When you access or use our Services (defined below), you are entering into a legal agreement and you agree to and are governed by all of these User Terms of Use (the “Terms of Use”). You also agree to the RL https://www.retainerlearning.com/privacy-policy privacy policy (“Privacy Policy“), which covers how we collect, use, share, and store your personal information. The relationship between RL and your Organization (as defined in the Organization Terms), if any, is governed by the https://www.retainerlearning.com/organization-terms-and-conditions Organization Terms of Service (“Organization Terms”), however, some of the definitions used herein are defined in the Organization Terms, as referenced below, and some of the terms and conditions of the Organization Terms are applicable to you as set forth therein.  The Organization Terms are incorporated herein by reference.

You agree that by clicking “Join Now” “Join Retainer Learning,” “Sign Up,” “Register” or similar buttons, registering or opening an account with RL, or accessing or using our Services you are entering into a legally binding agreement with us (even if you are using our Services on behalf of a company, school, or other Organization (as defined by the Organization Terms). Also, by clicking on any of these buttons, or registering or opening an account with RL, or accessing or using our Services you will be acknowledging that you have read, understand and agree to our Privacy Policy.

If you are a competitor to RL or are developing a competing service, you are not authorized to access or otherwise use the Services or access Content or make any User Submissions.

1.              Your Acceptance of Terms of Use. The website https://retainerlearning.com/  along with any online service location or hyperlink on any electronic document or material that posts a link to these Terms of Use (collectively, the “Site”) is provided by Retainer Learning LLC, a Utah limited liability company d/b/a Retainer Learning (“RL”). Throughout these terms and conditions of use, the words “we,” “us,” and “our” refer to RL and its corporate affiliates, and the words “you” and “your” or “User” refer to the User (as defined in the Organization Terms) visiting and using the Site and/or contributing content on the Site and/or accessing or using any Services. These Terms of Use set forth the legally binding terms for your access and use of the Site (including both mobile and online versions), RL’s platform, Services, Content uploading, downloading or use, Installed Software (as defined in the Organization Terms), all websites, all mobile applications, and any other technological means to access and use RL’s platform and Services, and any improvements, updates, fixes, or version upgrades, features, widgets, plug-ins, applications, content downloads and/or other services that (i) we own and control and make available through the Site, RL’s platform, Content uploading, Installed Software or by other means, or (ii) post a link to these Terms of Use (collectively with the Site, RL’s sports platform, Content uploading, Installed Software, and the other foregoing listed items, the “Services”). It applies regardless of how you access or use the Services, whether via personal, school or institutional computers or networks, mobile devices or otherwise. By accessing or using the Services in any manner, you signify your and your student's, child's or teenager's agreement to: (i) these Terms of Use; (ii) the Privacy Policy; and (iii) any other legal notices, usage rules, conditions or guidelines located within the Site. If you do not agree to any of these Terms of Use or the Privacy Policy, please do not use the Services. If you wish to have an account and become a registered user of the Services, communicate with other Users or Authorized Users with administrative privileges (“Administrators”), or school members who are Users, and make use of certain Services or features on the Services, you must read these Terms of Use and indicate your acceptance of them during the registration process. You are entirely responsible for maintaining the confidentiality of your password and agree not to use the account, username, or password of another User at any time or disclose your password to a third party.

The business realities associated with operating the Services are such that, without the limitations that are set forth in these Terms of Use (e.g., your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes) we would not make the Services available to you.

2.              Important Legal Information About Privacy. The terms and conditions of RL's Privacy Policy, which is available at https://www.retainerlearning.com/privacy-policy  apply to your use of the Services, form an integral part of your agreement with us, and are incorporated by reference into these Terms of Use. You should read and understand the Privacy Policy carefully before you use our Services because by using the Services you will be agreeing to everything in these Terms of Use, including the terms and provisions contained in our Privacy Policy. You should review the Privacy Policy from time to time to see if and how it may have changed. We reserve the right to change the Privacy Policy from time to time without advance notice to you. We may post or display notices of changes to the Privacy Policy on the Site or may notify you of such changes.

3.              Modification to These Terms of Use and Our Site. We may add to, update, delete from or modify the Services at any time in our sole discretion. We reserve the right, at any time and from time to time, for any reason and in our sole discretion, to change the Terms of Use. We may post or display notices of changes to the Terms of Use or Services on the Site or may notify you of such changes. However, once posted, any changes to the Terms of Use become effective immediately. If any change that we make is not acceptable to you, promptly stop using the Services. Any use by you of the Services after any changes to our Terms of Use become effective will signify your agreement to be bound by those changes. You should check back regularly and review these Terms of Use so that you are aware of the most current rights and obligations which apply to your agreement and Services with us. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits to you.

4.              RL Services; Site.

4.1       These Terms of Use apply to all users of the Services, including users who are also administrators, have administrative privileges or are registered members of a particular portion of the Site or Services. The Site includes all aspects of and pages within https://retainerlearning.com/ or any mobile application. The Content (defined below) is provided as a courtesy to our users and is intended for general, informational and educational purposes only. All information from this Site is subject to change without notice. RL permits you to access and use the Content and Services for personal, non-commercial purposes only. You may not, however, copy any of the Content onto your own web server or other applications for any reason without our prior written permission in each instance.

4.2       The Site or Services may contain links to third-party web sites that are not owned or controlled by RL. Some of these may be provided by RL or other Users. RL has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party web sites. In addition, RL is unable and unwilling to censor or edit the content of any third-party web site. Accordingly, we encourage you, when you leave the Site, to read the terms and conditions and privacy policy of each web site or mobile application that you visit. If you decide to access any other sites or mobile applications linked to our Site, you do so entirely at your own risk. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SITES YOU MAY VISIT, INCLUDING, WITHOUT LIMITATION ANY ORGANIZATION, SCHOOL, OR COMPANY.

4.3       RL encourages you to carefully choose the information you upload or post on the Site and provide to others since any User Submissions (defined below) may be accessible and viewable by other Users, Administrators, persons with administrative privileges and by other registered Users of the Site and may be used by RL as set forth herein.  You are strictly prohibited from uploading or posting any information, data or photographs that are false, misleading, defamatory, inaccurate, derogatory, harassing, threatening, abusive, invasive of privacy or publicity rights, contain nudity or otherwise contain unlawful, obscene, lewd, sexually explicit or other subject matter that may be found objectionable by others or that contain any virus or malware.

4.4       Although RL has no obligation to screen, edit or monitor any of the User Submissions posted to or distributed through the Site or Services, RL reserves the right to censor, remove, edit or reject any User Submissions at any time, in its sole discretion. Administrators also have the right and power to censor, remove, edit or reject any User Submissions at any time, in the Administrator’s sole discretion. Furthermore, RL and the applicable Administrator may restrict, suspend or terminate any User’s and RL may restrict, suspend or terminate any administrator’s access to all or any part of the Site or Services at any time, for any or no reason, with or without notice to Users, schools, Administrators, companies, Organizations or others and with no liability to RL whatsoever. RL and the applicable Administrator may refuse or remove a User Submission without notice to you.

4.5       If a User Submission is removed from the Services, (i) the User Submission may still exist in our backup or archive copies, which are not publicly available (but RL is not required or responsible to retain any User Submissions), (ii) Administrators, parents, school district, school administrators, and other Users that had access to a User Submission may have retained copies of your User Submissions, and neither RL nor any of our affiliates have any responsibility for any uses of your User Submission that they might make. Further, subject to the Organization Terms, RL retains the license granted to it by you when you first made your User Submission and can continue to use your User Submissions in derivative works created before it was deleted. In addition, subject to the Organization Terms, RL will remain free to complete the creation of derivative works and thereafter exploit that derivative work for all purposes and at all times.

4.6       Certain aspects of the Services accessed through portions of RL’s platform specifically dedicated to an Organization (each an “Official Page”) will be administered only by authorized representative(s) of that Organization. Only RL may permit Organization’s establishment of one or more Official Page(s) that must be approved by RL. Each Organization may designate one or multiple Official Page administrator(s) identified to RL (each a “Page Administrator”). The Organization may designate one or more Page Administrators and may change Page Administrators in its sole election, provided that each Page Administrator or successor is identified to RL and is knowledgeable in administrating social network and community sites. The Page Administrator is solely responsible for restricting access to the Official Page to appropriate and authorized Users of the Organization and for adopting and administering appropriate policies and “Community Standards.”

4.7       You acknowledge that the Site and Services may contain inaccuracies or typographical errors or omissions. RL is not responsible for any inaccuracies, omissions, typographical, pricing, product information, graphics, images, videos, text, advertisements or endorsements by or posed by any third party, User, Organization, or Administrator. No advertisements are permitted to be posted by Administrators or Users. All such advertisements are prohibited. Product and other endorsements are discouraged. If an Administrator or User makes any product or service endorsement, the Administrator or User is solely responsible for the content and must disclose if he, she or it is being paid for the endorsement or is receiving anything of value in connection with the endorsement. All advertisements and endorsements are solely User Submissions.

4.8       You acknowledge that RL may establish limits from time to time concerning use of the Services, including the number of days that User Submissions will be retained by the Services, the maximum number and size of postings, email messages, or other Content that may be uploaded, transmitted or stored by the Services, and the frequency with which you may access the Services. You agree that RL has no responsibility or liability for the deletion or failure to store User Submissions and Content. You agree that RL may, in its sole discretion, at any time, and from time to time, modify or discontinue the Services (or any part thereof) with or without notice, and that RL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. There is no guaranty of continuous service of the Site or the Services.

5.              Payment; Term; Access.

5.1       When User first gains access to its account, RL provides an invoice to the User (unless payment is to be made by an Organization for User) for the Services via electronic delivery or via such account. When a User adds new Services to its account, RL shall issue new or updated invoices (if applicable) to such User via electronic delivery or via such account.  Upon renewal, RL will use commercially reasonable efforts to make an invoice available for the renewal term of the Services in the User’s account via electronic delivery or via such account 45 days before the last day of the then-current Services. If an invoice is provided to User, the term of Services shall commence upon the applicable commencement date set forth in such User’s invoice and will continue for the initial period specified in User’s invoice; if no such initial period is designated, for a period of one year. Following such initial term, the term for the Services will automatically renew for additional one-year renewal terms and payment shall be due for such renewal term by User, unless otherwise terminated as provided below. User may cancel any or all of its Services at any time prior to the then-current term; provided, however, if only some of the Services are cancelled, such cancellation shall only be effective if the related invoice showed the cost of each Service separately and for any non-cancelled Services, all discounts, promotions or otherwise shall be removed from and after the cancellation date (and such additional amounts attributable to such removal shall be immediately due and payable by User to RL); provided, further however, User shall not receive any reimbursement or refund due to such cancellation for any amounts already paid. Upon termination, deactivation or otherwise of Services to User, User shall have no further rights hereunder and shall promptly remove any installed software from all computers and mobile devices and User shall not receive any reimbursement or refund due to such termination for any amounts already paid.

5.2       User must pay or cause to be paid to RL the amount identified as due on each invoice (“Fees”) on or before the due date on the invoice (unless such amount is paid by User’s Organization for User), or RL may deactivate, terminate or limit the applicable Services. All Services are invoiced in advance and are not refundable or cancelable (unless stated otherwise on the invoice, if applicable). User is responsible for all Fees related to the acquisition of rights to access and use the Services (except to the extent Organization is responsible to pay for such costs for User).  RL may change the Fees at any time upon thirty (30) days written notice thereof to User, and such Fees shall be deemed accepted by Uswer if User continues use of the Services following such 30-day period and such Fees shall increase effective on the day set forth in such notice (or if no such date is stated, on the day following such 30-day period).

5.3       If the User provides RL with a credit card, User hereby authorizes RL to charge the credit card for the Fees for the applicable Services. RL will bill the credit card on file for the applicable Services renewal unless User cancels its Services for the applicable renewal term prior to the commencement of such renewal term in accordance with these Terms of Use or otherwise pays the renewal-related Fees before the due date. Payments may also be made via other methods permitted by RL.

5.4       RL hereby grants to you a limited, personal, non-exclusive, non-transferrable, fully revocable license to use and access those portions of the Services made available to you as a result of your and/or your Organization’s participation and use of the Services as set forth in and subject to these Terms of Use with any restrictions as set forth in these Terms of Use or restrictions set by RL or your Organization or Administrators. You agree that you will not: (i) use any meta tags or any other “hidden text” utilizing any Marks; (ii) to the maximum extent permitted by applicable law, reverse engineer, decompile, disassemble, reverse assemble, or modify any Services source or object code or any software or other products, services, or processes accessible through any portion of the Services or to access it in order to modify or change any User Submissions, or copy any ideas, features, content, functions or graphics of the Services; (iii) engage in any activity that interferes with a User's access to the Site or to the Services (unless expressly permitted by these Terms of Use) or the proper operation of the Services, or otherwise causes harm to the Services, RL, or other Users of the Services; (iv) interfere with or circumvent any security feature of the Site or Services or any feature that restricts or enforces limitations on use of or access to the Services, the Content or User Submissions; (v) use our copyrights, Marks or any confusingly similar marks, except as expressly permitted in writing by us in each instance; (vi) use the service marks, logos, copyrights or trademarks of any school, company or Organization without permission from such third party or otherwise in accordance with their policies concerning such uses; (vii) post or make any User Submission that includes any virus or malware; (viii) use the Services or Site and Services IP for anything not consistent with the purpose of the Services; (ix) use any Personal Information (as defined in the Privacy Policy) or “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act of 1996 of any other User or person for any purpose; or (x) otherwise violate these Terms of Use or any applicable laws. Upon expiration of the applicable Term (as defined in the Organization Terms) or termination of the applicable Term or term as set forth in an invoice provided to User, RL may revoke the license granted under these Terms of Use at any time thereafter (or at any time following violation of these Terms of Use as determined in RL’s sole and absolute discretion).

5.5       In order to access some features of the Services you will need to create a registered account and establish a login and password or other methods of providing such access to such account (an individual's “Credentials”). You are prohibited from using another User’s account, or Credentials, share your account Credentials with any other person, User or entity, or do anything else that might jeopardize the security of the Services, your account or information concerning any Organization, Administrator, or User. You shall not transfer your account or your Credentials to anyone without first getting our written permission in each instance. When creating your account, you agree that you will provide current, complete and accurate information, and you agree that you will update your account information as necessary to keep it current, complete and accurate. You are solely responsible for the activity that occurs on your account, and you are responsible for keeping your account password secure. You must notify RL immediately of any breach of security or unauthorized use of your account by contacting us at info@retainerlearning.com . Although RL will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses incurred by RL or others due to such unauthorized use. If you are a parent of a minor who will have access to the Services, by registering or permitting your child to register or to use the Site, you consent to the use of the Services by such minor and agree to be responsible for such minor's activities and actions on the Site or relating to the Services.

5.6       You agree that neither you nor your child will use the Services offered through the Site or other means: (i) in connection with any commercial activities and/or sales, including without limitation advertising, solicitations for donations, contests, sweepstakes or pyramid schemes, without RL's prior written consent in each instance, (ii) to promote information that you know is false or misleading or to promote or engage in illegal activities or conduct that is abusive, harmful or potentially harmful, harassing, threatening, obscene, defamatory or libelous, (iii) to engage in or promote any criminal activity or enterprise, including without limitation, harassment, stalking, copyright infringement, trademark infringement, patent infringement, or theft of trade secrets, (iv) to solicit personally identifying information for commercial or unlawful purposes, (v) to advertise to, solicit, or sell to any person without their prior explicit advance consent, (vi) to harvest or collect personally identifiable information such as e-mail addresses, account names, telephone numbers, dates of birth, physical addresses, User names, passwords or other contact information of Users, administrators or members for purposes of sending unsolicited communications or commercial solicitations, (vii) to bully, persecute, oppress, badger, browbeat, tyrannize, harass, torment, coerce, pressure, strong-arm, dominate, or otherwise intimidate another person (whether or not a minor), (viii) to use or launch any automated system, including without limitation, “robots,” or “spiders,” that accesses the Site or Services in a manner that sends more request messages to the RL servers in a given period of time than humanly possible in the same period by using a generally available public web browser. In order to protect third parties and other Users from such prohibited conduct, RL reserves the right to restrict, in its sole discretion, communications which a User may send through the Services.

6.              Intellectual Property Rights.  The content and any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world (“Intellectual Property Rights”) on, of or within the Site and/or Services (such content shall be referred to herein as “Content”), except all User Submissions (as defined below), including without limitation, the materials, descriptions, FAQs, newsletters, bulletins, surveys, polls, literature, software, scripts, graphics, photos, interactive features, products, services and the like (“Site and Services IP”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to RL, subject to copyright and other Intellectual Property Rights under United States and foreign laws and international conventions. You in no way will obtain any ownership interest or rights in the Site and Services IP or Marks contained on, of or within the Site or Services. Site and Services IP is provided to you “AS IS” for your use only in accordance with these Terms of Use and may not be reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. RL reserves all rights not expressly granted in and to the Site and Services IP. If you download or print a copy of the Content for personal or educational use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with any security related features of the Site or Services or features including those that prevent or restrict use, downloading or copying of any Content or User Submissions or enforce limitations on use of the Site or the Content or User Submissions therein.

7.              User Submissions.

7.1       The Services may permit the providing, submission or uploading of certain User-generated text, information, data, audio, video, photographs, files, actual, mock, artificial or simulated case studies, research, writings, instructions, syllabus, criteria, procedures, voices, performances, poses, acts, plays, appearances, videos, pictures, images, likeness, silhouettes or other content (“User Submissions”). User Submissions posted or uploaded to the Official Sites, the Services or the platform may be viewed by RL and viewed by Administrators, and by the Organization granting you access to the Services, as well as other registered Users to the extent access to the Official Site or platform is granted by the Administrator or Services. It may also be viewed by others to whom a registered User, Administrator, or Organization official may have sent copies of such posting or uploaded User Submission. You understand and acknowledge that RL does not guarantee any confidentiality with respect to any User Submissions.

7.2       You shall be solely responsible for your own User Submissions and the consequences of posting, uploading, editing or publishing them. In connection with User Submissions, you affirm, represent, and warrant to RL, each Administrator and each other User on the Site or using the Services that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize RL to use all copyrights, trademarks, trade secrets, patents or any other proprietary rights in and to your User Submissions to enable inclusion and use of such User Submissions in the manner contemplated by the Services and these Terms of Use; (ii) the posting, uploading, editing or publication of your User Submissions on or through the Site or Services does not and will not violate any confidentiality obligations between you and any person or organization or the privacy rights, publicity rights or other rights of any person; and (iii) you have the written consent, release, and/or permission of each and every identifiable person, school, company, institution or Organization in your User Submission to use the name or likeness of each and every such identifiable person, school, company, institution or Organization to enable inclusion and use of the User Submissions in the manner contemplated by the Services and these Terms of Use. You further affirm, represent and warrant that your User Submissions will contain no nudity or sexually explicit content and are not lewd, obscene, defamatory or libelous in any manner whatsoever.

7.3       As between you and RL, you will retain all ownership rights in your User Submissions; provided, however, such ownership right shall not prevent RL from deleting any User Submissions uploaded to the Services on or after the expiration or termination of the applicable Term or following a violation of these Terms of Use. By submitting a User Submission to us you hereby grant to RL a perpetual, worldwide, nonexclusive, royalty-free, fully-paid-up, sublicensable and transferable license to use, post, edit, delete and store your User Submissions on our Site and servers and publish, distribute, publicly perform, create derivatives of and display such User Submissions in connection with the Services and RL's (and its successors’ and affiliates’) business, including without limitation the right to sell, incorporate or profit from any submitted case studies and modify and adapt the User Submission and distribute such User Submissions to other users, hosting services and third parties for promotional, operational, publishing or other purposes in any media formats and through any media channels now known or hereinafter created. In addition, by submitting a User Submission to RL you hereby grant RL the right to use your name and image, your child's name and image, if applicable, institution or company name and information in connection with such User Submission. You further hereby waive any and all moral rights and all rights of a similar nature in any jurisdiction in your User Submission.

Subject to these Terms of Use, you grant the following license rights to RL (and its licensees, sublicensees, distributors and subdistributors) in your User Submissions: (i) the non-exclusive, royalty-free, perpetual right to all Intellectual Property Rights in your User Submissions, to delete the User Submissions on or after the expiration or termination of the applicable Term  or termination from the Services or use your User Submissions for the purpose of (a) enabling Users to use the Services, (b) the release (which includes the right to sublicense, license, distribute or subdistribute) of your User Submissions to third parties, in whole or in part, to third parties, including but not limited to RL’s distributors, independent contractors and agents, to (1) use such released User Submissions to provide the Services community features to Users and to other third parties, and (2) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use such released User Submissions, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on RL’s websites, third party websites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from you, with or without attribution and without any royalty or payment obligations, which rights in this subsection (b) shall survive any termination or expiration of these Terms of Use or the Services; (ii) the non-exclusive, royalty-free and perpetual right to all Intellectual Property Rights of all Users to use the Vital Information (as defined by the Organization Terms) in connection with the Services and otherwise; and (iii) without limiting the above, RL may sublicense the rights in this Section as necessary to enable any third party hosting of the Services.

7.5       In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage RL, any administrator, company, User, Organization or any third party; (ii) submit material that is pornographic, hateful, intimidating, racially or ethnically offensive, or constitutes or encourages conduct that would be considered a criminal offense of any federal, state or local law, give rise to civil liability, or is otherwise inappropriate; (iii) post advertisements or solicitations of business, including any “junk mail” or “spam,” (iv) impersonate another person, school, company, institution or Organization or falsely state or otherwise misrepresent yourself, your age or your affiliation with any third party, school, institution, company, Organization or person; (v) upload, post, store or otherwise make available any virus, bug, Trojan horse or other computer file or program that is capable of destroying, interrupting or interfering with or limiting the functionality of the Services or any server, computer hardware, software or equipment. RL does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and RL expressly disclaims any and all liability in connection with User Submissions. RL does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and RL will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's Intellectual Property Rights. RL reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, violations of rights of publicity or privacy or excessive length. RL may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion. In order to cooperate with legitimate governmental requests, court orders or subpoenas, to protect RLs systems and other Users, and to ensure the integrity of RL's business and systems, RL may access and disclose any information that it considers necessary or appropriate, including, without limitation, Personal Information (as defined in the Privacy Policy) or other User data, IP address and traffic information, usage history, and User Submissions.

7.6       RL is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions. You understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and that as a provider of interactive services RL is not liable for any statements, representations or User Submissions provided by users of the Services. Parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that you deem inappropriate or is harmful to minors.

8.              Digital Millennium Copyright Act

8.1       Notification. If you are a copyright owner or an agent thereof and believe that any User Submission or other Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our Site or Services; (iii) a description of the location on the Site or Services of the allegedly infringing material(s); (iv) your address, telephone number, and e-mail address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

RL's designated Copyright Agent for notice of claims of infringement is:

Corbin Proctor

Retainer Learning, LLC

923 S. 1100 E.

Springville, Utah 84663

email: info@retainerlearning.com

Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to RL's customer service at customerservice@retainerlearning.com. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.

8.2       Counter-Notification. If you believe that any User Submission of yours that was removed is not infringing, or that you have the appropriate rights from the copyright or owner of the trademark, service mark or other intellectual property rights or third party, or pursuant to the law, to post and use the material in your User Submission, you may send a counter notification containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the material; and your name, address, telephone number, and e-mail address, along with a statement that you consent to the jurisdiction of the United States federal court in the commonwealth or state you are located or of the United States District Court for the Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter notification is received by the Copyright Agent, RL shall send a copy of such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or User posting such material. If no such infringement action is filed within such 10 business days, RL may, in its sole discretion, reinstate the removed material or cease disabling such material.

8.3       In accordance with the DMCA and other applicable law, RL shall, in appropriate circumstances, terminate access, at RL's sole discretion, of any User that RL finds to be a repeat infringer of others copyrights. RL may also, in its sole discretion, limit or fully terminate access to the Services of any User infringing the intellectual property rights of others, regardless of whether such User is repeat offender or not.

9.              Member Disputes. You are solely responsible for your interactions with other Users or members of the Services and the Administrator of that portion of the Site or Services where you are given access, as well as with the school, company or Organization related thereto. RL reserves the right, but has no obligation, to monitor disputes between you and other Users, Administrators, companies, Organizations or schools.

10.           Warranty Disclaimer. You agree that your use of the Services shall be at your sole risk. To the fullest extent permitted by law, RL, its officers, directors, employees, affiliates and agents disclaim all warranties, express or implied, in connection with the Services and your use thereof. RL makes no warranties or representations about the accuracy or completeness of the Content or User Submissions or the content of any sites linked to the Site or Services and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Services, Content or User Submissions, (iii) any unauthorized access to or use of our secure servers and/or any and all personal, institutional, technical, financial or other information stored therein, (iv) any interruption or cessation of transmission to or from our Services, (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Services by any third party, and/or (iv) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Services. RL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by any third party through the Services or any hyperlinked web site. Certain states limit the scope of disclaimers. Accordingly, these limitations may not apply to you.  RL does not and cannot represent, warrant, endorse, or guarantee any results or particular results or education from using the Services.

11.           Limitation of Liability. IN NO EVENT SHALL RL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE CONTENT OR USER SUBMISSIONS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, CONTENT, OR USER SUBMISSIONS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL, INSTITUTIONAL, TECHNICAL OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR USER SUBMISSIONS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR USER SUBMISSIONS POSTED, UPLOADED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT RL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES, POSTINGS OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES OR SITE OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES OR THE SITE OR ANY LINKS ON THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain states limit the scope of disclaimers. Accordingly, these limitations may not apply to you. You acknowledge that RL shall not be liable for User Submissions or any defamatory, offensive, bullying, harassing or illegal conduct of any other User, school, Organization, company, or any third party and that the risk of harm or damage from the foregoing rests entirely with you.

If the login or registration page or any other page of the Site or Services includes a beta test notification, you acknowledge that such beta launch is the first phase of a continuing effort to provide Users with a useful platform to provide the Services. As a beta launch, the Site and Services will continue to undergo refinement, testing and improvement. RL's goal with this beta launch is to provide a limited audience of Users with an opportunity to comment on and provide feedback to us on certain aspects of the Site or Services so that we can improve their look, feel and functionality in order to meet User needs. The beta Site or Services, or their software and all content found on them are provided on an “AS IS” and “AS AVAILABLE” basis. Notwithstanding any provision in these Terms of Use to the contrary, RL does not give any warranties, whether express or implied, as to the suitability, stability or usability of the beta Site or Services, or their software or any of their Content.

12.           Indemnity. You agree to defend, indemnify and hold harmless RL, its members, managers, employees, agents and affiliates, and their respective officers, directors, managers, employees and agents (collectively, “RL Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) your use of and access to the Services, including any User Submissions or Content; (ii) your violation of any term of these Terms of Use or the documents or policies referenced herein; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that one of your User Submissions caused damage to a third party; or (v) your violation of any law. This defense and indemnification obligation will survive these Terms of Use and your use of the Services. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify RL Indemnitees.

13.           Wireless Capabilities. The Services may offer certain features and services that are available to you via a wireless or mobile device. These features and services may include the ability to access the Services’ features and upload content to the Services, receive messages from the Services (the “Wireless Notifications”), and download applications to your wireless device (the “Wireless App”) (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features, for which you are solely responsible. Fees and charges may appear on your wireless bill or be deducted from your prepaid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues. Account information and features may be limited when using the Wireless Features.

14.           Terms of Wireless Features. You agree that some of the Wireless Features for which you are registered may send communications via such features or apps to your device regarding RL, Retainer Learning related matters or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Services for Wireless Notifications, then you agree to notify RL of any changes to your wireless contact information (including phone number) and update your accounts on the Services to reflect the changes. To stop any SMS text subscriptions from RL at any time, send a text message with STOP, END or QUIT to the program's mobile short code. Alternatively you may also log into your Account and change your notification settings. Your device must have text messaging capability to use any Wireless Notifications. To stop using other Wireless Features, you may need to update your account settings and/or delete the Wireless App from your device. By opting into any Wireless Features you represent that you are the owner of the device and that you are at least eighteen years old.

15.           Assignment. These Terms of Use, and any rights and licenses granted hereunder or by or through the Services, may not be transferred, sublicensed or assigned by you, but may be assigned by RL without restriction. Assignments made without RL's consent are void.

16.           Dispute Resolution; Informal Resolution AND Formal Resolution by Arbitration/Class Action Waiver.  In order to expedite and control the cost of disputes, you and RL agree that any legal or equitable claim regardless of whether based in contract, tort, strict liability or otherwise relating to or arising out of any use of the Services (referred to as a “Claim”) shall be resolved as follows:

16.1     Information Resolution. You and RL will first attempt to resolve any Claim informally. In the event that any dispute between RL and you arises out of or relates to use of the Services, these Terms of Use or to breach or enforcement, interpretation or validity of these Terms of Use, you and we agree to try to promptly resolve any such dispute informally through direct contact. Please send a written notice describing the dispute to: customerservice@retainerlearning.com

16.2     Formal Resolution by Arbitration; Class Action Waiver. READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY, IT LIMITS YOUR RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION BEFORE A JUDGE OR A JURY AND TO TAKE AN APPEAL. You agree that any dispute, controversy or Claim arising out of or relating to these Terms of Use, the applicability of these Terms of Use as to the use of the Services, or to breach or enforcement, interpretation or validity of these Terms of Use, or the determination of the scope or applicability of arbitration shall be governed solely by the Federal Arbitration Act.

If you and RL cannot resolve a Claim informally, any Claim asserted by either party will be resolved only by binding arbitration. By agreeing to arbitration, both you and RL understand and agree that all disputes shall be decided by an arbitrator and that you are waiving your rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle disputes. Instead of suing in court, both you and RL each agree to settle disputes (except certain small claims) only by arbitration. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A TRIAL BEFORE A JUDGE OR BEFORE A JURY AND RIGHT TO APPEAL THE DECISION OR AWARD MADE BY THE ARBITRATOR(S). The rules in arbitration are different from those in court proceedings. There is no judge or jury, and review is limited, but an arbitrator can award the same damages and relief, and must honor the same limitations stated in these Terms of Use as a court would.

The arbitration will be conducted under the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) and under the terms and rules set forth in these Terms of Use. If there is a conflict between JAMS Rules and the rules set forth in these Terms of Use, the rules set forth in these Terms of Use will govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to the law of the governing state. You and RL agree to pay the costs of the arbitration proceeding provided however that if you are a consumer you shall not be required to pay more than $250.00 of the fees or such amount as the JAMS Rules may later prescribe. All other fees, such as attorneys' fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held at a location in your home town area if possible, unless you and RL both agree to another location or telephonic arbitration. To initiate arbitration, you or RL must do each the following:

1.              Write a demand for arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.

2.              Send three copies of the Demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, 18881 Von Karman Avenue, Suite 350, Irvine, CA 92612.

3.              Send one copy of the Demand for Arbitration to the other party.

16.3     Special Rules in the arbitration proceeding. (i) The arbitrator has no authority to make errors of law and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator's decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. (ii) Neither you nor RL shall be entitled to join or consolidate claims in Arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. THIS MEANS THAT YOU WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN ANY CLASS OR CONSOLIDATED ACTION WHATSOEVER. Accordingly, you and RL agree that the JAMS Class Action Procedures do not apply to our arbitration. A court may sever any portion of this dispute resolution provision if it finds such provision unenforceable, except for the prohibition on class, representative and private attorney general arbitrations. Notwithstanding the obligation to arbitrate all Claims under these Terms of Use, you may assert an individual Claim in small claims court in lieu of arbitration.

17.           Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

RL and you agree that disputes, claims or controversies will be resolved on an individual basis, and that any claims brought under these Terms of Use in connection with the Services will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. RL and you further agree that RL and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms of Use or in connection with the Services.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in the Central District of California.

The terms of this provision will also apply to any claims asserted by you against any parent or affiliated company of RL to the extent that any such claims arise out of your access to, and/or use of the Services, and/or the provision of content, services, and/or technology on or through the Site or Services.

18.           Limited Time to File Claims: You and RL agree that any Claim arising out of your use of the Services will be asserted within one (1) year after the Claim first arises, or such Claim will be barred and may no longer be brought.

19.           Exclusions and Limitations; Consumer Protection Notice: If you are a consumer, the provisions in these Terms of Use are intended to be only as broad and inclusive as is permitted by the laws of your State of residence. If you are a New Jersey consumer, the terms of Sections 21 do not limit or waive your rights as a consumer under New Jersey law or under the law of your State of residence, and the provisions in these Terms of Use are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey or of your State of residence. In any event, RL reserves all rights, defenses and permissible limitations under the law of your State of residence.

Notwithstanding the foregoing, nothing in this Section 19 shall modify Subsections 16.2 and 17 (“Formal Resolution by Arbitration/Class Action Waiver” and “Class Action Waiver”).

20.           No Spam Policy. You understand and agree that sending unsolicited email advertisements to Users, which are expressly prohibited by these Terms of Use, may use or cause to be used servers located in New York or California, or both. Any unauthorized use of our servers or systems for spamming is a violation of these Terms of Use and may also be a violation of certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), Sections 5(a)(3) and (5) of the CAN-SPAM Act of 2003; Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her parents and agents to civil and criminal penalties.

21.           Governing Law, Location, Entire Agreement. These Terms of Use shall be governed by the Federal Arbitration Act 9 U.S.C. Sections 1-16, and by the laws of the State of California applicable to agreements made and to be performed entirely in such state. Choice of law rules that might cause the application of the laws of any other jurisdiction shall not apply. The applicable federal laws of the United States of America, including, without limitation, the Federal Arbitration Act shall also apply unless they permit state law to apply instead of the applicable federal law. Subject to the arbitration provisions set forth herein, you hereby submit to the jurisdiction of the Supreme Court of the State of California, sitting in the County of Los Angeles, and the United States District Court for the Central District of California sitting in Los Angeles, California in aid of arbitration and for purposes of compelling arbitration and enforcing any award or interim award of the Arbitrator(s). Subject to the arbitration provisions set forth herein you and we agree not to seek to transfer or dismiss any action or proceeding brought in such courts other than in furtherance of or to compel arbitration.

These Terms of Use, together with the Organization Terms (if applicable), Retainer Learning Privacy Policy, and any other documents or policies referenced herein or in the Retainer Learning Privacy Policy and Organization Terms (if applicable) constitute the entire agreement between you and RL regarding the use of the Site, Services and the content, your ability to post, upload, edit, view and share User Submissions, and Services provided on the Site, platform or otherwise, superseding any prior agreements between you and RL relating to the subject matter hereof. Neither party has relied upon any statement by the other or by any third party that is not contained in these Terms of Use, the Privacy Policy or in any other legal notices, usage rules, conditions or guidelines located within the Site. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in arbitration proceedings, and in any judicial or administrative proceedings based upon, arising out of or relating to the Services or this Agreement to the same extent and subject to the same conditions, as other business documents and records originally generated and maintained in printed forms. By accessing or using the Services, registering as a User or clicking through to the Services you agree to be bound by the terms hereof.

22.           California Consumer Rights. Residents of California are entitled to the following specific consumer rights information: You may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.

23.           Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all WiFi, digital, Internet service provider, SMS, mobile service, and other services needed for your access to and use of the Site and the Services. You will be solely responsible for all charges related to them. You are also solely responsible for maintaining and using adequate up to date firewalls, virus and malware blocking software on each of your devices. Upload and down load speeds may vary from device to device, and may be affected by a variety of factors, including your location and the bandwidth and speed of your mobile service, Internet or WiFi connection. The time it takes to begin accessing or viewing content will also vary based on a number of factors, including your location, connectivity, available bandwidth at the time, virus and malware protections you have in place and the configuration of your device. RL makes no representations or warranties about the upload or down load speeds you will experience or the quality of your viewing experience on any device.

Your wireless provider may charge for use of any mobile features, including fees for receipt of SMS and text messages or data transmission. In order to receive mobile features, your wireless provider may require you to subscribe to additional services, which may require additional fees. These are not RL’s, your Organizations’, your school’s, or company’s fees. You should contact your wireless provider before you sign up for any mobile features to determine what fees, if any, will be charged by it.

24.           Additional Terms Applicable for Users of Apple iOS. If you are accessing or using the Services through an Apple device, the following applicable additional terms and conditions are applicable to you and are incorporated into the Terms of Use by this reference:

24.1     To the extent that you are accessing the Services through an Apple device, you acknowledge that these Terms of Use are entered into between you and RL and, that Apple, Inc. (“Apple”) is not a party to these Terms of Use but may be deemed to be a third-party beneficiary as contemplated below.

24.2     The license granted to you under these Terms of Use is subject to the permitted Usage Rules set forth in the App Store Terms of Services (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Services.

24.3     You acknowledge that RL, and not Apple, is responsible for providing the Services and RL content thereof. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.

24.4     Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and RL, RL, and not Apple is responsible for addressing any Claims you may have relating to the Services, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Services fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Further, you agree that if the Services, or your possession and use of the Services, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

24.5     You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms of Use, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof.

24.6     When using the Services, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Services. Notwithstanding the foregoing to the contrary, RL makes no representation or warranty that the Services are compatible with any third-party system, platform, technology or otherwise.

25.           Force Majeure. Neither RL nor any Organization, school, company or Administrator will be liable for, or will be considered to be in breach of or default under this agreement on account of, any delay or failure to perform as required by these Terms of Use as a result of any causes or conditions that are beyond such person’s, group’s or Organization’s reasonable control (except for payment obligations to RL which shall not be excused). If any such force majeure event occurs, RL or the applicable Organization, school, company or Administrator, once it becomes aware of the force majeure event, shall endeavor to (i) give prompt notice to RL and the Organizations and individuals by a notice posted on the applicable Official Page or on the Site home page and the projected duration thereof, if known, and (ii) if a school, company or Administrator, (A) use reasonable diligence to minimize the impact of the event, and (B) resume performance promptly following the cessation of the force majeure event.

26.           Invalidity and Waiver. If any provision of these Terms of Use is deemed invalid or unenforceable by a court of competent jurisdiction, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and RL’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

27.           Telephone/Chatroom Communications. Telephone communications and chat room conversations with us, including calls with any of our agents or independent contractors, may be routinely monitored or recorded. You expressly consent, on behalf of yourself, your minor children and other users of your Services Credentials, computer and telephone number, to being monitored or recorded. By providing us with a phone number (including mobile) as your contact number, you expressly authorize us to contact you regarding your membership and User account for non-telemarketing communications, via text message or telephone, including the use of prerecorded or auto-dialed calls, using that number.

28.           Termination/Exclusion. We reserve the right, in our sole discretion, to revoke, terminate or suspend any and all privileges associated with accessing the Services for any reason or for no reason whatsoever including improper use of this Site, Services or failure to comply with these Terms of Use, and to take any other action we deem appropriate.

29.           User Suggestions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to RL are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify, edit or otherwise use your submissions. RL shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.

30.           Questions; Comments. If you have any questions or comments on the Services or become aware of misuse of the Services by any person, please contact us at customerservice@retainerlearning.com or at the following address:

Retainer Learning LLC

923 S. 1100 E.

Springville, Utah 84663

(Attn: User Comments.)

31.           Effective Date. These Terms of Use are effective as of February 1, 2023.