TERMS OF USE POLICY FOR RESILIENT STUDENT, INC.

Effective Date: January 1, 2020

The following terms and conditions (the "Terms and Conditions") govern your use of the websites located at www.resilientstudent.org other websites and mobile applications on which Resilient Student, Inc. (“RS”, “we”, “us”, or “our”) values your privacy. In the Privacy Policy (“Policy”), we describe how we collect, use, and disclose information that we obtain about visitors to our website www.resilientstudent.org (the “Site”), our locations, users of our services (“Services”) and how we use and disclose that information. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE.

You should also read our Privacy Policy , which is incorporated by reference into these Terms and Conditions. If you do not accept and agree to be bound by these Terms and Conditions, including our Privacy Policy, do not use the Site or the products and services offered on the Site. By accessing the Site, you consent to these Terms and Conditions in electronic form. To withdraw this consent, you must cease using the Site and, if applicable, terminate your account. Users under the age of 18 must (a) review these Terms and Conditions with a parent or legal guardian to ensure the parent or legal guardian acknowledges and agrees to these Terms and Conditions, and (b) not access the Site and uninstall any application if his or her parent or legal guardian doesn’t agree to these Terms and Conditions.

Welcome to the Resilient Student, Inc., (“Resilient Student, Inc.”) website (the “Site”) at www.resilientstudent.org, owned and operated by Resilient Student, Inc. This Agreement contains the terms, covenants, conditions, and provisions (the “Terms of Use”) upon which you (the “User”) may access and use these Sites.

Terms of Use

By visiting the Sites, you, the User, indicate that you understand these Terms of Use and intend them to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms of Use and agree to be legally bound by them without any limitation or qualification. If you do not agree to these Terms of Use, please discontinue your use of the Sites.

Please note that Resilient Student, Inc. reserves the right to change the Terms of Use under which this Sites and their offerings are extended to you. Any such change shall be effective upon notice, which may be given by Resilient Student, Inc. posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of Resilient Student, Inc.. Your continued use of the Sites following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Use. You agree that notice of changes to these Terms of Use on the Site, delivered by e-mail, or provided in any other reasonable way constitutes reasonable and sufficient notice.

1. GRANT OF LICENSE

These Terms of Use provide you, the User, with a personal, revocable, nonexclusive, nontransferable license to use these Sites conditioned on your continued compliance with these Terms of Use. Users may access materials and information on the Sites solely for personal and noncommercial use. All copies contain all copyright and other applicable notices contained in such materials and information, and for the purpose of doing business with Resilient Student, Inc. Notwithstanding the foregoing and except as otherwise expressly permitted herein, a User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through the Sites. As a further condition of use of the Sites, all Users warrant to Resilient Student, Inc. that they will not use the Sites for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms of Use. You further warrant that you will not attempt or actually systematically extract data contained in the Sites to populate databases for internal or external use.

2. PROVISION OF INFORMATION

When you provide information to Resilient Student, Inc. through a Site, you agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or conceal your identity from Resilient Student, Inc. for any purpose.

3. NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

You agree to be bound by any affirmation, assent, or agreement you transmit through a Site. You agree that, when in the future you visit a Site, your agreement or consent to these Terms of Use will be legally binding and enforceable and the legal equivalent of your handwritten signature.

4. INTELLECTUAL PROPERTY RIGHTS

All material contained on these Sites, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Resilient Student, Inc. does not grant any express or implied right(s) to Users of these Sites. Copyright and other proprietary rights in a Site, or portions thereof, may be held by individuals and/or entities other than Resilient Student, Inc.. Removing or altering the copyright notice on any material on a Site is prohibited. Resilient Student, Inc. owns a copyright in these Sites as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of a Site's content.

TRADEMARKS

Trademarks, logos, service marks and trade names (collectively the "Trademarks") that are ours or Trademarks of any third party displayed on the Site or on content available through the Site may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Site or on or through the Site's products and services, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without our written permission or that of the third party rights holder. Your misuse of the Trademarks displayed on the Site is strictly prohibited.

Resilient Student, Inc., the Resilient Student, Inc. logo, and all other trademarks, names, logos, and icons identifying Resilient Student, Inc. or Resilient Student, Inc.’ products and services are proprietary marks of Resilient Student, Inc. and are registered and/or common law trademarks of Resilient Student, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of Resilient Student, Inc. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Resilient Student, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of Resilient Student, Inc . All other trademarks, registered trademarks, product names and company names or logos mentioned in these Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Resilient Student, Inc..

SUBMITTED MATERIALS

(a) Any ideas, suggestions, survey responses, or testimonials that you submit to us or information you submit or post to our chat rooms, message boards, and/or our blogs ("Submitted Materials") will be deemed not to be confidential and may be used by us for any purpose. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to display, use, reproduce, incorporate, modify, create derivative works of and distribute such material (in whole or part). We are not responsible for maintaining any Submitted Material that you provide to us and we may delete or destroy any such Submitted Material at any time.

(b) You agree that we may record all or any part of any live online sessions (including voice chat communications and videos) for quality control and other purposes. You agree that we own all transcripts and recordings of such sessions, and you hereby irrevocably assign to us all rights in all such transcripts and recordings.

You agree to not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of accessing, logging-in or registering on the Site or for any products, services, or features offered on or through the Site, or obtaining lists of users or obtaining or accessing other information or features on, from or through the Site or the products or services offered on or through the Site, including but not limited to any information residing on any server or database connected to the Site or any products or services offered on or through the Site; (ii) use the Site or the products or services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such products or services, including but not limited to sending mass unsolicited messages or "flooding" servers with requests; or (iii) use the Site or the Site's products or services in violation of any applicable law or the legal rights of any third party.

You agree that you will not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Site's products or services, or any content thereof, or make unauthorized use thereof.

You agree that you will not upload, post, transmit, distribute or otherwise publish through the Site or any product, service, or feature made available on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site's products or services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, defamatory, obscene, vulgar, offensive, profane, sexually explicit or indecent, (iii) violate any local, state, national or international law, (iv) violate, plagiarize or infringe the intellectual property, privacy, publicity, or other rights of third parties, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You alone are responsible for the content and consequences of any of your activities, both on and off the Site.

If you use, or assist another person in using, our online tutoring services in any unauthorized way, you agree that you will pay us an additional $50 per hour for any time we spend to investigate and correct such use, plus any third party costs of investigation we incur (with a minimum $250 charge). You agree that we may charge any credit card number provided for your account for such amounts. For example, if you create 20 accounts under a hypothetical “one free hour” promotion, using multiple cell phones and/or credit cards, you agree that we may charge your card $1,000 (20 hours times $50) plus $250 in costs, for a total of $1,250. You further agree that you will not dispute such a charge and that we retain the right to collect any additional actual costs.

5. PRIVACY POLICY

Any information that you submit to Resilient Student, Inc. or that Resilient Student, Inc. collects through our Sites is subject to our Privacy Policy, the terms of which are incorporated into these Terms of Use. Please see Resilient Student, Inc.’ Privacy Policy for a summary of our practices regarding the collection and use of personal information. Acceptance of these Terms of Use constitutes consent to Resilient Student, Inc.’ collection and use of personal information as outlined therein.

6. YOUR REGISTRATION INFORMATION

You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Resilient Student, Inc., and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Resilient Student, Inc..

7. COMPLIANCE WITH APPLICABLE LAWS

User’s access to our Sites is governed by all applicable federal, state and local laws. You agree to fully comply with all such laws.

8. CODE OF CONDUCT

You agree not to do any of the following:

Restrict or inhibit any other user from using and enjoying our Sites. This includes, without limitation: (a) using, or attempting to use, any account without the owner's permission, (b) obtaining or soliciting another person's password or other personal information under false pretenses, or (c) impersonating another user or otherwise misrepresenting yourself to Resilient Student, Inc., our affiliates, our Sites’ systems, or other entities.

Interfere (or attempt to interfere) with the operation of the Site. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site that you are not authorized to access. Unauthorized access (or attempts) may subject you to civil and/or criminal penalties.

Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information.

Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Resilient Student, Inc.) information or material.

Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ.

Use our Sites to post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.

Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You are solely responsible for determining whether any material you post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party's rights You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.

Use our Sites for any unlawful purpose

Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of our Sites.

Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.

Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of our Sites specifically designated for such purpose (and subject to applicable Site rules).

Misuse any e-mail function available on or through our Sites. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that you discontinue such communication, (c) sending bulk e-mails, “spam,” chain letters, “mail bombs,” or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.

9. USE OF INTERACTIVE AREAS

APPLICABLE LAWS AND ARBITRATION

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms and Conditions (including any alleged breach thereof) or the Site will be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding. The laws of the State of New York will govern these Terms of Use, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

Regarding claims:

(a) By using the Site, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

(b) Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may be commenced only in the federal or state courts located in New York, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. These Terms and Conditions, and any dispute between you and us, will be governed by the laws of the State of New York without regard to principles of conflicts of law, provided that this arbitration agreement will be governed by the Federal Arbitration Act.

(c) The Sites may contain discussion forums in which you or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third-party providers, or post other content, messages, materials or other items on the Site ("Interactive Areas"). If Resilient Student, Inc. provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree to comply with the Code of Conduct set forth above with respect to your use of the Interactive Areas. You acknowledge and agree that Resilient Student, Inc. may set up any such forum to be accessible by all Site users or by certain Site users elected at the sole discretion of Resilient Student, Inc. or any designee chosen by Resilient Student, Inc. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by Resilient Student, Inc. or its designee in its sole discretion, and you may not be given access to certain forums.

(d) No review, recommendation or rating on these Sites or in any Interactive Area shall be deemed to be an endorsement by Resilient Student, Inc. of any the particular matter subject of the review, recommendation or, if such matter is a third-party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.

Resilient Student, Inc. takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Resilient Student, Inc. liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Resilient Student, Inc. is not liable for any statements, representations or content provided by its Users in any public forum, personal home page or other Interactive Area. Although Resilient Student, Inc. has no obligation to screen, edit, or monitor any of the content posted to or distributed through any Interactive Area, Resilient Student, Inc. reserves the right, and has absolute discretion, to remove, screen, or edit without notice any content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any material you post or store in these areas at your sole cost and expense.

(e) Any use of the Interactive Areas or other portions of these Sites in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or these Sites. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Resilient Student, Inc.’ systems and customers, or to ensure the integrity and operation of Resilient Student, Inc.’ business and systems, Resilient Student, Inc. may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. Resilient Student, Inc.’ right to disclose any such information shall govern over any terms of Resilient Student, Inc.’ Privacy Policy.

Additional information about Site and other important matters is contained within the Site itself, including in the Rules of Engagement and you acknowledge and agree that your use of the Site, or of any information or features in or on the Site, is informed by and subject not only to these Terms of Use but also by the information and explanation available on these pages.

10. ASSUMPTION OF RISK

Use of the Internet and these Sites are solely at your own risk and are subject to all applicable local, state, national, and international laws and regulations. While Resilient Student, Inc. has endeavored to create secure and reliable Sites, please be advised that the confidentiality of any communication or material transmitted to/from the Sites over the Internet cannot be guaranteed. Accordingly, Resilient Student, Inc. and its employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns are not responsible for the security of any information transmitted via the Internet. The User assumes sole and complete risk for using these Sites and must make his or her own determination as to these matters.

11. LAW ENFORCEMENT

Resilient Student, Inc. reserves the right to view, monitor, and record activity on these Sites without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Resilient Student, Inc. will also comply with all court orders involving requests for such information.

12. LINKS TO OTHER SITES; THIRD PARTY SERVICES

These Sites may contain or provide information regarding applications, products and/or services provided or offered by third parties. Resilient Student, Inc. is merely an information provider and is not a referral service, and it does not recommend or endorse any such third-party applications, products and/or services or monitor or have any control over such third-party applications, products and/or services. Therefore, Resilient Student, Inc. makes no guarantee, representation, or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy, or completeness of any such third-party applications, products and/or services or the results obtained therefrom, and Resilient Student, Inc. assumes no responsibility or liability for any third-party applications, products and/or services or for the actions or failure to act of those providing such third-party applications, products and/or services. You assume full responsibility for your use of any such third-party applications, products and/or services

Third-Party Services
Resilient Student, Inc., in its sole discretion, may offer links to other Web sites (“third-party sites”) that may offer various products, services, and/or information. Users should be aware that use of these third-party Web sites may be subject to separate terms and conditions, information collection practices, and other provisions. Resilient Student, Inc. cannot ensure that users will be satisfied with any products or services offered and/or purchased from such third-party sites. Resilient Student, Inc. does not endorse any of the products or services offered in any third-party sites. Further, Resilient Student, Inc. has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party sites. Resilient Student, Inc. expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Before proceeding with any transaction with any third-party site, whether the transaction is online or offline, it shall be the sole responsibility of the User to conduct whatever investigation such User deems necessary and appropriate.

13. EVENTS BEYOND RESILIENT STUDENT, INC. CONTROL

Users expressly absolve and release Resilient Student, Inc. from any claim of harm resulting from a cause beyond Resilient Student, Inc.’ control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.

14. DISCLAIMERS

WHILE RESILIENT STUDENT, INC. ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, RESILIENT STUDENT, INC. MAY MAKE MODIFICATIONS AND/OR CHANGES IN THESE SITES OR IN THE INFORMATION AVAILABLE ON THESE SITES AT ANY TIME, FOR ANY REASON WITHOUT NOTICE.

YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THESE SITES. RESILIENT STUDENT, INC. MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THESE SITES FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

Resilient Student, Inc. assumes no liability or responsibility for any errors or omissions on these Sites; any failures, delays or interruptions in the Sites’ accessibility; any losses or damages arising from the use of the Sites; any conduct by other users of the Sites; or unauthorized access to or use of the Sites or servers. Resilient Student, Inc. reserves the right to deliver the Sites in Resilient Student, Inc.’ sole discretion. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RESILIENT STUDENT, INC. SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

YOU EXPRESSLY AGREE THAT ANY RATINGS AND OTHER OPINIONS PROVIDED VIA THESE SITES ARE, AND WILL BE CONSTRUED SOLELY AS, STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS ANY SUCH RATING OR OPINION WILL BE WEIGHED, IF AT ALL, BY YOU SOLELY AS ONE FACTOR IN ANY DECISION MADE BY YOU.

IN NO EVENT SHALL EDR OR ANY OF RESILIENT STUDENT, INC.’ DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, ANY DELAY OR INABILITY TO USE THIS SITE, ANY INFORMATION AVAILABLE ON THIS SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF RESILIENT STUDENT, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RESILIENT STUDENT, INC. AND YOU. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. Some states do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you, in which case Resilient Student, Inc.’ liability shall be limited to the maximum extent permitted by applicable law.

15. INDEMNITY

You agree that you are responsible for your behavior in connection with these Sites. Resilient Student, Inc. shall not be liable for claims made against you or Resilient Student, Inc. arising out of your use of these Sites, and you agree to defend, indemnify, and hold harmless Resilient Student, Inc. and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from your use of these Sites or any breach by you of these Terms of Use. Resilient Student, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Resilient Student, Inc. You agree to cooperate as fully as reasonably required in Resilient Student, Inc.’ defense of any claim.

16. SUBMISSIONS

Resilient Student, Inc. also welcomes your feedback and suggestions about how to improve our products and services and these Sites. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "content") received through these Sites, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Resilient Student, Inc. to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and User hereby waives any claim to the contrary. Resilient Student, Inc. takes no responsibility for such content received through these Sites, nor does Resilient Student, Inc. have any obligation to monitor such content. Resilient Student, Inc. shall have the right, but not the obligation, to monitor any such content to determine compliance with these Terms of Use and to satisfy any law, regulation or authorized government request.

17. RIGHT TO BLOCK CONTENT

Resilient Student, Inc. does not and cannot review all content submitted by users to these Sites, and Resilient Student, Inc. therefore does not make any representation or warranty with respect to it and Resilient Student, Inc. does not endorse any specific products or services which may be included in any such content. However, Resilient Student, Inc. reserves the right to block or remove content or communications that Resilient Student, Inc. determines, in its discretion, to be in violation of these Terms of Use. As explained above, under Disclaimers, the Site is offered “as is,” and you use it at your own risk. Without limitation, this means that, despite the requirements of these Terms of Use, Site users may post content that violates them. Resilient Student, Inc. assumes no responsibility or liability for such content. If you have submitted objectionable content, Resilient Student, Inc. may, in its sole discretion, terminate your account, take legal action against you and/or, if applicable, notify the appropriate authorities or parties, all without prior notice or liability to you.

18. DIGITAL MILLENNIUM COPYRIGHT ACT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Resilient Student, Inc. reserves the right to remove any material on these Sites which allegedly infringes another person's copyright. If you believe in good faith that materials hosted by Resilient Student, Inc. infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked.

Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:

An electronic or physical signature of 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. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work;

A description of the material that you claim to be infringing, as well as its location on the respective Site;

Your name, address, telephone number, and e-mail address;

A statement by you that you have a good faith belief that the disputed use of the materials 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 authorized to act on the copyright owner's behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.

Notices and counter-notices for these Sites should be sent to: Francesco Accetta: ResilientStudent.Org

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.

19. GOVERNING LAW

These Terms of Use are governed by and will be construed and enforced in accordance with the laws of the State of Ohio as applied to agreements entered into and completely performed in the State of Ohio. Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the content of these Sites, whether sounding in contract, tort or otherwise, shall be finally resolved by arbitration. The arbitration shall be conducted by one arbitrator in English and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be Cincinnati, Ohio. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Ohio for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Resilient Student, Inc. may seek preliminary injunctive relief from a court of law in the event of a breach by you. These Sites are controlled and operated by Resilient Student, Inc. from its offices within the United States. Resilient Student, Inc. makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of these Sites are illegal is prohibited. Those who choose to access these Sites from other locations do so of their own volition and are responsible for compliance with applicable local laws.

20. WAIVER

Failure to insist on strict performance of any of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by Resilient Student, Inc. of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

21. SEVERABILITY

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

22. RELATIONSHIP

No joint venture, partnership, employment, or agency relationship exists between a User and Resilient Student, Inc. as a result of these Terms of Use or User's utilization of the Sites.

23. TERMINATION AND MODIFICATION

Resilient Student, Inc. reserves the right in its sole discretion to terminate, block or restrict your use of these Sites or any portion thereof, for any or no reason, and without notice, obligation or liability to you or any other person. In addition, Resilient Student, Inc. reserves the right in its sole discretion to terminate or modify any Site feature or offering, without notice, for any or no reason, and without notice, obligation or liability to you or any other person.

24. ANTI-HACKING

You may not, nor may you allow others to, directly or indirectly, attempt to or actually disrupt, impair or interfere with, alter or modify these Sites or any content. You may not, nor may you allow others to, directly or indirectly, collect or attempt to collect any information about others.

25. ENTIRE AGREEMENT/RESERVATION OF RIGHTS

Your rights to use certain material available on or through the Site may be subject to separate written agreements with Resilient Student, Inc. (“Other Agreements”). Particular pages or features of these Sites with content supplied by Resilient Student, Inc. or its licensors may be different or additional terms (“Special Terms”), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. With the exception of any Other Agreements, and Special Terms, these Terms of Use, together with the Resilient Student, Inc. Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the User and Resilient Student, Inc. with respect to use of and material available on or through this Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and Resilient Student, Inc. with respect to these Sites. Any rights not expressly granted herein are reserved.