TERMS OF USE

These terms and conditions govern the use of the Application offered by Penji, Inc., a Delaware corporation (the “Company”). These terms of use (the “Terms of Use”)sets forth the terms and governs your use of the Penji Application (the “Application”). Your use of the Application constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Application.

 Please read the Terms of Use carefully before you start to use the Application. By using the Application [or by clicking to accept or agree to the Terms of Use when this option is made available to you], you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Application.

 1. Application Connects Teachers and Learners

The Application is a communication platform, which enables the connection between teachers and learners. Teachers will have knowledge of subject areas where learners need help.

Learners may post a request, with information on a class, topic, and their availability for a learning session. Teachers may view these requests, and set up a learning session. The Application provides a messaging system that may be used to facilitate communication and schedule learning sessions.

2. User Requirements

This Application is offered and available to users who are 18 years of age or older. All users must be enrolled in a United States college or university and have a current and valid .edu email address. By using this Application, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Application. When interacting with other users of the Application, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE APPLICATION AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE APPLICATION.

3. Billing and Payment

All users must sign up with a third party payment system for payment processing. Teachers and learners are prompted to sign up for payment before completing a request or offer within the application. Payment is due immediately at the conclusion of a session, and is subject to rates specified by the Company and determined at the time the teaching session is requested. Rates are subject to the company’s discretion and may change a any time.

4. Intellectual Property Rights

The Application and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Applicationfor your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Application.

4. Release

The Application is only a venue for connecting users. Because Company is not involved in the actual contact between users, in the event that you have a dispute with one or more users, you release Company (and the Company’s officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

The Company expressly disclaims any liability that may arise between users of its Application.

5. Acceptable Use

You may use the Application only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Application to:

·         Meet another user at a private, off-campus location.

·         Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff.

·         Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.

·         Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.

·         Advertise or offer to sell any goods or services for any commercial purpose through the Application, which are not relevant to the learning sessions offered through the Application.

·         Conduct or forward surveys, contests, pyramid schemes, or chain letters.

·         Impersonate another person or a user or allow any other person or entity to use your identification to post or view comments.

·         Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company.

·         Hack or interfere with the Application, its servers or any connected networks.

·         Adapt, alter, license, sublicense or translate the Application for your own personal or commercial use.

·         Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company.

·         Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.

·         Use the Application to solicit for any other business, website or Application, or otherwise contact users for employment, contracting or any purpose not related to use of the Application as set forth herein.

·         Use the Application to collect usernames and or/email addresses of users by electronic or other means.

·         Register under different usernames or identities, after your account has been suspended or terminated.

Without limiting the foregoing, the Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of of any user on the Application. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

6. Termination and Suspension

Company may terminate or suspend your right to use the Application at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.

Without limitation, Company may terminate or suspend your right to use the Application if you breach any term of these Terms of Use, or if Company otherwise finds that you have engaged in inappropriate and/or offensive behavior. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Even after your right to use the Application is terminated or suspended, these Terms of Use will remain enforceable against you.

7. Worker Classification and Withholdings

The Application is not an employment Application and Company does not serve as an employer of any user. As such, Company will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of users’ the Application.

You agree to indemnify, hold harmless and defend Company from any and all claims that a teacher was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a teacher was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a teacher, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

9. No Liability

YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE APPLICATION IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE APPLICATION, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR APPLICATION PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE APPLICATIONS, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE APPLICATION.

10. Indemnification

You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the Application, or (ii) any content submitted by you or using your account to the Application, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.

11. No Agency

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

12. Changes to the Terms of USe and the Application

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of the Terms of Useand review, improve, modify or discontinue, temporarily or permanently, the Application or any content or information through the Application at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to the Terms of Use are unacceptable to you or cause you to no longer be in compliance with the Terms of Use, you must terminate, and immediately stop using, the Application. Your continued use of the Application following any revision to the Terms of Use constitutes your complete and irrevocable acceptance of any and all such changes. Company may change, modify, suspend, or discontinue any aspect of the Application at any time without notice or liability. Company may also impose limits on certain features or restrict your access to parts or all of the Application without notice or liability.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND AGREE THAT MY USE OF THE APPLICATION IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS OF USE.