User Agreement and Terms of Service

Please read these Terms of Service (the “Terms” or “Agreement”) carefully. The Terms govern your use of the Services and constitute your consent to these Terms, as amended from time to time. PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COMPANY AND CONTAIN A MANDATORY ARBITRATION PROVISION.

Keep in mind that the functionality of the OET Platform requires users to provide accurate information. There is no guarantee of outcomes, but failure to provide accurate information will result in a LESSER experience and will not yield accurate results.  OET, however, does not require that a user provide certain information nor does OET control the information exchanged on the Platform. Only the user has control over the nature of data included, what is available, and what is not available for educational institutions to view, access, or receive from any given user. The decision to share information on the Platform and through our Services is solely the responsibility and decision of the user. Once you agree to share information, OET is not responsible in any way for how or why it is accessed or used. 

1. Terms of Service. This Agreement is between you and Open Education Technologies LLC d/b/a OET, a Delaware limited liability company (“OET” or “we” or “us”) concerning your use (including any access to) the OET website located at https://openadmissions.io/ (together with any materials and services available therein, and successor site(s) thereto, collectively, the “Website”), OET’s mobile application “App”, other OET websites, apps, or online services which links to these Terms, and communication channels under our control such as email, telephone, or social media (together with App and Website, the “Services”). This Agreement hereby incorporates by reference any additional terms and conditions posted by us on the Website, or otherwise made available to you by us (“Additional Terms”). Visitors and users of the Services may be referred to as a “User”.

To ensure security and legal compliance, you may be asked to present valid identification. If you fail to provide requested identification, you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your User Account and refuse any and all current or future use of the Services (or any portion thereof). OET may also suspend or terminate your User Account if, in its sole discretion, it believes: (a) you have violated these Terms; (b) you have violated any Applicable Law in connection with your use of the Services; (c) your continued use of the Services may, in OET sole opinion, endanger your health and/or the safety or the health and safety of others; or (d) you have communicated or acted in an inappropriate, offensive, or discriminatory manner towards any user or OET employee, contractor, or agent.

2. Account Registration; Usernames & Passwords. You will be required to register an account to use the Services. By registering an account, you hereby represent and warrant that you are at the legal age of consent for the jurisdiction where you reside and are therefore able to legally enter into this agreement with OET OR you have the permission of your parent or guardian. IF YOU ARE UNDER THE AGE OF 16, YOU MUST LINK YOUR OET ACCOUNT TO A PARENT/GUARDIAN ACCOUNT AND PROVIDE YOUR PARENT OR GUARDIAN’S EMAIL ADDRESS. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services. Additionally, you must update your account information to keep it accurate, current, and complete. Use your legal name and actual date of birth on all accounts, or a Transaction or Services may be declined. You are the sole authorized User of any account you create and responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by any other person, and you will accept full responsibility for any interactions and use of your account including the unauthorized use of your password or your account. You may not authorize others to use your account and you may not assign or otherwise transfer your account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify us at support@openadmissions.io.
   
   We may reject or require that you change any username, password, or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you, and not OET, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username, password, or User Account. You are limited to one active User Account, and you may not use the account of any other OET User at any time.

Your cooperation is imperative in safeguarding your personal information. Choose your User Account password carefully, as anyone with access to your User Account password will be able to assume your online identity and view your personal information, change your personal or User Account information, and communicate with OET. It is your responsibility to prevent disclosure of your password to others, and to change your password if you feel that its security has been compromised. You may change your password through the Website or App. You will periodically receive correspondence from OET at the email address you register with your account. Accordingly, it is critical that you safeguard your designated email address and restrict access thereto. The registration of an email address with your account indicates your consent for OET to transmit your personal information, including User Account information, to such address. 

1. Minors. If you are under the age of 16 (in the United States, or under the legal age of consent in your country, then you are a “Minor”), you may NOT create an account for the Services without consent and approval from your parent or legal guardian. Minors under the age of 13 are prohibited from accessing the Platform. If you are under the age of 16, (or under the legal age of majority in your country), your parent or legal guardian will receive notice that you have joined the OET community. By agreeing to these Terms, you represent that your parent or legal guardian has reviewed and agreed to the Terms and your use of the OET. A Minor will only be permitted to use the Services for so long as OET reasonably believes that such access has been reviewed and consented to by the Minor’s parent or legal guardian. 

2. Parent User. If you are at least 18 years of age and you are the parent or legal guardian of a child that seeks to register as a Minor of the Services, you may register a parent account on the Services (“Parent User”). For the purposes of these Terms, “parental consent” refers to a parent or legal guardian providing consent for their Minor. Through a Parent User account, you may create, register, manage and approve Minor accounts only for your own child(ren) or child(ren) for whom you are a legal guardian. IF YOU REGISTER, APPROVE OR CONSENT TO THE REGISTRATION OF, OR OTHERWISE ASSUME RESPONSIBILITY FOR ANY MINOR, YOU REPRESENT AND WARRANT THAT YOU ARE SUCH MINOR’S PARENT OR LEGAL GUARDIAN AND YOU AGREE TO BE BOUND BY THE TERMS ON BEHALF OF SUCH MINOR, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE WEBSITE BY YOUR MINOR. YOU AGREE TO INDEMNIFY AND HOLD OET HARMLESS FOR ANY AND ALL DATA COLLECTED, CREATED, OR SHARED FOR OR ABOUT A USER OR MINOR BY THE SERVICES. You are responsible for educating your Minor on responsible use of the Services, including our Rules of Conduct and refraining from submitting any personally identifiable information to the Services. It is your responsibility to monitor and manage your child’s access to the Services. If you request access for your Minor, then your Minor will be considered an authorized User, and you are responsible for their actions (and use of) the Services. You acknowledge that OET may choose, but is not obligated, to make any inquiries, either directly or through third parties, that OET deems necessary to validate your registration information, or registration information associated with a Minor account, including without limitation engaging third parties to provide verification services. OET reserves all right to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT OET CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY USER AND OET IS NOT OBLIGATED TO VERIFY THE IDENTITY OF ANY USER OR INFORMATION A USER INPUTS ON THE PLATFORM, INCLUDING ANY USER’S CLAIM TO BE A PARENT USER, OR TO VERIFY THAT A PARENT IDENTIFIED BY A MINOR OR OTHER PARTY DURING REGISTRATION IS SUCH MINOR’S ACTUAL PARENT OR LEGAL GUARDIAN. A Parent User account, along with all associated Minor accounts, may be terminated by OET at any time and without warning for any failure to abide by these Terms.

3. School Use. OET may make available certain features and tools that permit Users registered as administrators, admissions, guidance counselors, or other individuals associated with a university or college (“College Personnel”) to fulfill the Purpose of the Services. If you are College Personnel accessing the Services on behalf of a university, college, or other similar educational institution (a “Educational Institution”), the following terms apply:

1. Limitations on Use. The Platform and associated Services are provided to you for the purpose of assisting the Student in his/her/their admission and application process.  You must use the Platform and associated Services in compliance with all Applicable Laws, rules, and regulations. You are responsible for determining (and confirming) that your use of the Platform and associated Services is permitted by your Educational Institution and any applicable policies. You agree not to reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose, any portion of the Platform and associated Services, or access to the Platform and associated Services.

2. Compliance with US Laws. Specifically, if you are using our Services as an associated Educational Institution use in the United States, you agree, individually and on behalf of the Educational Institution, that:

   1.  You are familiar with and agree to be responsible for compliance with the Family Educational Rights and Privacy Act and the US Department of Education’s implementing regulations at 34 CFR Part 99 (collectively, “FERPA”), and all other Applicable Laws, rules, or regulations concerning the collection, use, and disclosure of personally identifiable information about Users in your Educational Institution (collectively, “Applicable Privacy Law”). 

   2. OET is not responsible for FERPA or ensuring that any user, including any College Personnel are complying with FERPA. OET provides access to and connections with potential students for the college and university. Any interactions, data collection, date storage, etc., is the sole and exclusive responsibility of the college, university, or College Personnel using their Services and those institutions agree to indemnify and hold OET harmless from and against any claim related to the privacy practices of those institutions. 

4. International Use. OET operates the Services in the United States. If you choose to access our Services from locations outside the United States, you acknowledge and agree to OET’s collection, transmission, use, storage and processing of content and data (including your personal information) in the United States. You agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which you reside or access the Services, if and to the extent local laws are applicable to use of our Services. If you are under the age of 18 (or under the age of majority in the jurisdiction in which you reside), you confirm that you have received parental consent, if required in your jurisdiction, to open an account for Service and enter into these Terms, and that your parent has approved these terms on your behalf. Where parent consent is required (including but limited to use within an Educational Institution), it must be provided by a parent or legal guardian or other person authorized to provide parent consent under the laws of your jurisdiction. Unless we have entered into a separate, mutually executed written agreement with you that says otherwise, we do not represent that our Services are appropriate or available for use in jurisdictions outside the United States. The right to access and use the Services is not granted in jurisdictions, if any, where it may be prohibited, or where your use would render OET in violation of any Applicable Laws or regulations, including without limitation, Applicable Privacy Laws.

3. Notice Regarding AI. OET uses artificial intelligence (“AI”) technologies and features that are at an early stage of development. It is your obligation to educate yourself and your authorized Users on responsible use of AI in general and generative AI specifically. OET strongly encourages that you require your authorized Users to review such guidelines (as well as any accompanying educational material) as a prerequisite to access OET’s AI. For instance, Users should be aware that AI may make mistakes or fabricate answers, and the User needs to fact check the provided Output. You have the obligation to monitor and approve the use of the Services, and we strongly recommend adult supervision for your authorized Users. OET reserves the right to modify or discontinue its AI features at any time. Your use of OET’s AI features or functionalities is at your own risk.

4. Changes. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Website. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes or otherwise notified you of such changes. Your use of the Services following any changes to these Terms will constitute your acceptance of such changes.

5. Privacy, Jurisdiction. Your access to and use of the Services is also conditioned on your acceptance of and compliance with OET’s Privacy Policy (accessible at www.openadmissions.io/privacypolicy) (“Privacy Policy”). Our Privacy Policy describes the OET’s policies and procedures on the collection, use, and disclosure of your personal information when you use the Services, and informs you about your privacy rights and legal protections. Please read our Privacy Policy carefully before using the Services. You represent and warrant that any information you provide in connection with the Website or Services will remain accurate and complete and that you will maintain and update such information as needed.

Except as set forth in these Terms, OET does not permit children under the age of 13 to create an account and does not knowingly collect personally identifying information from children under the age of 13 without the consent and at the direction of a parent, legal guardian, or a School. Please contact us if you believe we have inadvertently collected information from a child under 13 without parental consent so that we may delete the information as soon as possible. 

We operate the App, Website, and Services from our offices in the Commonwealth of Pennsylvania, United States, and make no representation that they are appropriate or available for use in other locations. The Website and Services are controlled or operated (or both) from the United States and are not intended to subject OET to any non-U.S. jurisdiction or law. The Website and Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Website or Services is at your own risk, and you must comply with all Applicable Laws, rules, and regulations in doing so. We may limit the Website or Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

By using the Services, you specifically agree and acknowledge that it includes sharing the data you provide through the Services to third parties including, but not limited to, educational institutions, advertisers, vendors, etc. OET agrees to enter into contracts with any third party organization to protect data, but this is in no way intended nor does it create third party beneficiary status between a user and any third party organization. OET will take the necessary and appropriate steps to contractually require any third party organization that accesses or receives data to safeguard that data to the extent reasonably feasible under the law however OET has no ability to control the actions or inactions of third parties and THEREFORE YOU AGREE TO HOLD OET HARMLESS FOR AND AGAINST ANY CLAIM YOU MAY HAVE AGAINST A THIRD PARTY RELATED TO DATA SHARED THROUGH THE SERVICES. 

6. Subscription Terms. By signing up for the OET’s Services and by creating an account, (“User Account”), you agree to our subscription program terms (“Subscription Program” or “Program”) until you cancel your User Account. We may, in our sole discretion, terminate your membership in the Program at any time without notice to you. We also reserve the right to delete User Accounts at our sole discretion. There is a limit of one User Account per person and one User Account per email.

AS A MEMBER OF OUR SUBSCRIPTION PROGRAM, THE VALID CREDIT CARD NUMBER YOU PROVIDED AT THE TIME OF YOUR INITIAL PURCHASE AND ENROLLMENT WILL BE AUTOMATICALLY CHARGED ON A PERIODIC AND RECURRING BASIS, DEPENDING ON THE TYPE OF PLAN YOU SELECT WHEN PURCHASING THE SUBSCRIPTION PROGRAM. AT THE END OF EACH SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME TERMS AND CONDITIONS UNLESS CANCELLED BY YOU OR OET. IF YOU WISH TO CANCEL YOUR PARTICIPATION IN OUR SUBSCRIPTION PROGRAM, YOU MUST DO SO THROUGH YOUR ACCOUNT PAGE ON THE WEBSITE, THE APP, OR THROUGH THE DISTRIBUTION SERVICE OPERATED AND DEVELOPED BY APPLE INC. (APPLE APP STORE), GOOGLE INC. (GOOGLE PLAY STORE), OR OTHER DISTRIBUTION SERVICE IN WHICH THE APPLICATION HAS BEEN DOWNLOADED (“Application Store”).

It is your responsibility to provide current, complete, and accurate information for billing in your User Account. You are responsible for promptly updating all information to keep your billing information current, complete, and accurate (e.g., change in billing address, credit card number, credit card expiration date, or telephone number). You must promptly notify us if your credit card information is cancelled or is no longer valid (e.g., loss or theft). Changes to such information can be made through the Website or through the pertinent Application Store. If your credit card fails to process for a shipment, your membership in our Subscription Program may be terminated. OET may seek pre-authorization of your credit card prior to your purchase to verify that the credit card is valid and the necessary funds or credit is available to cover your purchase.

OET reserves the right, in its sole discretion, to modify subscription fees at any time. OET may or may not provide you with reasonable notice prior to charging you any increased subscription fee. Your continued use of the Services after the effective date of the subscription fee modification constitutes your assent to pay the modified subscription fee amount for all subsequent billing cycles until the Services have been cancelled or terminated by you or OET. Except where required by law or agreed to by OET on a case-by-case basis and in its sole discretion, subscription fees are non-refundable. Certain refund requests for subscriptions may be considered by OET on a case-by-case basis and granted at the sole discretion of OET.

7. Mobile App Generally. You must have a compatible mobile device to use our App. OET does not warrant that the App will be compatible with your device. You agree that you are solely responsible for any data charges arising from your use of the App. OET hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for one or more User Accounts on a mobile device under your control, for personal use. You may not: (a) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (c) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (d) delete the copyright and other proprietary rights notices on the App. You acknowledge that OET may from time to time issue updates and upgrades, including but not limited to upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. By installing the App, you consent to the activation of the App by OET and to all future automatic upgrading and updating of the App on your device. You agree that these Terms, as amended from time to time, shall apply to such upgrades. You can withdraw your consent at any time by uninstalling the App.
   
   You acknowledge, understand, and agree that the App and Service (including any updates and upgrades), will: (x) cause your device to automatically communicate with our servers to deliver the Service’s functionalities (as described in the Application Store where you downloaded the App (such as iTunes and Google stores) (y) affect the app-related preferences or data stored in your device, and (z) collect personal information as set out in our Privacy Policy. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof, and OET or its third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). 

8. Consent to Communications. By entering into this Agreement, you agree to receive communications from OET, which may include emails, text messages, voice calls, and push notifications (“Communications”). Voice calls and text messages, if any, (if you opt in to receive text messages) will be to the phone number you have supplied in your User Account. You agree that text messages may be made using automatic dialing systems or other automated technologies. Communications from or on behalf of OET may include but are not limited to: operational communications concerning your User Account or use of OET’s products and platform; informational communications concerning shipping, your payment method on file, and reminders to complete your User Account set-up; marketing content such as updates concerning new and existing products; and communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Your agreement to receive Communications is not a condition of any purchase. If you wish to opt out of promotional emails, you can unsubscribe by following the unsubscribe options in the App, text messages, and promotional emails. 

9. Rules of Conduct. In connection with the Services, App, Website, and Products, you must not:

   1. Post, transmit or otherwise make available through or in connection with the Website. App, or social media sites any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner. 

   2. Post, transmit or otherwise make available through or in connection with the Website any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

   3. Allow, enable, or otherwise support the transmission of unsolicited or unauthorized advertising, junk or bulk email (SPAM), chain letters, letters relating to a pyramid scheme, or any other unsolicited commercial or non-commercial communication.

   4. Use the Website or Services for any commercial purpose or for any purpose that is fraudulent or otherwise unlawful.

   5. Create a false identity for the purpose of misleading others, impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.

   6. Harvest or collect information about Users of the Website, App, or Services.

   7. Interfere with or disrupt the operation of the Services or the servers or networks used to make the Website and App available, including by hacking or defacing any portion of the Website; or violate any requirement, procedure or policy of such servers or networks.

   8. Restrict or inhibit any other person from using the Website or Services.

   9. Infringe the patent, trademark, trade secret, copyright or other intellectual property or other rights of another person or entity.

   10. Reverse engineer, decompile or disassemble any portion of the App, Website, or Services, except where such restriction is expressly prohibited by Applicable Law.

   11. Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without OET’s express prior written consent.

   12. Remove any copyright, trademark or other proprietary rights notice from the Website.

   13. Systematically download and store App or Website content.

   14. Attempt to disable, bypass, modify, defeat, or otherwise circumvent any security related tools incorporated into or used in connection with the App or Website.

   15. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Website content, or reproduce or circumvent the navigational structure or presentation of the Website, without OET’s express prior written consent.

   16. “Frame” or “mirror” any OET content which forms part of the Website, place pop-up windows over its pages, or otherwise affect the display of its pages. 

If you become aware of any inaccuracies, errors, omissions or inconsistencies in the information or content provided through the App or Website, please notify us. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the App, Website, and Services.

We reserve the right to investigate any transactions, activity, or interaction with our Website, Services, or Product(s) that we believe, in our sole discretion, is abusing or has abused the Terms, Services, or Product(s). We reserve the right to cancel any order and/or terminate any User Account that we believe, in our sole discretion, is abusing or has abused the Terms, Services, or Product(s), including, without limitation, by engaging in a pattern of creating multiple accounts. Any failure to comply with this Agreement, any fraud or abuse, or any misrepresentation of any information furnished to OET by you or anyone acting on your behalf may result in the termination of your User Account. If OET has any reason to suspect fraudulent activity is associated with your User Account, OET reserves the right to delay or withhold Products and/or Services. OET decisions are final.

10. Products. OET may make available listings, descriptions and images of goods or services or related coupons, discounts or trials of goods or services (collectively, “Products”), as well as references and links to Products. The availability of any Product (including the validity of any coupon or discount) is subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. OET does not guarantee the accuracy or completeness of any Product description, including price, product images, specifications, or availability. Product descriptions and prices are subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession, and use of any Product. OET reserves the right to limit any initial trial offers to new subscribers. Any discount, coupon, promotion, trial, and/or other modification to subscription pricing is non-transferable, not redeemable for cash or cash equivalent, and may only be redeemed online in your User Account.

OET reserves the right to determine the pricing of its Products. OET will make reasonable efforts to keep pricing information published on the App and Website up to date. We encourage you to check our App or Website periodically for current pricing information. OET may change the fees for any feature or product, including additional fees or charges, if OET provides advance notice of changes before they apply. OET, at its sole discretion, may make promotional offers with different features and different pricing to any of OET’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Purchase of products for resale (to other consumers, businesses, or third parties) is strictly prohibited. If OET believes you are involved in purchase for resale, OET reserves the right to take any action against you, including, without limitation, to restrict sales to you, cancel your orders, and/or suspend or close your User Account.

11. Transactions. OET may make available to you the ability to (i) purchase subscriptions and (ii) purchase or otherwise obtain certain Products through the App or Website, including trials of goods or services (both (i) and (ii) referred to as a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card or other payment information that you submit in connection with a Transaction. By submitting such information, you hereby authorize OET to charge you and grant us the right to provide such information to third parties for purposes of facilitating Transactions, including through OET’s third-party payment processing service. Verification of information may be required prior to the acknowledgment or completion of any Transaction. Your payment method may require validation or authorization of the Transaction. OET will not be liable for any delay or non-delivery of any order caused by non-receipt of the required validation or authorization. If your payment method fails or fees associated with your User Account are past due, we may collect fees owed using other collection mechanisms, including charging other payment methods on file (including with our payment processor) and/or retaining collection agencies and legal counsel. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner. We reserve the right to change the types of Transactions for which we charge. Trials and subscriptions of Products or Services are subject to the terms and conditions applicable to such trials and subscriptions available on the App or Website.

12. Promotions. OET may make promotional offers available to you. You agree that promotional offers: (a) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by OET; (c) are subject to the specific terms that OET establishes for such promotional offer; (d) cannot be redeemed for cash or cash equivalent; and (e) are not valid for use after the date indicated in the offer or one year. OET reserves the right to modify or cancel an offer at any time. If you attempt to evade restrictions on offer redemptions, OET may decline to redeem your code or take any other action permitted by these Terms.

13. User Content, Reviews. 

    1. User Content. OET may, in its sole discretion, permit Users from time to time (i) to submit, upload, publish or otherwise make available to OET textual, audio, and/or visual content and information, and submission of entries for competitions and promotions (“User Postings”); and (b) provide input to OET’s AI (“Input”) and receive output generated and returned by the AI based on the input (“Output”) (together the Input and Output form “AI Content”) (together User Postings and AI Content form “User Content”). You understand that whether or not such User Content is published, OET does not guarantee any confidentiality with respect to any User Posting submissions. Any User Content provided by you remains your property. However, by providing User Content to OET, you grant OET a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and OET’s business and on third party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. Such license is perpetual and irrevocable, except to the extent required to comply with Applicable Privacy Law relating to ownership and control of your personal information, including education records. With respect to School Accounts, consistent with Applicable Privacy Law, as between OET and you, you (or your School, as applicable) retain all ownership rights you have in any User Content to the extent such content is an education record.

    2. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant OET the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor OET’s use of User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by OET in its sole discretion, whether or not such material may be protected by law. OET may, but shall not be obligated to, review, monitor, and remove User Content, at OET’s sole discretion and at any time and for any reason, without notice to you.

    3. OET reserves the right in its sole discretion, but does not have any obligation, to determine whether any AI Content violates these Terms, and can refuse, remove, or edit such AI Content, and may remove access to the Services at any time for non-compliance with these terms. For clarity, AI Content is User Content. You acknowledge that due to the nature of machine learning and the technology powering our chatbot, your Output may not be unique, and the same or similar Output may be provided to other Users. You are responsible for the AI Content that you and your authorized Users generate, including for ensuring that you have rights to submit the Input and that your use of Input does not infringe upon the intellectual property rights of others or violate any Applicable Law or these Terms. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF POSTING, CREATING, OR PUBLISHING SUCH USER CONTENT.

    4. AI Content is intended for personal use and not to generate content for broad-based publication. It is your responsibility to review Output and double check Output with reputable sources prior to sharing. You may choose to share AI Content you generate for any legal, personal, non-commercial purpose, under the following conditions: (i) the role of AI in formulating the content is clearly and prominently disclosed; (ii) the content is attributed to your name or organization, as applicable; (iii) topics of the content do not violate our terms on Prohibited Conduct; and (iv) you directly review the AI Content to ensure compliance with these Terms. It is your responsibility to review Output and double check Output with reputable sources prior to sharing.

5. License Grant to Users.

1. User Postings. By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by OET on or through the Services.

2. Downloadable Content. The Services may permit you to download mobile applications or certain digital content (“Downloadable Content”). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, OET grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Content, in object code form, on devices owned or controlled by you, solely for your personal, non-commercial purposes. You agree not to (A) modify or create derivative works of the Downloadable Content (B) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Content, and (C) remove any copyright and other proprietary notices on the Downloadable Content and all copies thereof.

6. Access to User Content. OET may permit Users to share their User Content with a select group of other Users, or make their User Content public for all (even non-Services users) to view. You acknowledge and agree that, although OET may provide certain features intended to allow you to restrict some User Content you create from others, OET does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, OET will use reasonable efforts to notify you. NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS A REPRESENTATION, WARRANTY, OR PROMISE AS TO THE CONFIDENTIALITY OF USER CONTENT. OET HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.

7. User Content Disclaimer. You understand that when using the Services you may be exposed to User Content from a variety of sources, and that OET is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Service. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against OET with respect thereto. OET does not endorse any User Content or any opinion, recommendation or advice expressed therein, and OET expressly disclaims any and all liability in connection with User Content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person or User.

8. User Dispute Release. If you have a dispute with one or more Users, you release the OET Parties from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under Applicable Law.

9. Product Reviews. You may be asked to rate and post reviews of Products (“Reviews”), which will be considered User Content. Reviews are not endorsed by OET and do not represent the views of OET. OET shall have no liability for Reviews or for any claims for economic loss resulting from such Reviews. Because we strive to maintain a high level of integrity with respect to Reviews posted or otherwise made available through the Services, you agree that: (i) you will base any Review on first-hand experience with or Product; (ii) you will not provide a Review for any Product for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Review in exchange for payment, free food items, or other benefits; (iv) any Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; and (v) your Review will comply with these Terms. If we determine, in our sole discretion, that any Review could diminish the integrity of the Reviews or otherwise violates these Terms, we may remove such Reviews without notice.

10. Feedback. We encourage and welcome your feedback on our Services and Betas. By submitting suggestions or other feedback related to our Services to us, you agree that we can (but do not have to) use and share such feedback for any purpose without compensation to you. We will honor any limits we agree to when we collect feedback. You may identify errors or bugs, provide suggestions on the user experience, and offer other ideas, suggestions, guidance, or other information related to our Services and Betas. We may solicit feedback from you and your authorized Users, via surveys, interviews, observations, or other interactions. Participation in surveys and interviews is optional. You understand that you will not receive any compensation for your feedback or suggestions. You grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate your feedback into our Services or to develop new features and functionality to the Services.

14. Representations & Warranties. You warrant, represent, and agree that you will not provide any User Content or otherwise use the Services in a manner that (a) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (b) violates any international, federal, state or local law, statute, ordinance or regulation or which would render OET in violation of any applicable laws or regulations, including without limitation, Applicable Privacy Laws (collectively, “Applicable Law”); (c) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise prohibited conduct as set forth in these Terms or as communicated by OET from time to time; or (d) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (x) you possess all rights necessary to provide your User Content and grant OET the rights in these Terms; (y) you will comply with Applicable Laws in connection with your use of the Service; and (z), if you are School Personnel, you understand that you are responsible for providing notices and obtaining consents (if any) required by Applicable Laws for Students to use the Services or to provide User Content, including, for US schools, compliance with any applicable provisions of FERPA and COPPA when using School Consent.

15. Ownership. OET owns the App, Website, and Services, including the software, code, proprietary methods, systems, content (except User Content as set forth herein) and any other intellectual property or proprietary rights used to operate the Website, App, or Services (the “Intellectual Property”), which is protected by proprietary rights and laws. Intellectual Property also includes our copyrights, trade names, trademarks and service marks, and any associated logos. All Intellectual Property on the Website not owned by us is the property of its respective owners. You may not use, copy, sell, distribute, decompile, or create derivative works of our Intellectual Property. Nothing contained on the App or Website should be construed as granting any right to use any Intellectual Property without OET’s express prior written consent.

16. Third Party Materials, Links. Certain Website or App functionality may make available access to information, products, services, and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials. Unless expressly indicated on the Services that a particular Third Party Material is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Third Materials to any third party. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by OET with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website or App at any time. In addition, the availability of any Third Party Materials through the Website does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS). OET ACCEPTS NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF ANY THIRD-PARTY WEBSITES OR SERVICES EVEN IF YOU ACCESS OR LINK TO THE THIRD-PARTY WEBSITE OR SERVICES THROUGH OET. ONCE YOU LEAVE OET or CREATE AN ACCOUNT ON A THIRD PARTY SERVICE, YOU ARE SUBJECT TO THE TERMS OR PRIVACY PRACTICES OF THOSE THIRD PARTIES. PLEASE REVIEW AND READ THOSE DOCUMENTS BEFORE YOU AGREE TO LINK TO THOSE SERVICES. OET IS NOT RESPONSIBLE AND YOU AGREE TO HOLD OET HARMLESS FOR AND AGAINST THE USE OR MISUSE OF DATA BY THOSE THIRD PARTIES. 

17. Disclaimer of Warranties. 

1. Disclaimer. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE APP, WEBSITE, SERVICES, AND ANY PRODUCTS OR SERVICE AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) OET DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, APP, AND ANY PRODUCTS OR SERVICES AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE USE OF THE APP OR WEBSITE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OET OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ALL DISCLAIMERS OF ANY KIND ARE MADE FOR THE BENEFIT OF OET AND ITS AGENTS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS.

2. No Guarantee. While OET will try to maintain the timeliness, integrity, and security of the App and Website, we do not guarantee that the App or Website are or will remain updated, complete, correct, or secure, or that access to the App or Website will be uninterrupted. The App or Website may include inaccuracies, errors, and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the App or Website. If you become aware of any such alteration, contact us with a description of such alteration and its location on the App or Website. USING ANY ONLINE SERVICES IS INHERENTLY DANGEROUS. OET IS NOT RESPONSIBLE FOR, AND USERS AGREE TO HOLD OET HARMLESS FROM AND AGAINST ANY THIRD PARTY DATA BREACH, DATA INCIDENT, ACCESS OR EXILTRATION OF ANY DATA SHARED BY A USER ON OR THROUGH THE SERVICES. 

3. AI Enabled Services. YOU ACKNOWLEDGE AND AGREE THAT OUTPUT FROM OET’ AI OR OTHER AI-ENABLED SERVICES MAY INCLUDE ERRORS (INCLUDING WITHOUT LIMITATION MATH ERRORS), MAY REFLECT BIASED, INCOMPLETE, OR INCORRECT INFORMATION, MAY PROVIDE OBJECTIONABLE OR OFFENSIVE RESPONSES, MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE AI MODEL WAS TRAINED, AND HAVE OTHER LIMITATIONS. YOU SHOULD NOT RELY ON THE FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT MAY APPEAR ACCURATE DUE TO ITS DETAIL OR SPECIFICITY BUT CONTAIN MATERIAL INACCURACIES. OET DISCLAIMS ANY AND ALL LIABILITY, AND YOU AGREE TO HOLD OET HARMLESS, FROM USE OF OET’ AI, INCLUDING OUTPUT RESULTING THEREFROM.

4. Betas: “As Is”, No Guarantees; No Representation or Warranties.

1. Beta Access. We may provide a limited license for You to access betas (or otherwise pre-release Services that are under development), prototype or experimental features, pilot programs, limited release access, trials, or time-bounded evaluation licenses (each a “Beta”). A Beta may have limited functionality. Some of the features may still be tested, known to make errors and provide incorrect information at times, and may have other bugs. Betas may not become fully developed or generally available. OET does not commit to maintaining any Betas and may change (or remove) Betas at any time. You understand that OET is not obligated to provide support for Betas.

2. Eligibility. Participation in Betas is for a limited time, and you may not be invited to receive access. Access to a Beta is being offered “as-is” solely for the purposes of OET testing, evaluating, and improving such features and their educational applications, including by collecting customer feedback, or for customer evaluation. OET reserves the right to select participants, modify terms of participation, suspend access to Betas, or terminate the Beta in its sole discretion. If you accept the invitation to receive access to a Beta, you represent and warrant that you meet any criteria for participating in the Beta. If you wish to stop using a Beta, you may do so at any time. 

3. Acknowledgement. YOU ACKNOWLEDGE AND AGREE THAT BETAS MAY FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE LIMITED FEATURES, MAY MAKE ERRORS (INCLUDING WITHOUT LIMITATION MATH ERRORS), AND HAVE OTHER LIMITATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OET IS PROVIDING BETAS “AS IS”, AND OET DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT, LIABILITIES, AND INDEMNIFICATION OBLIGATIONS OF ANY KIND. IN THE EVENT OF A CONFLICT BETWEEN SECTION 19(d) AND ANY OTHER TERMS, SECTION 19(d) WILL SUPERSEDE SUCH TERMS WITH RESPECT TO BETAS.

18. Limitation of Liability. To the fullest extent permitted under Applicable Law: (a) OET will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by OET or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use; (b) OET will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability, or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of submissions (including unauthorized interception by third parties of any submissions), even if advised in advance of the possibility of such damages or losses; (c) without limiting the foregoing, OET will not be liable for damages of any kind resulting from your use of or inability to use the App, Website, or Services or from any products or Third Party Materials, including from any virus that may be transmitted in connection therewith; (d) your sole and exclusive remedy for dissatisfaction with the App, Website or any Products or Third Party Materials is to stop using the Website or App; and (e) the maximum aggregate liability of OET for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of (1) the total amount, if any, paid by you to OET to use the App, Website, or Services and (2) one hundred U.S. dollars ($100). If you are dissatisfied with any portion of the App, Website, the Products, or this Agreement, your sole and exclusive remedy is to discontinue use of the App, Website, and/or Products or Services. All limitations of liability of any kind (including in this Section and elsewhere in these Terms) are made for the benefit of OET and its respective successors and assigns. Certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations of liability may not apply, and you may have certain additional rights. 

19. Indemnity and Release. To the fullest extent permitted under Applicable Law, you agree to defend, indemnify, and hold harmless OET and their respective employees, agents, contracts, licensors, successors and assigns (the “OET Parties”), from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to: (a) your use of the Services or Products obtained through your use of the Services; (b) your breach or violation of any of these Terms; (c) any breach of the representations, warranties, and covenants made herein, whether by you or by any Minor or School User whose account you have approved as a Parent User or School Personnel; (d) OET’s use of your User Content; (e) your violation of the rights of any third party (f) your failure to comply with Applicable Law; or (g) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content.
    
    OET reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify OET, and you agree to cooperate with OET’s defense of these claims. You agree not to settle any such matter without OET’s prior written consent. OET will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

20. Termination, Reservation of Rights. 

1. Termination by OET. These Terms are effective until terminated. You may deactivate your User Account at any time, for any reason, by sending an email to support@openadmissions.io. OET may terminate, discontinue, cancel, suspend, change or limit your use of the App, Website, or Services at any time and without prior notice, for any or no reason, including if OET believes that you have violated or acted inconsistently with the letter or spirit of these Terms or if any amounts due by you to OET are past due. Upon any such termination or suspension, your right to use the Website, App, and any other Service will immediately cease, and OET may, without liability to you or any third party, immediately deactivate or delete your username, password, and User Account, and all associated materials, without any obligation to provide any further access to such materials. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies OET may have at law or in equity. To the maximum extent allowed by law, each of your obligations under these Terms shall survive the expiration or termination of these Terms. Any termination or discontinuance of the App, Website, or Services pursuant to the provisions set forth in this Section shall be subject to compliance with any notice or waiting period provided by Applicable Law. You agree that OET will not be liable to you or to any third party for any modification, suspension, or termination of your ability to use the App, Website, Services, or Product(s). If you are dissatisfied with any aspect of the App, Website, Services, or Product(s) at any time, your sole and exclusive remedy is to cease participating in the App, Website, Services, and Product(s). Termination will not prejudice either your or our remedies at law or in equity.

2. Termination by Users. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) any policy or practice of OET in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate the Terms and your account. You may terminate these Terms at any time (prospectively only) by deleting your login account with the Services and discontinuing use of any and all parts of the Services.

3. Termination of Accounts. Termination of the Terms as to any User Account will not limit OET’s rights and remedies regarding any breach of these Terms occurring prior to such termination.

21. Dispute Resolution, Governing Law.

1. Informal Dispute Resolution Procedure. A dispute might arise between you and OET. If that happens, OET is committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between you and OET, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: support@openadmissions.io. For any dispute that OET initiates, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide at least the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.
   
   You and OET then agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description of the dispute, you and OET agree to the further dispute resolution provisions below.
   
   The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Failure to engage in this process could result in the award of fees against you in arbitration.

2. Generally. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether in the Commonwealth of Pennsylvania or any other jurisdiction). If you and OET are unable to resolve a dispute as set forth in Section 21(a), in the interest of resolving disputes between you and OET in the most expedient and cost-effective manner, except as set forth in Section 21(c) below, you and OET agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, your use of the App, Website, Services, Products, and our communications with you, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
   
   YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND OET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
   
   You and OET agree to submit to the personal jurisdiction of any federal or state court in Philadelphia, Pennsylvania in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

3. Exceptions. Except as set forth in Section 21(b), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

4. Arbitrator. Any arbitration between you and OET shall be administered by JAMS (Seattle) pursuant to its Streamlined Arbitration Rules and Procedures (“Rules”) then in effect. If the parties are unable to agree on a single arbitrator, the then current manager of JAMS (Philadelphia) shall appoint the arbitrator. Any arbitration hearing will take place at a location to be agreed upon in Philadelphia, Pennsylvania, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone or video hearing; or (iii) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address, provided that a OET representative shall be entitled to attend such hearing by telephone or video link. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse OET for all monies previously disbursed by it that are otherwise your obligation to pay under the JAMS Rules. 

5. Notice of Arbitration, Process. Subject to Section 21(a), a party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). OET’s address for Notice is OET, 113 N Bread Street, Philadelphia, PA 19106. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). During the arbitration, the amount of any settlement offer made by you or by OET must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
   
   Subject to the applicable JAMS rules and procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited, cost-efficient nature of the arbitration. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and OET, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

6. No Class Actions. YOU AND OET ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION 23(g) BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). EXCEPT AS SET OUT IN SECTION 21(g) BELOW, UNLESS BOTH YOU AND OET OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.
   
   This Class Action and Collective Relief Waiver and the provisions in Section 21(g) are an essential part of this “Dispute Resolution” section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor OET may arbitrate such claim or dispute. Notwithstanding the foregoing, if a court or arbitrator (or where applicable, JAMS) determine that either the Class Action and Collective Relief Waiver or the provisions in Section 21(g) are not enforceable as to a particular claim or request for relief and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or OET from participating in a class-wide settlement of claims.

7. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with Section 21(d) if JAMS is unavailable) against OET within reasonably close proximity, the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with OET and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “Batch Arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. OET does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 23(g).

8. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the applicable JAMS rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under Applicable Law, the arbitral forum’s rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with Section 21(f) above and also must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

9. Modifications. OET will provide 30 days’ notice of any changes to this “Dispute Resolution” Section, but any such changes will not apply to any individual claim(s) of which OET already has actual notice. If OET changes this Dispute Resolution Section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you agree that your continued use of the Platform or Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing OET written notice of such rejection by certified mail to: OET LLC, Attn: Legal, 113 N Bread Street, Philadelphia, PA 19106, or by email from the email address associated with your account to: support@openadmissions.io, within 30 days of the date such change became effective. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Dispute Resolution Section. If you reject changes pursuant to this paragraph and were already bound by an existing agreement to arbitrate disputes under a previous version of the Terms, then that existing arbitration agreement shall remain in full force and effect.

10. Fees. Pursuant to the applicable JAMS Rules and Consumer Arbitration Minimum Standards, you will be required to pay $250 to initiate an arbitration against OET. You are responsible for your own attorneys’ fees unless the arbitration rules and/or Applicable Law provide otherwise. The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate (including as specified in Section 21(g)), provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 21while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

11. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you must notify OET in writing no later than 30 days after first becoming subject to the Dispute Resolution provisions of these Terms. Your notice must include your full name, mailing address, the email address associated with your OET account, a clear statement that you want to opt out of this Mutual Arbitration Agreement, and your original signature. The notice cannot be signed by your attorney, agent, or other representative, and you may only opt out on behalf of yourself individually. You must send your opt-out notice by U.S. Postal Service certified mail to OET LLC, Attn: Legal, 113 N Bread Street, Philadelphia, PA 19106. If you opt out of the arbitration provisions of these Terms, all other parts of these Terms will continue to apply to you. Opting out of this arbitration agreement has no effect on any other arbitration agreements that you may have entered into with OET or may enter into in the future with OET. If you do not timely opt out of the arbitration provisions, such action shall constitute mutual acceptance of the terms of these arbitration provisions by you and OET.

22. Information or Complaints. If you have a question or complaint regarding the App, Website, Product(s), or Service(s), please send an e-mail to support@openadmissions.io. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

23. Copyright Claims Infringement. 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. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send to OET a written notice by mail or e-mail, requesting that OET remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to OET a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to OET at OET LLC, Attn: 113 N Bread Street, Philadelphia, PA 19106 or by email to support@openadmissions.io. 

24. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

25. Translation. These Terms may have been translated. If OET has made them available to you in any language other than English, you agree that the original English text shall prevail in the event of a conflict of terms. 

26. Miscellaneous. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and OET. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction, including, without limitation, those rights or obligations relating to your User Account and any information that you provide or that has been provided on your behalf to OET or that has been collected by OET in connection with OET’s business operations or through the Website. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation.” To the extent there is a conflict between the provisions in these Terms and any Additional Terms incorporated herein by reference, the latter shall have precedence. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and OET relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and OET relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Website or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. OET will not be responsible for any failure to fulfill any obligation or any delay in performing any of its obligations, if the delay or failure was due to any cause beyond OET’s reasonable control including but not limited to severe weather, power, or other utility cut-off, natural disaster, strikes, governmental action, epidemic, pandemic, terrorism, war, civil unrest, or other similar events of “force majeure”.