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Terms of Service

 

Welcome to Declara! Declara simplifies everyday learning™, and when you use the Declara™ platform, you’re driving your future™. You’re expanding your knowledge, organizing your resources, and proving your expertise. Declara helps. Declara gets the right information, at the right time, to the right person:

User Agreement (last revised on August 10, 2015)

When you become a Declara user, you agree to comply with this Declara User Agreement, which includes our

Privacy Policy (we refer to the User Agreement and the Privacy Policy as, together, the “Terms of Service” or as this

“Agreement”). The Terms of Service is a legally binding contract. Please read it, and follow its requirements.

IMPORTANT NOTE: This Agreement contains an Arbitration Provision that affects your rights under this Agreement

and with respect to disputes you may have with Declara.

Declara simplifies everyday learning™. Our platform uses machine learning, search, algorithms,

and recommendations to develop specific learning paths for each user, making learning a constant

discovery. Everyone who uses the Declara platform or any of our other Services agrees to comply

with this Agreement.

This Agreement is a legally binding contract between You and Declara, Inc., 977 Commercial Road,

Palo Alto, California 94303, USA (“we,” “us,” “our,” “Declara” and the “Company”). You must agree

to the terms of this Agreement before using, accessing, viewing, downloading, and/or registering to

use (any of the foregoing, to “Use”) any of our services, such as our platform (our “Platform”),

applications and mobile applications (our “Apps”), website (our “Site”), or any alpha or beta product

(respectively, an “Alpha” and a “Beta,” and collectively with our Platform, Apps, and Site, our

“Services”). By Using any of the Services, you become a Declara user (a “User”). If you do not want

to become a User, do not click “I AGREE”, “JOIN”, “SIGN UP”, or any similar button (a “Button”);

and do not use, access, view, download, and/or register to use any Service. By doing any of the

foregoing, you acknowledge and agree that you (i) have read and understood the terms and

conditions of this Agreement, (ii) are bound by all of its provisions, (iii) consent to use electronic

signatures and acknowledge your click of any Button or your Use of any Service is your electronic

This Agreement includes this User Agreement and our Privacy Policy, which is incorporated into

this Agreement as if fully set forth herein, as they may be amended from time-to-time by Declara.

Sometimes this Agreement (including our Privacy Policy) is referred to as our “Terms of Service.”

If you are using a Service on behalf of a company or other entity that has purchased licenses to use

an enterprise version of that Service, you are nevertheless individually bound by this Agreement

even if your company or entity has a separate agreement with us. You may also be bound by a

separate terms of service or terms of use entered into by Declara and your company or other entity.

These separate agreements have no effect on this Agreement, and do not and shall not be read to

modify, amend, or affect the interpretation of this Agreement.

2.1 Your License To Use the Services

Subject to the terms and conditions of this Agreement, and your compliance with all of its

provisions, Declara hereby grants you a limited, personal, revocable, nonexclusive, non-assignable,

non-sublicensable, and non-transferable license to access the Services, through a generally

available web browser, mobile device, or other Declara-authorized application (but not through

scraping, spidering, crawling, or other technology or software used to access data without the

express written consent of Declara), to view information, and use the Services in accordance with

its applicable documentation. Except for the foregoing license, you have no other rights in any of the

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We reserve all rights. We reserve all rights not expressly granted in this Agreement, including without limitation, title,

Services and you may not modify, edit, copy, reproduce, create derivative works of, reverse

engineer, alter, enhance, or in any way exploit any of the Services in any manner. If you breach this

Agreement, the above license terminates automatically and you must immediately stop using all of

To access Services via your mobile device, the device must be compatible with the Declara App(s).

Declara does not warrant that any App or Service will be compatible with your mobile device. The

above license to access the Services using a mobile device includes, subject to the terms and

conditions of this Agreement, and your compliance therewith, a limited, personal, revocable,

nonexclusive, non-assignable, non-sublicensable, and non-transferable license to use an object

code copy of the App on a mobile device owned or leased solely by you, for your personal use,

provided that you do not: (i) modify, disassemble, decompile, or reverse engineer the App, except to

the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense,

distribute, or otherwise transfer the App to any third party or use the App to provide time sharing or

similar services for any third party; (iii) make any copies of the App; (iv) remove, circumvent,

disable, damage, or otherwise interfere with security-related features of the App, features that

prevent or restrict use or copying of any content accessible through the App, or features that

enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices

on the App. You acknowledge that Declara may from time to time issue upgraded versions of the

App, and may automatically electronically upgrade the version of the App that you are using on your

mobile device. You consent to such automatic upgrading on your mobile device, and agree that this

Agreement will apply to all such upgrades. The foregoing license grant is not a sale of the App or

any copy thereof, and Declara and its third-party licensors or suppliers retain all right, title, and

interest in and to the App (and any copy of the App). Standard carrier data charges may apply to

your use of the App.

2.2 Your License To Use our Materials

Declara provides content through the Services that is the copyrighted and/or trademarked work of

Declara, Declara’s third-party licensors and suppliers, or other users of the Services (collectively,

the “Materials”). Materials may include data, documents, audio, video, images, graphics, logos,

software, applications, and other content.

Subject to the terms and conditions of this Agreement, and your compliance with all of its

provisions, Declara hereby grants you a limited, personal, revocable, nonexclusive, non-assignable,

non-sublicensable, and non-transferable license to use and to display the Materials on or through

any of the Services solely for your personal, or non-commercial learning and/or educational, use.

Except for the foregoing license, you have no other rights in any of the Materials or and you may not

modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any

way exploit any of the Materials in any manner. If you breach this Agreement, the above license

terminates automatically and you must immediately destroy any downloaded or printed Materials.

ownership, intellectual property rights, and all other rights and interest in Declara and all related

items, including any and all copies made of any of the Services.

The following additional terms and conditions apply with respect to any App that Declara provides to

you designed for use on an Apple iOS-powered mobile device (an “iOS App”).

 You acknowledge that this Agreement between you and Declara only, and not with Apple, Inc.

 Your use of Declara’s iOS App must comply with Apple’s then-current App Store Terms of

 Declara, and not Apple, is solely responsible for our iOS App and the Services and Materials

available through the use of the iOS App. You acknowledge that Apple has no obligation to

provide maintenance and support services with respect to our iOS App. To the maximum

extent permitted by applicable law, Apple will have no warranty obligation whatsoever with

respect to our iOS App.

 You agree that Declara, and not Apple, is responsible for addressing any claims by you or any

third-party relating to our iOS App or your possession and/or use of our iOS App, including, but

not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any

applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or

similar legislation, and all such claims are governed solely by this Agreement and any law

applicable to us as provider of the iOS App.

 You agree that Declara, and not Apple, shall be responsible, to the extent required by this

Agreement, for the investigation, defense, settlement and discharge of any third-party

intellectual property infringement claim related to our iOS App or your possession and use of

 You represent and warrant that (i) you are not located in a country that is subject to a U.S.

Government embargo, or that has been designated by the U.S. Government as a “terrorist

supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or

restricted parties.

 You agree to comply with all applicable third-party terms of agreement when using our iOS

App (e.g., you must not be in violation of your wireless data service terms of agreement when

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using the iOS App).

 The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this

Agreement as its terms relate to your license of Declara’s iOS App. Upon your acceptance of

this Agreement, Apple will have the right (and will be deemed to have accepted the right) to

enforce this Agreement against you as its terms relate to your license of the iOS App as a

third-party beneficiary thereof.

In order to access certain password-restricted areas of our Services, you must register with Declara

for an account and receive a password. Between you and third parties, your account belongs to

you. You agree to: (1) keep your login credentials secure and confidential; (2) not permit others to

use your account; (3) not use others’ accounts; (4) not sell, trade, or transfer your Declara account;

and (5) not charge anyone for access to any portion of the Services, or any information therein.

Further, you are solely responsible for maintaining the confidentiality of your login credentials and

for anything that happens through your account whether or not such actions were taken or

authorized by you, and acknowledge that Declara may suspend your access to or terminate your

use of the Services if someone else uses your account to engage in any activity that violates this

Agreement. To close your account, please visit Declara’s Help Center.

By providing your profile information to us to create your account, you represent and warrant that

you are entitled to provide it and that the information is accurate, not confidential, and not in

violation of any contractual restrictions or third-party rights. It is your responsibility to keep your

Declara profile information accurate and updated. Any personal information you provide to us,

which may include your name, birth date and email address, will be held and used in accordance

with Declara’s Privacy Policy.

If you register for an alpha or beta account or other pre-release version of any Services (“Alpha or

Beta Release”), you acknowledge and agree that the Alpha or Beta Release may contain, in

Declara’ sole discretion, more or fewer features or different licensing terms than a subsequent

release. You acknowledge and agree that any Alpha or Beta Release account will automatically

convert to a full account upon the launch date of the Service to the public (“Public Launch Date”). If

you do not desire to continue using the Service after the Public Launch Date, you may contact

Declara to delete your account in accordance with Declara’s Privacy Policy. Declara reserves the

right not to release later commercial release versions of any Alpha or Beta Release. Without limiting

any disclaimer of warranty or other limitation stated in this Agreement, you agree that any Alpha or

Beta Release is not considered by Declara to be suitable for commercial or general use, and that it

may contain errors affecting its proper operation. YOU ACKNOWLEDGE AND AGREE THAT USE

OF AN ALPHA OR BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE

POTENTIAL TO DISRUPT YOUR USE OF THE SERVICES. DECLARA SPECIFICALLY

DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY ALPHA OR BETA

2.4 Compliance with this Agreement and all Applicable Laws; Acceptable Conduct

You agree that you will comply with this Agreement and with all applicable laws. You undertake that

you shall not defraud, or attempt to defraud, Declara or other users, and that you shall not act in

bad faith in your use of the Services. If Declara determines that you do act in bad faith in violation of

this Agreement, or if Declara determines that your actions fall outside of reasonable community

standards, Declara may, at its sole discretion, terminate your account and/or prohibit you from using

the Services. By way of example, you specifically agree that you shall not:

a. Create an Account or access or use any part of the Service if you are under the Minimum Age

(as defined below);

b. Use the Services if you are located in a country embargoed by the United States or if you are

on the U.S. Treasury Department's list of Specially Designated Nationals;

c. Use the Services in a manner not permitted by these Terms;

d. Access, tamper with, or use non-public areas of the Services, Declara computer systems, or

the computer systems of our providers and partners;

e. Attempt to probe, scan, or test the vulnerability of any Declara system or network or breach

any security or authentication measures;

f. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any

technological measure implemented by Declara or any of our providers or any other third party

(including another user) to protect the Service sor any part thereof;

g. Deep-link to the Site (i.e. creating or posting a link to a Declara web page other than Declara’s

home page) or any other Service for any purpose other than to promote that Service, your

profile, and/or any Insights, Courses or Collections, Questions, Answers, Networks or

Communities, or other features of the Services as set forth in Declara’s Trademark Guidelines,

which are incorporated by reference into this Agreement as if fully set forth herein.

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h. Attempt to use the Services on or through any platform or service that is not authorized by

Declara. This prohibition includes accessing or attempting to access any of the Services using

any third-party service, including software-as-a-service platforms that aggregate access to

multiple services;

i. Post, upload, publish, submit, provide access to or transmit any Submission that: (i) infringes,

misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral

rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or

encourages any conduct that would violate, any applicable law or regulation or would give rise

to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene,

pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred,

harassment, or harm against any individual or group; (vi) is violent or threatening or promotes

violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful

activities or substances;

j. Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses,

worms, time bombs, cancelbots, corrupted files or data, or any other similar software or

programs that may damage the operation of the Services or the mobile devices of other users

of the Services;

k. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail,

spam, chain letters or other form of solicitation;

l. Create false personas, multiple identities, multiple accounts, set up an account on behalf of

someone other than yourself;

m. Invite people you do not know to join any networks;

n. Upload a profile image that is not your likeness or a head-shot photo;

o. Obtain or attempt to obtain passwords or other private information from other users of the

Services, including but not limited to, personally identifiable information or financial information;

p. Collect, use, copy, or transfer any information, including but not limited to personally

identifiable information, obtained from any of the Services, except as expressly permitted in

this Agreement or as the owner of such information may expressly permit;

q. Share information, including but not limited to personally identifiable information, about any

non-Users without their express consent;

r. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of

s. 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

t. Utilize or copy information, content, or any data you view on or obtain from Declara to provide

any service that is competitive, in Declara’s sole discretion, with Declara;

u. Imply or state, directly or indirectly, that you are affiliated with or endorsed by Declara unless

you have entered into a written agreement with Declara (this includes, but is not limited to,

representing yourself as an accredited Declara trainer if you have not been certified by Declara

v. Adapt, modify, or create derivative works based on any other Users’ content, in whole or part,

unless you have permission to do so;

w. Rent, lease, loan, trade, sell, and/or re-sell access to any of the Services or any information

provided on or through any of the Services, or the equivalent, in whole or part, except as

specifically authorized by this Agreement or a Premium Feature Agreement;

x. Sell, sponsor, or otherwise monetize any of the Declara Networks, Insights, or any other

functionality of any of the Services, without the express written permission of Declara or as

specifically authorized by this Agreement or a Premium Feature Agreement;

y. Remove, cover, or otherwise obscure any form of advertisement included in or on any of the

z. Encourage or enable any other individual or group to do any of the foregoing.

The above list provides examples and is not complete or exclusive. Declara reserves the right to

terminate access to your account or your ability to use the Services, and to refuse, delete, or

remove any Submissions, in each case with or without cause and with or without notice, for any

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reason or no reason, or for any action that Declara determines is inappropriate or disruptive to any

other User and/or Services. Declara may report to law enforcement authorities any actions that may

be illegal, and any reports it receives of such conduct. When legally required or at Declara’s

discretion, Declara will cooperate with law enforcement agencies in any investigation of alleged

illegal activity on its Services or on the Internet.

You are responsible for the information, data, opinions, messages, chats, comments, insights,

questions, answers, collections, lists, links, photos, images, graphics, logos, video, audio, sounds,

software, applications, and other content or material of any kind (collectively, “Content”) that you

submit, upload, post, publish, collect, share, provide access to, transmit, or otherwise make

available on or through any of the Services (each, a “Submission” and to make a Submission, to

You have full responsibility for each Submission you make, including without limitation its legality,

reliability, and appropriateness.

You must not Submit any Content unless you have the legal right to do so (for example, you own

the Content, you have permission from the owner of the Content to Submit it, or applicable law

allows you to Submit it). Your Submissions may not include any Content in violation of any

copyright, trademark, privacy or publicity rights, moral rights, or any other proprietary or contractual

right of any person or entity, and it is your responsibility to determine whether any such right

protects any Content. You shall be solely liable for any damage resulting from any infringement of

and/or breach of any and all copyrights, trademarks, proprietary rights, violation of contract, privacy

or publicity rights, moral rights, or any other harm resulting from any Submission that you make.

Each of the Services offers various Privacy Options through which you can limit the ability of other

users to see your Submissions. You agree that you are responsible for choosing your own Privacy

Options with respect to any Submission that you wish to share with or keep private from other

users. Please note that If you are using a Service on behalf of a company or other entity that has

purchased licenses to use an enterprise version of that Service (an “Entity”), your Entity’s

administrator may have the ability to override or pre-set some or all of your Privacy Options in order

to protect the Entity’s proprietary information; for more information please contact your Entity’s

You agree to pay for all royalties, fees, damages and any other monies, including without limitation

any legal fees, owing any person by reason of any Submissions made by you to or through any of

the Services, and you agree to pay for all legal, investigative, research, technical, and other

reasonable fees of Declara resulting from or related to any such Submissions.

You acknowledge and agree that Declara is not expected or required to monitor, police, or

remove anything that you Submit or that any other user submits.

2.6 Ownership of Your Information and Licenses

You continue to own your information when you share it using our Services or that you otherwise

provide Declara under this Agreement, including your profile information and Submissions. By

providing information to us or making any Submission, you represent and warrant that you are

entitled to provide it or Submit it and that the information or Submission is accurate, not confidential,

and not in violation of any contractual restrictions or third-party rights. Each of the Services offers

various Privacy Options through which you can limit the ability of other users to see your

Submissions (click the link for more information about Privacy Options). You agree that you are

responsible for choosing your own Privacy Options with respect to any Submission that you wish to

share with or keep private from other users. Please note that If you are using a Service on behalf of

a company or other Entity that has purchased licenses to use an enterprise version of that Service,

your Entity’s administrator may have the ability to override or pre-set some or all of your Privacy

Options in order to protect the Entity’s proprietary information; for more information please contact

your Entity’s administrator.

The decisions you make regarding your Privacy Options allow you to adjust how Declara and the

Services share your Submissions. You are solely responsible for ensuring that you have selected

the Privacy Options you desire. Subject to the limitations you choose in your Privacy Options, you

hereby grant to Declara a nonexclusive, worldwide, perpetual, irrevocable, unlimited, assignable,

transferable, fully paid up and royalty-free right and license (including the right to sublicense through

multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare

derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof,

in any form, medium or distribution method now known or hereafter existing, known or developed,

and authorize others to use the Submissions in connection with or related to the Services. We may

modify or adapt your Submissions in order to transmit, display or distribute them over computer

networks and in various media and/or make changes to the Submissions as necessary to conform

and adapt them to any requirements or limitations of any networks, devices, services, or media.

Your information may be lost. Any information you Submit to us is at your own risk of loss. Declara

agrees to use any personally identifiable information contained in any of your Submissions in

accordance with Declara’s Privacy Policy.

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2.7 Service Eligibility

To be eligible to use our Services, you must meet the following criteria, and you represent and

warrant that you: (1) are the “Minimum Age” (defined below) or older; (2) are not currently restricted

from the Services, or not otherwise prohibited from having a Declara account, (3) are not a

competitor of Declara or are not using the Services for reasons that are in competition with Declara;

(4) will only maintain one Declara account at any given time; (5) will use your real name and only

provide accurate information to Declara; (6) have full power and authority to enter into this

Agreement and doing so will not violate any other agreement to which you are a party; (7) will not

violate any rights of Declara or any third party, including intellectual property rights such as

copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, mobile

access, and internet access necessary to use the Services. If you do not meet all of the above

criteria, do not use any of the Services.

“Minimum Age” means (a) 18 years old for the People’s Republic of China, (b) 16 years old for the

Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia, and South

Korea, and (d) 13 years old for all other countries. However, if applicable law requires that you must

be older in order for Declara to lawfully provide any of the Services to you (including the collection,

storage, and use of your information in accordance with our Privacy Policy) then the Minimum Age

would be that older age. If you are not yet 18 years old, you must have the permission of an adult to

use the Services and agree to this Agreement, and that adult must be a parent or legal guardian

who is willing be responsible for your use of the Services. Our Services are not intended for use by

children under the age of 13.

2.8 Indemnification

You agree to indemnify Declara and each of the entities controlling, controlled by, or under common

control with Declara, and hold each harmless for all damages, losses, and costs (including, but not

limited to, reasonable attorneys’ fees and costs) related to all third-party claims, charges,

investigations, etc. caused by (1) your failure to comply with this Agreement, including, without

limitation, your Submission of Content that violates third-party rights or applicable laws, (2) any

Content you Submit to the Services, and (3) any activity in which you engage using or through any

2.9 Notify Us if You Plan to Act Contrary to the Agreement

If you think you are entitled or obligated to breach, violate, or otherwise act contrary to this

Agreement for any reason (for example, a law or court order), at least thirty (30) days before you do

so you agree to provide us with a detailed explanation, in writing (and, if applicable, attaching

supporting documentation), to allow us to assess whether we may provide an alternative (although

you agree that we are under no obligation to do so).

2.10 Notifications via Email, Etc.

You consent to receiving electronic communications from Declara and its subsidiaries via any one

or more of the following (as selected in our sole discretion), even if we have other contact

information for you: email, messaging, phone or cell number, text message, notification via your

Declara account (by messaging within the Service, posting a banner, sending a notification, etc.),

postal or courier services; or other means, even if we have other contact information for you. These

electronic and non-electronic communications (i) may include notices about this Agreement, the

Services, and other information, and (ii) are part of your relationship with Declara. You agree that

any notices, agreements, disclosures, or other communications that we send you electronically will

satisfy any legal communication requirements, including that such communications are in writing.

You acknowledge and agree that Declara shall have no liability associated with or arising from your

failure to maintain accurate contact or other information, including without limitation your failure to

receive critical information about the Services or changes to this Agreement.

2.11 User-to-User Communication and Sharing

Each of the Services offers various Privacy Options through which you can limit the ability of other

users to see your Submissions (click the link for more information about Privacy Options). You

agree that you are responsible for adjusting your own Privacy Options with respect to any

Submission that you wish to share with or keep private from other users. Declara offers various

places (such as My Feed, Collections or Courses, Networks or Communities, Groups, Broadcast,

and others), where you can publicly or privately post updates, make comments, ask questions, and

share information (such as links to interesting reading). Depending on the Privacy Options you

choose, your Submissions may be seen and used by others, and Declara cannot guarantee that

others will not use the ideas, data, and other information that you share. The Services are designed

for sharing information. Therefore, if you have an idea, data, or other information that you do not

want to share (for example, information that you would like to keep confidential or don’t want others

to use), or information that is subject to third-party rights that may be infringed by your sharing it, do

not Submit it. DECLARA IS NOT RESPONSIBLE FOR ANYONE’S MISUSE OR

MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU SUBMIT.

You hereby confirm that you have carefully read our full Privacy Policy and that you knowingly

consent to its provisions before using any of our Services. The Privacy Policy is hereby

incorporated into this Agreement by reference, and governs all information in your Submissions and

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that you otherwise provide to us, including without limitation any personally identifiable information.

2.13 Export Control

Your use of any of our Services, including our software, is subject to export and re-export control

laws and regulations, including the Export Administration Regulations maintained by the United

States Department of Commerce and sanctions programs maintained by the United States

Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly —

sell, export, re-export, transfer, divert, or otherwise dispose of any software or Service to any end-

user without obtaining the required authorizations from the appropriate government authorities. You

also warrant that you are not prohibited from receiving U.S. origin products, including our Services

2.14 Contributions to Declara

By Submitting on any of the Services, or sending to Declara via any suggestion features or

otherwise, any ideas, suggestions, innovations, feedback, proposals, and/or contributions of, in

each case, any kind ("Contributions") you acknowledge and agree that: (a) your Contributions do

not contain confidential or proprietary information; (b) Declara is not under any obligation of

confidentiality, express or implied, with respect to the Contributions; (c) Declara shall be entitled to

use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in

any media worldwide; (d) Declara may have something similar to the Contributions already under

consideration or in development; (e) you hereby grant an irrevocable, non-exclusive, royalty-free

license to Declara to exploit your Contributions; (f) you are not entitled to any compensation or

reimbursement of any kind from Declara under any circumstances; and (g) you hereby grant an

irrevocable, non-exclusive, royalty-free license to other Users for non-commercial learning and/or

educational use of any authored Content.

One of our goals is to continually update, improve, and expand our Services, and these changes

sometimes require that we suspend access to the Services, which we may do at any time in our

sole discretion. We may also change, limit, replace, refuse access to, suspend, or discontinue any

of the Services, in whole or in part, for you or for any or all of our Users, at any time in our sole

discretion. As a result, the Services to which you have access rights may be different or unavailable

on any given day, and we have no obligations except as expressly stated in this Agreement.

Further, we do not promise to keep showing or storing your information or materials, and we

reserve the right to withhold, remove, or discard any content, with or without notice, if deemed by us

in our sole discretion to be contrary to this Agreement. We have no obligation to store, maintain, or

provide you a copy of any content or information that you or other Users provide when using any of

2.16 Third-Party Offerings

Our Services may include links to third party websites (“Third-Party Sites”) or applications (“Third-

Party Apps” and, together with Third-Party Sites, “Third-Party Offerings”). You are responsible for

evaluating whether you want to access or use a Third-Party Offering. You should review any

applicable terms or privacy policy of a Third-Party Offering before using it or sharing any information

with it, because the third party may seek to use your information in ways we would not.

Declara is not responsible for and does not endorse any features, content, advertising, products, or

other materials on or available from any Third-Party Offering, and we do not screen, audit, or

endorse any of them. Accordingly, if you decide to use any Third-Party Offering, you do so at your

own risk and agree that your use of it is on an “as-is” basis without any warranty, and that this

Agreement does not apply to your use of any Third-Party Offering.

If you allow a Third-Party Offering to authenticate you or connect with your Declara account, that

Third-Party Offering can access information on Declara related to you and your connections. For

additional information regarding Third-Party Offerings, please see Declara’s Privacy Policy.

2.17 Disclosure of User Information

You agree that we can use, store, and share information about you as permitted in our Privacy

You acknowledge, consent, and agree that we may access, preserve, and disclose your registration

and any other information you provide in accordance with the terms of the Privacy Policy if

required to do so by law or in a good faith belief that such access preservation or disclosure is

reasonably necessary in our opinion to: (1) comply with legal process including but not limited to

civil and criminal subpoenas, court orders, or other compulsory disclosures; (2) enforce this

Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third

party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5)

protect the rights, property, or personal safety of Declara, any of our Users, or the public.

Disclosures of User information to third parties other than those required to provide customer

support, administer this agreement, or comply with legal requirements are addressed in the Privacy

You are solely 2.18 Connections and Interactions with other Users

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Declara may limit your number of followers or interactions you may have with other Users and may,

in certain circumstances, prohibit you from contacting other Users through use of the Services, or

otherwise limit your use of the Services. Declara reserves the right, but has no obligation, to monitor

disputes between you and other Users and to restrict, suspend, or close your account or your use of

any or all of the Services if Declara decides to do so in its sole discretion. You agree to take

reasonable precautions in all communications and interactions with other users of the Services and

with other persons with whom you communicate or interact as a result of your use of the Services,

particularly if you decide to meet offline or in person.

2.19 Intellectual Property Notices

The Services and Materials include the copyrights and Intellectual property rights of Declara and,

except for the limited licenses granted to you in Sections 2.1 and 2.2, Declara reserves all of its

intellectual property rights in each of the Services and Materials.

Declara™, the Declara logo, the circle-d logo, Cognitive Graph®, CognitiveGraph®, We Simplify

Everyday Learning™, Drive Your Future™, and other Declara trademarks, service marks, graphics,

and logos used in connection with our Services are trademarks or registered trademarks of Declara

in the United States and/or other countries. Other trademarks and logos used in connection with our

Services may be the trademarks or registered trademarks of their respective owners. This

Agreement does not grant you any right or license with respect to any such trademarks.

Unless otherwise specified in this Agreement, all information and screens appearing in the

Services, including without limitation documents, services, site design, text, graphics, logos, images

and icons, as well as the arrangement thereof, are the sole property of Declara, Copyright © 2012,

2013, 2014, and 2015 Declara, Inc. All rights not expressly granted herein are reserved. Except as

otherwise required or limited by applicable law, any reproduction, distribution, modification,

retransmission, or publication of any copyrighted material is strictly prohibited without the express

written consent of the copyright owner or license.

The software for mobile Apps that you download or that we provide to you through our Site and/or

Services, and the related documentation, are "Commercial Items" as that term is defined at 48

C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer

Software Documentation" as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as

applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as

applicable, if you are a government entity, the Commercial Computer Software and Commercial

Computer Software Documentation are being licensed to U.S. Government end users (a) only as

Commercial Items and (b) with only those rights as are granted to all other end users pursuant to

the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United

2.20 DMCA Notice

If you are a copyright owner or an agent thereof and believe your work is the subject of copyright

infringement on the Service, you may submit a notification of claimed infringement under the Digital

Millennium Copyright Act ("DMCA”) by providing notice to Declara's Designated Agent the following

(a) 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;

(b) Identify with reasonably sufficient detail (i) the material that you claim is infringing (or to be the

subject of infringing activity) that is to be removed or access to which is to be disabled, and

information reasonably sufficient to permit us to locate the material (including at a minimum, as

applicable, the URL of the link shown on the Site or URI of the link shown on the App where

such material may be found), and (ii) the reference or link to the material or activity that you

claim is infringing (or to be the subject of infringing activity) that is to be removed or access to

which is to be disabled, and information reasonably sufficient to permit us to locate that

reference or link (including at a minimum, as applicable, the URL of the link shown on the Site

or URI of the link shown on the App where such material may be found);

(c) Provide your mailing address, telephone number, and (if available) email address, or other

information reasonably sufficient to permit us to contact you;

(d) 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

or reference or link to such 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."

(e) Your full legal name; and;

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(f) Your physical or electronic signature.

Declara’s Designated Agent for claims of copyright infringement can be reached by email at

LegalNotices@declara.com or by mail at:

977 Commercial Street

Palo Alto, California 94303 USA

Attention: Chief Legal Officer

You acknowledge that if you fail to comply with substantially all of the above requirements of this

section your DMCA notice may not be valid and we may not be able to remove infringing content.

Please also note that under Section 512(f) of the Copyright Act, any person who knowingly

materially misrepresents that material or activity is infringing may be subject to liability.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED

TERMS IN CONTRACTS WITH CONSUMERS AND, AS A RESULT, THE CONTENTS OF THIS

SECTION MAY NOT APPLY TO YOU. WE PROVIDE THE DECLARA PLATFORM AND OTHER

SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT CONTROL OR VET

USER-GENERATED CONTENT FOR ACCURACY OR OTHERWISE. WE DO NOT PROVIDE

ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT

PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED

WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED

BY ANY OF THE SERVICES OR ANYTHING RELATED TO THEM, YOU MAY CLOSE YOUR

DECLARA ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION

4 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE

REMEDY. WE ARE NOT RESPONSIBLE, AND WE MAKE NO REPRESENTATIONS OR

WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS SUBMISSIONS OR POSTS

OF ANY OTHER USER-GENERATED CONTENT) SENT THROUGH ANY DECLARA SERVICE

TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF

ANY OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES. ANY

CONTENT, INFORMATION, MATERIAL, ENHANCEMENT, OR TECHNOLOGY DESCRIBED OR

USED IN OR WITH THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY

RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH CONTENT,

INFORMATION, MATERIAL, ENHANCEMENT, OR TECHNOLOGY TO US. WE DO NOT HAVE

ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ANY OF

THE SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ANY OF

THE SERVICES BY OTHER USERS; THEREFORE, WE DISCLAIM ALL LIABILITY FOR

IDENTITY THEFT OR ANYONE’S MISUSE OF YOUR IDENTITY, USER-GENERATED

CONTENT, OR OTHER INFORMATION. WE DO NOT GUARANTEE THAT THE SERVICES WE

PROVIDE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN

PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO

MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL

LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN

FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING,

IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO

INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE

PROVIDERS AND/OR MOBILE PROVIDERS, TO THE SATURATION OF THE INTERNET

NETWORK, MOBILE CONNECTIVITY OR CAPACITY, INCOMPATIBILITY WITH YOUR

TECHNOLOGY, AND ANY OTHER REASON.

3.2 Limitation of Liability

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION

OF LIABILITY IN CONSUMER CONTRACTS AND, AS A RESULT, THE CONTENTS OF THIS

SECTION MAY NOT APPLY TO YOU. Neither Declara nor any related company controlling,

controlled by, or under common control with Declara; nor any of their respective affiliated

companies, suppliers, employees, officers, advisors, directors, or shareholders (“Declara Affiliates”)

shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee

that you paid for a premium feature offered through the relevant Service (a “Premium Feature”), if

any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive, or

consequential damages or loss of use, profit, revenue, content, information, or data to you or any

third person arising from your use of any Services, any Third-Party Services, or any of the Content

on, accessed through, or downloaded from any of our Services. This limitation of liability is part of

the basis of the bargain between the parties and without it the terms and prices charged would be

different. This limitation of liability shall:

 Apply regardless of whether (i) you base your claim on contract, tort, statute, equity, or any other

legal theory, (ii) Declara or any of the Declara Affiliates knew or should have known about the

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possibility of such damages, or (iii) the limited remedies provided in this Section fail of their

essential purpose;

 Not apply to any damage that Declara or any of the Declara Affiliates may cause you

intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise

mandated by applicable law that cannot be disclaimed in this Agreement; and

 Not apply if you have entered into a separate agreement to purchase Premium Features (a

“Premium Feature Agreement”) with a separate Limitation of Liability provision that specifically

references this Section and expressly supersedes this Section in relation to those Premium

4.1 Mutual Rights of Termination

You may terminate this Agreement, for any or no reason, at any time, with notice to Declara

pursuant to Section 6.3. This notice will be effective upon Declara processing your notice. Declara

may terminate this Agreement and your account for any reason or no reason, at any time, with or

without notice. This cancellation shall be effective immediately or as may be specified in the notice.

For avoidance of doubt, only Declara or the party paying for the services may terminate your access

to any Premium Features. Termination of your Declara account includes disabling your access to

the Services and may also bar you from any future use of the Services.

4.2 Misuse of the Services

Declara may restrict, suspend, or terminate the account of any User who abuses or misuses any of

the Services. Misuse of the Services includes harassing or spamming other Users; abusing the

messaging, chat, and other features; inviting people you do not know to join any networks; creating

multiple or false profiles; using the Services commercially without Declara’s authorization; infringing

any intellectual property rights; violating any of the Do’s and Don’ts listed in Section 7; or any other

behavior that Declara, in its sole discretion, deems contrary to its purpose. In addition, and without

limiting the foregoing, Declara has adopted a policy of terminating accounts of Users who, in

Declara’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

4.3 Effect of Termination

Upon termination of your Declara account, you lose access to the Services. The terms of this

Agreement shall survive any termination, except Sections 2.1 and 2.2.

5.1 Law and Forum for Legal Disputes

This Agreement or any claim, cause of action, or dispute (“claim”) arising out of or related to this

Agreement shall be governed by the laws of the state of California regardless of your country of

origin or where you access any of the Declara Services, and notwithstanding (i) any conflicts of law

principles that would apply the laws of any other jurisdiction, and (ii) the United Nations Convention

for the International Sale of Goods. You and Declara agree that all claims arising out of or related to

this Agreement must be resolved exclusively by a state or federal court located in Santa Clara

County, California, except as otherwise agreed by the parties or as described in the paragraph

below titled “Arbitration.” You and Declara irrevocably agree to submit to the personal jurisdiction of

the courts located within Santa Clara County, California for the purpose of litigating all such claims,

and the parties hereby waive the right to challenge the pre-selected jurisdiction for forum non

conveniens or otherwise. Notwithstanding the above, you agree that Declara shall still be allowed to

apply for injunctive remedies (or any equivalent type of urgent legal relief) in any jurisdiction.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the

award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a

cost-effective manner through binding non-appearance-based arbitration. In the event a party elects

arbitration, that party shall initiate such arbitration through an established alternative dispute

resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties

must comply with the following rules: (a) the arbitration shall be conducted by telephone, online,

and/or be solely based on written submissions, the specific manner shall be chosen by the party

initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties

or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award

rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be

illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it

enforceable and effective to the maximum extent possible in order to effect the intention of the

provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable,

the validity, legality and enforceability of the remaining provisions of this Agreement will not be

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affected in any way.

Where Declara has provided you with the English language version of this Agreement, the Privacy

Policy, or any other documentation, you agree that any translation is provided for your convenience

only and that the English language versions of this Agreement (including the Privacy Policy) and

any other documentation, including additional terms of service for Premium Features, will govern

your relationship with Declara.

6.3 Notices and Service of Process

You may contact us via mail or courier at:

Declara, Inc.

ATTN: Chief Legal Officer

977 Commercial Street

Palo Alto, CA 94303 USA

provided that legal notices that you send via mail or courier must also be copied via email to

LegalNotices@declara.com; that is, notice to Declara by mail or courier alone, or by email alone,

shall not be effective notice and shall be void. Any notices you send without compliance with this

Section shall have no legal effect. Declara accepts service of process at the above address. You

agree that we may notify you in any manner set forth in Section 2.10.

6.4 Entire Agreement

You agree that this Agreement constitutes the entire, complete, and exclusive agreement between

you and Declara regarding the Services and supersedes all prior agreements and understandings,

whether written or oral, or whether established by custom, practice, policy, or precedent, with

respect to the subject matter of this Agreement. You also may be subject to additional terms and

conditions that may apply when you use or purchase certain other Declara Services, third-party

content, or third-party software.

6.5 Amendments to this Agreement

We reserve the right to modify, update, add, or remove provisions of this Agreement by notifying

you in any manner set forth in Section 2.10. By using any of the Services after we have changed

this Agreement, you are agreeing to all the changes. If you do not agree with all of the changes, you

must stop using the Services.

6.6 No informal waivers, agreements, or representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our

right to act with respect to that breach or subsequent similar or other breaches. Except as expressly

and specifically contemplated by this Agreement, no representations, statements, consents,

waivers, or other acts or omissions by any Declara Affiliate or any Declara referrer, sales promoter,

reseller, distributor, or other representative of any sort, shall be deemed legally binding on Declara,

unless documented in a physical writing signed by a duly appointed and authorized executive officer

6.7 No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to

enjoin or restrain the operation of any of the Services, exploitation of any advertising or other

materials issued in connection therewith, or exploitation of the Services or any content or other

material used or displayed through the Services.

6.9 Assignment and Delegation

You may not assign or delegate any rights or obligations under the Agreement. Any purported

assignment and delegation shall be ineffective and void. We may freely assign or delegate all rights

and obligations under the Agreement, fully or partially without notice to you. We may also substitute,

by way of unilateral novation, effective upon notice to you pursuant to Section 2.10, Declara for any

third party that assumes our rights and obligations under this Agreement.

6.10 Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are

located outside the United States.

6.11 California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer

rights notice: The Services are provided by Declara, Inc. If you have a question or complaint

regarding any of the Services, please contact us by writing to CUSTOMER SERVICE, Declara, Inc.,

977 Commercial Street, Palo Alto, CA 94303. California residents may reach the Complaint

Assistance Unit of the Division of Consumer Services of the California Department of Consumer

Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-

1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

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