Terms of Service

General

Reasonal websites ("Websites"), mobile applications ("Apps"), and related services (together with the Websites and Apps, the "Service") are operated by Reasonable Minds, LLC ("Reasonal," "us," or "we"). Access and use of the Service is subject to the following Terms and Conditions of Service ("Terms and Conditions"). By accessing or using any part of the Service, you represent that you have read, understood, and agree to be bound by these Terms and Conditions including any future modifications. Reasonal may amend, update, or change these Terms and Conditions. If we do this, we will post a notice that we have made changes to these Terms and Conditions on the Websites for at least 7 days after the changes are posted and will indicate at the bottom of the Terms and Conditions the date these terms were last revised. Any revisions to these Terms and Conditions will become effective the earlier of (i) the end of such 7-day period or (ii) the first time you access or use the Service after such changes. If you do not agree to abide by these Terms and Conditions, you are not authorized to use, access, or participate in the Service.

PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS.

Description of Website and Service

The Service allows users to access and use a variety of educational services. Reasonal may, in its sole discretion and at any time, update, change, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently.

Acceptable Use of the Services

You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit the kinds of conduct that may be harmful to other users or to us.

Additional Terms

Some of our Services may have additional terms and conditions ("Additional Terms"). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

Registration

In connection with registering for and using the Service, you agree (i) to provide accurate, current and complete information about you and/or your organization as requested by Reasonal; (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update any registration information you provide to Reasonal, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.

Your Representations and Warranties

You represent and warrant to Reasonal that your access and use of the Service will be in accordance with these Terms and Conditions and with all applicable laws, rules, and regulations of the United States and any other relevant jurisdiction, including those regarding online conduct or acceptable content, and those regarding the transmission of data or information exported from the United States and/or the jurisdiction in which you reside. You further represent and warrant that you have created or own any material you submit via the Service (including Activity Materials and Content) and that you have the right, as applicable, to grant us a license to use that material as set forth above or the right to assign that material to us as set forth below.

You represent and warrant that you are not: (1) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target of comprehensive U.S. economic or trade sanctions (i.e., an embargo); (2) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons; or (3) otherwise the target of U.S. sanctions.

Submission of Content

As a condition of submitting any ratings, reviews, information, data, text, photographs, audio clips, audiovisual works, translations, flashcards, or other materials on the Service (collectively, "Content"), you hereby grant to Reasonal a full-paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, and create derivative works from the Content; incorporate the Content into other works; and sublicense through multiple tiers the Content. You acknowledge that this license cannot be terminated by you once your Content is submitted to the Service. You represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Reasonal, and others as described and otherwise contemplated in these Terms and Conditions. You understand that other users will have access to the Content and that neither they or Reasonal have any obligation to you or anyone else to maintain the confidentiality of the Content.

You will not upload, display, or otherwise provide on or through the Service any Content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights); (ii) in Reasonal's sole judgment, is objectionable, restricts or inhibits any other person from using the Service, or may expose Reasonal or its users to any harm or liability of any kind.

Indemnification of Reasonal

You agree to defend, indemnify and hold harmless Reasonal and its directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys' fees, arising out of or relating to your access or use of the Service, any false representation made to us (as part of these Terms and Conditions or otherwise), your breach of any of these Terms and Conditions, or any claim that any translation we provide to you is inaccurate, inappropriate or defective in any way whatsoever.

License to Apps

Subject to the terms of these Terms and Conditions, Reasonal grants you a non-transferable, non-exclusive license to download, install, and use one copy of each App in object code form only on an interactive wireless device that you own or control. You may not derive or attempt to derive the source code of all or any portion of any App, permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate any App or any part thereof. Reasonal and its licensors own and shall retain all intellectual property rights and other rights in and to the Apps, and any changes, modifications, or corrections thereto.

The following terms and conditions apply to you only if you are using the Apps from the Apple App Store. To the extent the other terms and conditions of these Terms and Conditions are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to Apps from the Apple App Store. You acknowledge and agree that these Terms and Conditions are solely between you and Reasonal, not Apple, and that Apple has no responsibility for the Apps or content thereof. Your use of any App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of any App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and Conditions. You and Reasonal acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apps or your possession and/or use of any App, including, but not limited to: (i) product liability claims; (ii) any claim that an App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Reasonal acknowledge that, in the event of any third-party claim that any App or your possession and use of that App infringes that third party's intellectual property rights, Reasonal, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions. You must comply with applicable third party terms of agreement when using any App. You and Reasonal acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms and Conditions as they relate to your license of the Apps, and that, upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.

Disclaimers; No Warranties

THE SERVICE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT (WHETHER OWNED, LICENSED, OR OTHERWISE CONTROLLED BY REASONAL), SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REASONAL, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "REASONAL PARTIES"), DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REASONAL OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

REASONAL PARTIES DO NOT WARRANT THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL REASONAL OR THE REASONAL PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF REASONAL OR A REASONAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THESE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE SERVICE OR ANY THIRD PARTY APPLICATIONS, SOFTWARE, OR CONTENT; (iii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR ANY THIRD PARTY APPLICATIONS, SOFTWARE, OR CONTENT; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, REASONAL'S AND REASONAL PARTIES' LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO REASONAL FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY AND (B) THE SUM OF US$100. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Paid Services

Billing. Some of our Services are subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and Conditions.

Billing Authorization. You authorize Reasonal to charge all sums for the orders that you make and any level of Service you select to the payment method specified in your account. If you pay any fees with a credit card, Reasonal may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Cancellation Policy. You may cancel your Paid Services at any time by selecting the "Cancel Subscription" option in the applicable app store (Apple App Store, Google Play Store, etc.). In the event you cancel your subscription, you will still have access to the paid features through the end of the billing period you have already paid for.

Subscription Term. Each subscription has a renewal period of one month from the date of your first subscription charge. Regardless of when you cancel, you will continue to have access to the Paid Services through the end of your applicable renewal period.

Refunds. All fees paid are non-refundable except as expressly set forth herein. In the event that Reasonal suspends or terminates your account or these Terms and Conditions for your breach, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

Promotion Codes

Reasonal may offer certain promotional codes, referral codes, discount codes, coupon codes, free membership offers, or other similar promotional or value-reduction offers ("Promotion Codes") from time to time.

• Unless otherwise stated, Promotion Codes only apply to Paid Services purchased directly from Reasonal and are non-transferable.
• Promotion Codes cannot be redeemed for cash, check, or credit and cannot be combined with other offers.
• You may redeem each Promotion Code only once.
• Some Promotion Codes may be subject to expiration dates or an overall limit of allowed redemptions.
• Reasonal may modify, suspend, or terminate a Promotion Code at any time for any reason.
• Reselling or transferring Promotion Codes is strictly prohibited. Any Promotion Codes that have been resold or transferred are null and void.
• If any Promotion Code is redeemed or used in violation of this Section or other applicable terms, Reasonal may invalidate that Promotion Code and terminate any Services obtained from that Promotion Code, without refund or exchange of any kind. Furthermore, if Reasonal determines that a user has abusively violated any applicable terms, Reasonal may ban that user from redeeming or using Promotion Codes.

Notice for Claims of Copyright Violations and Agent for Notice

If you are a copyright owner and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a copyright infringement notification to Reasonal pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:

• an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Please consult your legal counsel for further details or see 17 U.S.C. §512(c)(3). Reasonal's Agent for Notice of claims of copyright infringement can be reached by email: support@reasonal.co

You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the judicial district in which you reside, or if you reside outside of the United States, then of the federal court of Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

Governing Law

These Terms and Conditions shall be governed by and construed with the substantive laws of the State of Delaware, United States of America, excluding any conflict of laws provisions, regardless of your country of origin or where you access the Service.

Choice of Forum

Subject to Section 24 (Dispute Resolution & Arbitration), all judicial proceedings relating to or arising out of these Terms and Conditions or the Service shall be brought in the state or federal courts of the State of Delaware. Both parties hereby consent to the personal jurisdiction of the state and federal courts of the State of Delaware, and waive any objections to venue in those courts.

Dispute Resolution & Arbitration

ANY DISPUTE OR CLAIM RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE AND SEEKING MONETARY RELIEF SHALL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ACCORDING TO THIS SECTION.

Prior to initiating any arbitration, the party seeking arbitration ("Claimant") must first send a written Notice of Claim to the other party ("Respondent") by email or USPS Certified Mail. This Notice must contain the Claimant's name, address, and contact information; the identity of counsel (if any); the nature and basis of the claim; and the specific relief sought. Within thirty (30) days of receipt of the Notice, the parties shall engage in at least one good-faith settlement conference by telephone or video conference. An individual party must be personally present at this settlement conference, and an entity party must be present at this settlement conference through an employee with settlement authority, though both parties may bring counsel as well. Arbitration shall be initiated only if no settlement can be reached at this settlement conference.

The arbitration shall be conducted by a single arbitrator and administered by the American Arbitration Association ("AAA") according to its Consumer Arbitration Rules, Procedures for the Resolution of Disputes Through Document Submission, Consumer Fee Schedule, and Supplementary Rules for Multiple Case Filings ("AAA Rules"), and the provisions of this section. Where they conflict, the provisions of this section shall take precedence over any AAA Rules. If the AAA is unavailable to conduct an arbitration, the parties shall arbitrate through another mutually agreed upon organization or on an ad hoc basis according to the rules in this section. The arbitration shall be conducted in the English language.

If a claim is within the jurisdiction of a small claims court, either party may choose to have the case heard in the small claims court on an individual basis, instead of arbitration.

If twenty-five (25) or more similar Demands for Arbitration are filed against or on behalf of the same party or related parties, and if representation of the parties is consistent or coordinated across the cases, then the AAA's Supplementary Rules for Multiple Case Filings shall apply. Counsel filing twenty-five (25) or more similar Demands for Arbitration against Reasonal must comply with the AAA's Filing Requirements for Multiple Case Filings. There shall be no class or collective arbitration, or joinder of claims, except as provided for in the AAA's Supplementary Rules for Multiple Case Filings.

If you do not want to arbitrate disputes with Reasonal and you are an individual, you may opt out of this arbitration agreement by sending an email to support@reasonal.co within 30 days of the day you first access or use the Service.

Notwithstanding the above, either party may apply for and obtain non-monetary, injunctive remedies or urgent relief in court without engaging in any arbitration or informal dispute resolution process.

Language

This agreement was originally written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Miscellaneous

These Terms and Conditions constitute the entire agreement between Reasonal and you concerning the subject matter hereof. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect. A waiver by Reasonal or you of any provision of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Reasonal may assign its rights or obligations under these Terms and Conditions without condition. These Terms and Conditions will be binding upon and will inure to the benefit of Reasonal and you, and Reasonal's and your respective successors and permitted assigns.