1. General Information - Membership - Professional Instructor accounts

www.schoox.com ("Schoox" or the "Site") is a private web-based online Social Academy for life-long learning where members can share and manage their knowledge in different ways. We offer our members the possibility to set up their own personal profile, create an online academy for educational institutions, organizations and corporations, attend and publish online courses, create and publish their own content library, create and participate in groups, organize and participate in virtual classrooms and conferences, place and answer questions, send messages, perform searches and queries, and transmit information through various channels, etc. (collectively, the "Service").

www.schoox.com (the "Site") is owned and operated by Schoox Inc., email info@schoox.com ("Schoox Inc.") (Schoox Inc. is referred to as "Schoox", "we" or "us"). These terms of use ("Terms"), as they may be modified from time to time, govern your access and use of Schoox and all of its services, and constitute a binding legal agreement ("Agreement") between you as an authorized user of Schoox ("you" or "User"), and Schoox Inc. By using Schoox, you confirm your acceptance of, and agree to be bound by, these Terms.

Schoox offers its registered members the possibility to register as a Professional Instructor. A Professional Instructor account is the system through which Schoox members may offer User Content (as defined below, e.g. online courses) for sale or licensing for remuneration through the Service. Accordingly, whereas non-holders of a Professional Instructor account may offer content and/or services through the Service solely for free, holders of a Professional Instructor account may also use the Service and the Site to offer content and/or services for sale or licensing for remuneration. In addition, a Professional Instructor account provide tools and applications to invite, administer, teach, communicate, share and collaborate with students, as well as to promote a virtual class and to collect and administer payments. For further information about the Professional Instructor accounts, the additional features and functionalities that they offer and the particular terms and conditions that govern their creation and use, including the relevant monetary terms, please click here.

In any case, by opening an account (including a Professional Instructor account) and using its functionalities in order to offer content and/or services through the Service (for remuneration or otherwise), in addition to agreeing to be bound by all the other terms and conditions which apply to all users of the Site or the Service, you also (a) acknowledge and agree that your account is solely for educational content and activities; (b) undertake, where applicable, to evaluate students as objectively as possible (e) warrant that you have all necessary qualifications and expertise to provide the services that you offer adequately and proficiently, including that, if the law in your country or region of residence requires you to possess a license or permission in order to legally provide the services that you offer through the Site or the Service, you do actually possess such necessary license or permission; and (e) acknowledge and agree to, where applicable, pay to Schoox the applicable fees for the usage of your Professional Instructor account and its functionalities and associated services provided by Schoox.

Children Under 13

While children under the age of eighteen (18) may use the Site only with the consent of his or her parent or legal guardian, please advised that this Site is not directed or otherwise promoted for use by children under the age of thirteen (13). You represent that you are at least thirteen (13) years of age.

2. User Information.

The personal information that you provide us with when you register with or otherwise use Schoox, together with information regarding the manner in which you use Schoox, will not be processed or disclosed by us except as permitted by this Agreement and our Privacy Policy. We may send you newsletters and e-mail messages to inform you of new products, promotions, features and helpful tips for our services. For more information, please review the Schoox Privacy Policy, which is hereby incorporated into this Agreement.

In any case, please keep in mind that whenever you make your personal information available for viewing by third parties online - for example by putting it in your profile or contact information and allowing third parties to have access to it, by putting it on message boards, web logs, through email or in chat areas, etc - that information can be seen, collected and used by others besides us, e.g. to send you unsolicited communications.

3. schooX Registration

You agree to (a) maintain all equipment required for your access to and use of Schoox; (b)provide us with current, complete and accurate information as may be prompted by any registration form, and promptly update such information to always keep it current, complete and accurate; (c) maintain the security of your User identification, password and other confidential information relating to your Schoox account; (d) notify us immediately of any unauthorized use of your account or any other breach of security; and (e)abide by all applicable local, national and international laws and regulations in connection with your use of the Site and the Service, including those related to personal data protection, and (f) be responsible for all acts or omissions that occur under your Schoox account or password, including indicatively the content of your transmissions through the Service and any unauthorized use prior to your notifying Schoox of such use and taking steps to prevent its further occurrence by changing your password.

It is technically impossible for Schoox to determine with certainty whether any user registered with Schoox is in fact the person he or she represents to be. Therefore, Schoox assumes no liability for the actual identity of a user. Each user is solely responsible for verifying the actual identity of another user.

Either you or we may terminate your Schoox registration at any time, with or without cause. In any case, we reserve the right to cancel, suspend or refuse access to the Service to anyone in our sole discretion without prior verbal or written notice. After termination, you will no longer have access to your account and all information contained therein may be deleted, provided, however, that termination of your Schoox account shall not exclude you from accessing and receiving any User Content (as defined below, e.g. e-courses, tutor offerings) which you shall have purchased and paid forprior to such termination and not yet received in full, unless the termination of your account shall have occurred due to your breach of these Terms. Furthermore, termination of your Schoox account shall not exclude any other users of the Service from accessing and receiving any User Content (as defined below, e.g. e-courses, tutor offerings) offered by you through the Site or the Service which they shall have purchased by you and paid for prior to the termination of your account and not yet received in full.

Termination of this Agreement shall not terminate any agreement you may have entered into through the Site or the Service with another user of the Service.

4. Proprietary Rights to Site Content - Licenses Granted To You

You acknowledge that the Site, the Service and the content, including but not limited to text, data, designs, logos, trademarks, tradedress, software, sound, photographs, video, graphics, messages or other material, contained on, or in any way made available to you through, the Site or the Service is the property of Schoox Inc, their licensors, the Site's users or other third parties and is protected by applicable intellectual property and other laws, which you may not infringe upon or use in any manner except as permitted by its respective owners.

Unless otherwise indicated on the Site, all trademarks, trade names, logos, designs and graphics appearing on the Site or the Service, and all copyrightable content and material contained on, or in any way made available to you through, the Site or the Service is the property of Schoox Inc., and/or their licensors, which you may not modify, copy, reproduce, republish, upload, post, display, transmit, distribute, create derivative works from, license, transfer, sell, or make other use of in any way and by any means, in whole or in part, except that, provided that you are eligible for use of the Site, you may download and print a copy of any content to which you have legally obtained access, for your personal, non-commercial use only, provided that you keep all copyright and other proprietary notices intact. The foregoing sentence does not apply with respect to any User Content (as defined below) that you may have legally posted on the Site or Service.

The Site and the Service also contain copyright-protected content and material owned and provided by third parties, such as online courses ("Third Party Content"). Such Third Party Content is the property of the parties that provided it and/or their licensors and may only be accessed and used by you in accordance to the terms set by its respective owners and/or licensors, as such terms shall be made known to you through links to the relevant web pages of such Third Party Content owners and/or licensors, or, as regards content published by users of the Service ("User Content", as defined below), as such terms are stipulated in this Agreement.

Any use of the Site, the Service or any site content, other than as explicitly permitted hereunder, is unauthorized, may constitute a violation of intellectual property and other proprietary rights and will result to the termination of your account with Schoox.

5. User Content - Links to Third Party Sites - Licences Granted By You

We do not control, pre-screen, vet, endorse or stand behind, and, accordingly, you understand and acknowledge that we may not, under any circumstances, be held liable in any way for, the accuracy, truthfulness, completeness, reliability, currentness or lawfulness of any information, content or other material (including statements of opinion or advice) provided on or by means of Schoox or the Service, other than information provided by authorized Schoox personnel. Statements made on any part of the Site reflect only the views of their authors. You are solely responsible for the photos, profiles (including your name, image, and likeness), courses, communications, messages, notes, text, information, materials and any other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or in any way share with other users (collectively, any content posted by users of the Site shall be referred to as "User Content"). You may not post, transmit, or share User Content on or through the Site or Service unless you own or control the rights thereto or have received all necessary consents. All User Content is subject to review, modification and deletion (without notice)in our sole discretion, and we may delete any User Content we deem unacceptable for any reason without prior verbal or written notice. Furthermore, we reserve the right, in our sole discretion, to tag any User Content as questionable, offensive, inappropriate, unsuitable for any particular purpose, etc, or to display or insert any kind of warning towards the visitors of any part of the Site regarding any User Content on such part of the Site. Accordingly, you understand and agree that we may, but are not obligated to, review the Site and may delete, remove or tag (without notice) any Site content or User Content in our sole discretion, for any reason or no reason, including User Content that in our sole judgment violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.

Moreover, we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such third party sites. If you click on an included link, you will leave the Site and enter a website that is not under our control. You will be subject to the terms of use and privacy policy of such website (if any) and, accordingly, you should thoroughly read such terms of use and privacy policy to ensue such third party website is safe for your use. The inclusion of any link or embedded third party content does not imply endorsement by us of the site linked or embedded and we are not responsible for any content or transmission received from any linked or embedded third party site.

You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Schoox. In any case, we make no guarantee as to the availability of the Site or the Service and are not liable in any way for any loss of service. When you post User Content to the Site you authorize us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such User Content on the Site.

By posting (through a Professional Instructor account) User Content to any part of the Site for it to be sold or licensed for remuneration or other fees through the Service or the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us a non-exclusive, fully paid, worldwide, perpetual, irrevocable, transferable license (with the right to grant sublicenses through multiple tiers of sublicenses) to use, copy, publicly display, perform, broadcast, syndicate, reproduce, edit, modify, create derivative works from, reformat, excerpt (in whole or in part) and distribute such User Content for all purposes for which it was posted to the Site and to all extent needed for us to promote such User Content and support its sale and licensing through the Site and the Service.

By posting User Content to any part of the Site for any reason other than for it to be sold or licensed for a remuneration or other fee through the Service or the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly display or perform, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

With the exception of any communications you may have posted using the public communication features of the Site (e.g. any public comments or content reviews you may have posted) and which may, in our discretion, remain in perpetuity on the Site, you may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, provided however that you acknowledge that any User Content which you may have posted for sale or licensing for remuneration or other fee through the Service or the Site shall remain accessible and available to any other users of the Service or the Site who shall have already purchased and paid for such User Content of yours but not yet received it in full, and provided also that you acknowledge that we may retain archived copies of your User Content.

Schoox does not claim any ownership or any intellectual property rights over any User Content which is the result of your creative efforts and which, as between us and you, subject to the rights granted to us in these Terms, will remain in your full ownership.

schooX respects the intellectual property and other rights of others, and we expect our users to do the same. If you have a good faith belief that any material on schooX infringes any intellectual property or other proprietary or personal rights of yours, you may provide us with written notice identifying the claimed infringing material and documenting the claimed infringement. Upon receipt of the documented notice, we will forward it to the user who posted the claimed infringing material for his actions. However, schooX may not be held responsible for any user's action or inaction as a result of any such notification. In all cases, we ask those who assert claims of infringement and ask schooX to stop others from posting materials on our Site to stand behind their claims. By submitting a notification of alleged infringement to schooX and asking us to take down any material, you agree to indemnify, defend and hold us harmless against all claims and damages incurred by us arising from the removal of the claimed infringing material, even if your submission of a notification of alleged infringement was made in good faith.

6. schooX Usage - Conduct Rules

Schoox and the Service may not be used for any purpose not expressly permitted by this Agreement. In all cases, the use of Schoox for illegal purposes is expressly and strictly forbidden and any User Content found to be or believed to be, in our sole discretion, violating the law may be removed without notice. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Site or the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights.

Especially, you may not, under any circumstances, use the Site or the Service to do any of the following: (a) upload, publish, post, distribute, disseminate, transmit or otherwise make available any material or information that we deem to be unlawful, harmful, defamatory, infringing, obscene, deceptive, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; (b) threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others (c) upload, publish, post, distribute, disseminate, transmit or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, surveys, contests, pyramid schemes, junk mail, spam, chain letters, or any other form of duplicative or unsolicited messages (commercial or otherwise); (d) harvest or otherwise collect information, including email addresses or other contact information, about others from the Service or the Site without their consent, especially for the purpose of sending unsolicited emails or other unsolicited communications (e) upload, publish, post, distribute, disseminate transmit or otherwise make available any material or information protected by intellectual property laws, rights of privacy or publicity, or any other applicable law or any contractual or fiduciary relationship, unless you own or control the rights thereto or have received all necessary consents (f) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service, or create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message; (g) register for more than one User account, register for a User account on behalf of an individual other than yourself, register for a User account on behalf of any group or entity that you are not authorised to legally bind to these Terms and Agreement, or operate an account with schooX without a valid e-mail address; (h) upload, publish, post, distribute, disseminate, transmit or otherwise make available any material that contains software viruses or any other computer code, files or curriculums designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or interfere with or disrupt the Site or the Service or any servers or networks connected to the Site or the Service, or attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means, or use Schoox or the Service in any manner that adversely affects the availability of its resources to other Users; (i) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity, including by falsely purporting to be a Schoox, Schoox Inc. employee or agent; (j) cause repeated disruptive incidents, or act, or fail to act, in your use of schooX, in a manner that is contrary to applicable law or regulation; or (k) upload, publish, post, distribute, disseminate, transmit or otherwise make available any material or information that would constitute, encourage or provide instructions for any illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, national or international law.

7. Operation

We reserve complete and sole discretion with respect to the operation of Schoox and the Service. Especially, we reserve the right to change any and all Site content, software and other items used or contained in the Site or the Service at any time without notice.

8. User Representations

You represent and warrant that:

- You are of legal age or acting with the consent of your parents or guardians, and that you possess the legal right and ability to enter into this Agreement and to use Schoox and the Service in accordance with these Terms.

- You agree to be financially solely responsible for your use of Schoox and any of its services (as well as for the use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in these Terms.

- At the time of entering into this Agreement you are not relying on any representation made by us which has not been stated expressly in these Terms, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced.

- You will conduct such tests and virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from any schooX server does not contain any virus and will not, in any way, corrupt the data or systems of any person.

- You will keep secure any passwords used to download from or upload data to any schooX server.

- You hold and will continue to hold the copyright in any content that you upload to any schooX server or you are licensed and will continue to be licensed to use and upload any such content.

- You will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other any web site or product, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use as contemplated in the Service in accordance with these Terms. This means, among other activities, that you agree not to deploy "robots" or "spiders" or to engage in the practices of "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information. You also agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Except with our written permission, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Service. If you attempt to access prohibited areas of the Service, you may be subject to prosecution.

- You accept full responsibility for all information, content and other material you issue over any Schoox service, and will indemnify us and hold us harmless against any liability in relation thereto, as well as for all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from your breach of these Terms, your use or misuse of the Service and the use or misuse of the Service by any person using your account. In particular you undertake that you shall not publish or issue any information that is illegal, offensive, defamatory or deceptive. You also acknowledge that we do not vet or approve any information or material available through the Service and that we do not accept any liability.

9. No Warranties. Limitation of Liability. Release

SCHOOX SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE MAKE NO, AND DISCLAIM ANY AND ALL, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION, OPERATION OR SECURITY THEREOF. WE DO NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE OR THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR THE SERVICE, OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE APPROPRIATE SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SITE AND THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO ANY DEVICE OR SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING CONTENT OR GOODS OR SERVICES PROVIDED BY ANY SCHOOX USER, MERCHANT OR OTHER CONTENT PROVIDER. WE DO NOT WARRANT THAT ACCESS TO OR USE OF SCHOOX WILL BE INTRUDERS AFE, UNINTERRUPTED OR ERROR-FREE, OR THAT SCHOOX SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, RELIABILITY, COMPLETENESS, CURRENTNESS, TRUTHFULNESS OR ACCURACY.

YOUR USE OF SCHOOX SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF SCHOOX SERVICES. YOU AGREE THAT SCHOOX INC., AND PROVIDERS OF TELECOMMUNICATIONS AND NETWORK SERVICES FOR US (INCLUDING, WITHOUT LIMITATION, IAPS) WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE SCHOOX SERVICES, OR THE ACTIONS OR INACTIONS OF ANY OTHER USER, EXTERNAL INTRUDER, MERCHANT, CONTENT PROVIDER OR IAP OR THE GOODS OR SERVICES THEY PROVIDE, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF SCHOOX HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU EXPRESSLY AGREE THAT, SHOULD THE FOREGOING LIMITATIONS OF LIABILITY BE FOUND OR HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT WILL THE TOTAL LIABILITY OF SCHOOX, INC. TO YOU FROM ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SITE OR THE SERVICE, WHETHER IN CONTACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGANCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU ACTUALLY PAID FOR THE PORTION OF SERVICE THAT CAUSED YOU DAMAGE OR LOSS.

YOU HEREBY RELEASE SCHOOX INC., AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, LICENSORS, SUPPLIERS, CO-BRANDERS OR OTHER PARTNERS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE, ON ANY THEORY OF LIABILITY AND ANY LEGAL GROUNDS, INCLUDING FOR ANY PAYMENTS MADE BY YOU RELATING TO GOODS AND SERVICES PURCHASED FROM SITE USERS, MERCHANTS, CONTENT PROVIDERS OR IAPS, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SITE PROFILE OR ACCOUNT DATA, ANY TRANSMISSIONS OF DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY LOSS OF USE, DATA OR PROFITS, ANY FAILURE TO STORE OR LOSS OF DATA, FILES OR OTHER CONTENT, AND ANY SERVICES THAT ARE DELAYED OR INTERRUPTED.

10. Fees and Charges

We reserve the right to impose any fees and charges for any schooX services at any time, provided, however, that we will inform you of any such fees or charges by posting all relevant information on the Site.

Furthermore, other users of the Service (i.e. Professional Instructor account holders) may also charge fees and charges for User Content offered by them for sale or licensing through the Service or the Site (e.g. online courses, tutor offerings). Information about any such fees and charges charged for User Content will also be made available on the Site. All such fees must be paid before you will be granted access to such User Content.

Currently, we charge a commission on every completed transaction using the Site that you agree to for purchasing courses. We may choose to temporarily change the fees for our Services, and such changes are effective when you consent to the changes.

Please note: Within 30 days (a time period which we may abolish or modify at our discretion, provided that any such change shall only be effective for purchases made after our publication here of the said change) of receiving any content which you may have purchased through the Service, you may cancel your purchase and ask for a refund of any monies that you may have paid for the said content. After such period any payment which you may have made for the said content shall be non-refundable.

You are solely responsible for your interactions with other users of the Site or the Service. Schoox is simply a meeting point for teachers and students, and is not a party in any transaction that takes place between you and any other user of the Site or the Service, neither does it control, pre-screen, vet, endorse or stand behind any User Content or Third Party Content offered through the Site or the Service, or any user of the Service, including any user offering any content for sale or licensing through the Site or the Service. Accordingly, we have no control over the quality, safety or legality of the items or services advertised, or the truthfulness, accuracy, completeness or currentness of any descriptions made. We are not responsible or liable for any action or omission of any user of the Service involved in any such transaction, for any failure to perform or to deliver any goods or services as promised, or for any other aspect of any such transaction between users of the Service.

We reserve the right to insert text and/or banner advertisements on any and all parts of the Site, without site users obtaining any right or claim there from.

11. Indemnification

You agree to indemnify us and our subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, suppliers, co-branders or other partners, employees, successors and assigns from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon use of your schooX account, including, but not limited to, any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other users and infringement of intellectual property or other rights. schooX will notify you promptly of any claim for which Schoox Inc., or any of our subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, suppliers, co-branders or other partners, employees, successors or assigns seeks indemnification and will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to Schoox's, Schoox Inc.'s interests, as reasonably determined by us.

12. Notices - Consent

Notices given by Schoox or Schoox Inc. to you will be given by your posted e-mail address, or by a general posting on Schoox. In any matter requiring Schoox's or Schoox Inc.'s prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of Schoox Inc. Notices given by you to Schoox or Schoox Inc. must be given by e-mail addressed as follows: info@schoox.com or by conventional mail. Notices to Schoox or Schoox Inc. by conventional mail must be sent to the address, as appropriate, above written.

13. Effective Date - Changes to Terms

This Agreement takes effect on the date on which you first use Schoox and continues until your schooX subscription is terminated either by you or by us. WE RESERVE THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME BY POSTING CHANGES ONLINE. YOU ARE RESPONSIBLE FOR REVIEWING REGULARLY INFORMATION POSTED ONLINE TO OBTAIN TIMELY NOTICE OF SUCH CHANGES. YOUR NON-TERMINATION OR CONTINUED USE OF SCHOOX AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.

14. General

These Terms and the Agreement are governed by the laws of the state of Texas and you consent to the exclusive jurisdiction and venue of the courts in Travis County, Texas, USA in all disputes arising out of or relating to your use of Schoox or your Schoox account.

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and Schoox or Schoox Inc. as a result of your use of your Schoox account. You agree not to hold yourself out as a representative, agent or employee of Schoox or Schoox Inc. and acknowledge that Schoox Inc. may not be held liable by reason of any representation, act or omission to act by you.

Schoox's performance under this Agreement is subject at all times to existing laws and legal process and nothing contained in this Agreement is in derogation of Schoox Inc.'s right to comply with law enforcement requests or requirements relating to a user's use of schooX.

Any failure or delay by schooX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Termination of this Agreement for whatever reason will not end those provisions that are capable of surviving the ending of this Agreement.

The titles and headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

This Agreement, including Schoox's Privacy Policy, any information provided by you during your registration process and any other documents that are incorporated into this Agreement by reference, constitutes the entire agreement between Schoox Inc., as appropriate, and you with respect to your use of Schoox and your Schoox account, and it supersedes any and all other communications and proposals, whether oral or written, between Schoox Inc. and you with respect thereto.