?] not apply to your use of those sites or services—those sites and services have their own applicable terms and policies.

10.2 Please review those terms and conditions to learn about the conditions in accordance with which you can access and use such Hyperlink. Gooru is not a party to any transaction between you and such website and any liability arising out of such transaction is hereby expressly disclaimed by Gooru.?

 

11. PAYMENT OBLIGATIONS?

11.1 The Services on the Platform are generally provided free-of-charge. However, if you are a school, an organisation, or an administrator for a school district, you shall be required to pay Gooru, a minimum annual subscription fees at the time of registering yourself on the Platform (“Fees”) and an annual variable fee based on the number of active Users (“User Fees”).??

If you are an individual/ researcher/ learner/ instructor, the Platform offers certain additional features and services, which may require you to pay a minimum fee to access such additional features (“Premium Fees”).?

11.2 Gooru reserves the right to alter/modify the Fees, User Fees or Premium Fees (collectively “Amounts”) payable for the Services without any prior notice. There will be no refund of any Amounts paid by you for availing the Services offered through the Platform.?

11.3 Gooru does not demand any other Amounts except as expressly set out hereinabove. Any payments made by you to any other User in exchange for any content, data or materials, do not accrue to Gooru and Gooru will not entertain any requests for information/ clarification, disputes or claims arising out of any such payments and any liability of Gooru for the foregoing is hereinafter expressly disclaimed.?

11.4 You are fully responsible for your interactions with other users, and we have no liability for your interactions with any other users, or for any user’s actions or inactions with respect to you.

 

12 PRIVACY POLICY AND DATA SECURITY

12.1 The use and control of any data generated through or provided by a User to Gooru, including the Personally Identifiable Information and User Data is handled pursuant to Gooru’s Privacy Policy, found at http://www.cues-q.com/about/privacy-policy/

12.2 Notwithstanding, the rights and duties set forth in Gooru’s Privacy Policy found at http://www.cues-q.com/about/privacy-policy/, you understand and agree that any data, account history and Account Content residing on Gooru’s servers may be deleted at any time for any reason at Gooru’s sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on Gooru’s servers.

12.3 We take very seriously the privacy of our Users, including schools, instructors, parents, and learners. By using the Services you consent to the collection, use and disclosure of your information (including but not limited to Personally Identifiable Information) in the manner and as set forth in our Privacy Policy at http://www.cues-q.com/about/privacy-policy/, and to have your information (including but not limited to Personally Identifiable Information) collected, used, transferred to and processed pursuant to our Privacy Policy. You understand that by using the Services you consent to the collection, use and disclosure of your Personally Identifiable Information and User Content and aggregate data as set forth in our Privacy Policy at http://www.cues-q.com/about/privacy-policy/, and to have such Content collected, used, transferred and processed, for the provision of the Services.


13 INDEMNITY

You agree to defend, indemnify and hold harmless Gooru and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you, including the User Content; (ii) your violation of any term of this Agreement, including but not limited to your breach of any of the representations and warranties above; (iii) your violation of any third-party rights, including but not limited to any right of privacy or intellectual property right; (iv) your violation of any applicable law, rule or regulation, including but not limited to COPPA or FERPA; (v) any content or information that is submitted via your Account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

 

14 LIMITATION OF LIABILITY

14.1 To the maximum extent permitted by applicable law, in no event shall Gooru, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, these Services. Under no circumstances will Gooru be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the services or your account or the information contained therein.

14.2 To the maximum extent permitted by applicable law, Gooru assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of Gooru Content or User Content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all Personal Identifiable Information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any Gooru Content or User Content posted, emailed, transmitted, or otherwise made available through the Services; and/or (vii) any claims of infringement arising from your use of our Services, Gooru Content or User Content; or (viii) the defamatory, offensive, or illegal conduct of any third party. In no event shall Gooru, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the Amount you paid to Gooru hereunder in the six months immediately preceding the event from which such liability arose or $100.00, whichever is greater.

14.3 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Gooru has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms of Use will not apply to the extent prohibited by applicable law.


15 ORDER OF PRECEDENCE

Certain features of the Platform (and your access to or use of certain Services or Gooru Content or User Content) may have different terms and conditions posted or may require you to agree to and accept additional terms and conditions. If there is a conflict between these Terms of Use and the terms and conditions posted for a such specific access or use, or as to specific Services or Gooru Content or User Content, the specific terms and conditions for the access or use, or as to specific Services or Gooru Content or User Content shall take precedence with respect to such specific access or use by you, or your use of such Services or Gooru Content or User Content, as applicable.

 

16 INDEPENDENT CONTRACTORS?

You acknowledge that the provision of Services is on a principal to principal basis and each party hereto is an independent contractor. These Terms of Use do not create a relationship of joint venture, partnership, principal/agent, employer/ employee between Gooru and the User.

 

17 DISPUTE RESOLUTION?

Any dispute or claim relating in any way to your use of the Platform or any Services, will be resolved by binding arbitration, to be conducted by an arbitrator appointed by Gooru. Any dispute arising between you and us shall be settled by and through an arbitration proceeding to be administered by the American Arbitration Association in the state of California, in accordance with the American Arbitration Association’s Commercial Arbitration Rules.

 

18 JURISDICTION

Our Services are controlled and operated from US-based facilities, and we make no representations that they are appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you understand that you are entirely responsible for compliance with all applicable United States and any applicable local, national or state laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

 

19 GOVERNING LAW

You agree that: (i) the Services will be deemed solely based in California; and (ii) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms of Use will be governed by the laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the personal jurisdiction of the federal and state courts located in San Mateo County, California for any actions related to this Agreement.

 

20. TERMINATION AND ACCOUNT CANCELLATION

20.1 Gooru reserves the right (but is not obligated) to do any or all of the following:

a) Remove any? communications, content or data, including any User Content that fail to conform with these Terms of Use; or

b) Edit or delete any User Content posted on the Platform, if such User Content violates any standards set out in these Terms of Use.

20.2 If you breach any of these Terms of Use, Gooru will have the right to suspend or disable your Account, at its sole discretion and without prior notice to you.? Gooru reserves the right to revoke your access to and use of the Platform, Services, and User Content or Gooru Content at any time, with or without cause. Gooru reserves the right to change, suspend or discontinue all or any aspects of the Platform, at any time without prior notice and terminate your access to the entire Platform or specific features of the Platform, for providing User Content in a manner inconsistent with these Terms of Use. In the event Gooru terminates your access to the Account, Services or Platform for any breach of these Terms of Use by, you will remain liable for all Amounts and other payments due hereunder. You may cancel your Account at any time by sending an email to support@www.cues-q.com. Such cancellation of Account shall not entitle you to any reimbursement of the Amount under these Terms of Use.?


21. NOTICES??

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be given by Gooru (i) via email (in each case to the address that you provide); or (ii) by posting to the Platform.? For notices made by e-mail, the date of dispatch by Gooru will be deemed the date on which such notice is transmitted.

 

22. NO ASSIGNMENT BY USER

These Terms of Use and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us in accordance with the terms of our Privacy Policy at http://www.cues-q.com/about/privacy-policy/.?

 

23. ENTIRE AGREEMENT/ SEVERABILITY?

These Terms of Use, together with any amendments and any additional agreements you may enter into with Gooru in connection with the Services including other agreements and policies referenced herein, constitute the entire agreement between you and Gooru concerning the Services. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. No waiver of any term of these Terms of Use will be deemed a further or continuing waiver of such term or any other term, and Gooru’s failure to assert any right or provision under these Terms of Use will not constitute a waiver of such right or provision.?

 

24. NO WAIVER

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Gooru’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 

25. GOVERNMENT AGENCY

If access to the Services is licensed to the United States government or any agency thereof, then the Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Use and is prohibited except to the extent expressly permitted herein.

 

26. FUTURE CHANGES OR MODIFICATIONS

We continually update our Platform and Services. While we plan to continue to offer and improve our Services, we may, without prior notice, change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services generally (“Service Changes”). While we will try to give you advance notice of Service Changes that will adversely affect you, this might not be practical or possible and we retain the right to make Service Changes without notice and liability for any reason. Gooru reserves the right, at its sole discretion to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use we will post the modification on the Platform or provide you with notice of the modification by email. We will also update the “Last Updated Date” at the top of these Terms of Use. By continuing to access or use the Platform or Services after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Services and Platform.

 

27. CONTACTING GOORU

If you have any questions about these Terms of Use, please contact Gooru at:

legal@www.cues-q.com

350 Twin Dolphin Drive, Suite 115

Redwood City, CA 94065

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