WEBSITE TERMS-OF-USE AGREEMENT

MYNERVA, INC. (“MYNERVA”) WELCOMES YOU TO https://mynerva.io (the “Site”). WE ASK THAT YOU READ THE FOLLOWING TERMS OF USE, WHICH CONSTITUTE A LICENSE THAT COVERS YOUR USE AND ACCESSIBILITY OF THE SITE AND ANY TRANSACTIONS THAT YOU ENGAGE IN THROUGH THIS SITE (“AGREEMENT”). BY ACCESSING, VIEWING, OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE WITH THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THIS SITE.

USE OF SITE

This Site is provided solely for the use of current and future users of ours to provide you with information about our company, to permit you to use our platform, products and services (collectively, “Services”), and to enable you to contact us with any questions or comments that you may have. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. Subject to the terms and conditions of this Agreement, Mynerva grants to you a non-exclusive, non-sublicensable, non-transferable license, during the term of this Agreement to access, use, perform, and digitally display the Services in accordance with this Agreement.

LIMITATIONS AND LICENSE RESTRICTIONS

By way of example, you should not use any features of this Site that permit communications or postings to post, transmit, display, or otherwise communicate:

any defamatory, threatening, obscene, harassing, or otherwise unlawful information;

any advertisement, solicitation, spam, chain letter, or other similar type of information;

any encouragement of illegal activity;

unauthorized use or disclosure of private, personally identifiable information of others; or

any materials subject to trademark, copyright, or other laws protecting any materials or data of others in the absence of a valid license or other right to do so.

You agree that you will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the platform or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Materials, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Services or Materials except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Software to any individual other than a User employee, except as expressly allowed herein, (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) use any trademark, tradename, or brand name of Mynerva’s in metatags, keywords or hidden text; (m) use any portion of the Services or Site in any manner that may give a false or misleading impression, attribution, or statement as to Mynerva, or any third party; (n) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (o) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Materials; (p) access, tamper with, or use non-public areas of the Services, Mynerva’s computer systems, or the technical delivery systems of Mynerva’s providers; (q) violate any applicable law or regulation; or (r) use the Services, or any portion thereof, in any manner not permitted by this Agreement.

REGISTRATION AND YOUR INFORMATION

If you want to use certain features of the Services, you will have to create an account ("Account"). You can do this via the Site. You must provide a name, email address, and any other information requested in order to complete the signup process and register your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. PAYMENT TERMS You may access the Services either via a third party’s license to the Services on your behalf or directly licensing the Services from Mynerva. If you decide to directly license the Services from Mynerva, in consideration for the license righted granted under this Agreement to you by Mynerva, you will pay via credit card to Mynerva all fees set forth on the pricing page for the Services licensed on the Site. All fees due hereunder in connection with the Services are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. In the event that you or the third party does not pay the applicable license fees, the license to the Services will be revoked.

SITE CONTENTS AND OWNERSHIP

The information contained on this Site, including all images, designs, photographs, writings, graphs, data, and other materials (“Materials”) are the property of Mynerva or the applicable licensor and are protected by copyrights, trademarks, trade secrets, or other proprietary rights. Permission is granted to display, copy, distribute, download, and print portions of this Site solely for the purposes of using this Site for the authorized uses described above. You must retain all copyright and other proprietary notices on all copies of the Materials. You shall comply with all copyright laws worldwide in your use of this Site and prevent unauthorized copying of the Materials. Except as provided in this Agreement, we do not grant you any express or implied right in or under any patents, trademarks, copyrights, or trade secret information.

USER GENERATED CONTENT OR INFORMATION

For purposes of this Agreement, “Content” means any Content that any Account holders (including you) provide to be made available through the Services. You grant us, including our Providers, a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, modify, re-format, re-arrange, and distribute your Content provided to or through this Site or any other product or service provided by us. This license is limited to the purpose of us and our Providers, performing research related to the effectiveness of this Site and related teaching techniques, evaluating the performance of users on the Site, providing this Site, the Materials, and our products and Services to you and other users and customers. This license includes the right to share this Content with any research partner of Mynerva, or any licensee of rights in this Site.

AGGREGATE DATA USAGE

You acknowledge and agree that Mynerva may (i) collect anonymous usage and performance data with respect to your use of the Services, and the performance of the Services in connection with your use; and (ii) analyze your Content on an anonymous aggregate basis, in each case for the purposes of measuring and analyzing usage and performance of, and improving, testing and providing, the Services and additional services. Mynerva will use and disclose (and you hereby authorize Mynerva to use and disclose) this data in aggregate form (i.e., data aggregated from various users’ use of the Services, but not specifically identifying you).

DISCLAIMER OF WARRANTY

You expressly agree that use of this Site is at your sole risk. Neither we, our affiliates, nor any of our officers, directors, employees, agents, third-party content providers, or licensors (collectively, “Providers”), or the like, warrant that this Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Site, or as to the accuracy, completeness, reliability, security, or currency of the Materials. The Materials may contain errors, omissions, inaccuracies, or outdated information. Further, we do not warrant reliability of any statement or other information displayed or distributed through the Site. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Site. We may make any other changes to this Site, the Materials and the products, programs, services, or prices (if any) described in this site at any time without notice. THIS SITE AND THE INFORMATION, CONTENT, AND MATERIALS ON THIS SITE ARE PROVIDED ON AN “AS IS, “WHERE IS,” AND “WHERE AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THIS SITE OR YOUR USE OF THIS SITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW APPLIES TO THIS AGREEMENT.

INDEMNIFICATION

You will indemnify and hold harmless Mynerva, any of its third party licensors, and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Materials, (ii) your Content, or (iii) your violation of the terms of this Agreement.

LIMITATION OF LIABILITIES

YOU AGREE THAT WE AND OUR PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, A NEGLIGENT ACT, SHALL WE OR ANY OF OUR PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS SITE, YOUR USE OF, OR INABILITY TO USE, THIS SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER WE OR ANY OF OUR PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THERE IS NO LIABILITY WHATSOEVER FOR ANY OF MYNERVA’S THIRD PARTY LICENSORS, INCLUDING THE UNIVERSITY OF MICHIGAN.

IN NO EVENT WILL MYNERVA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED ($100) DOLLARS.

NO USE BY MINORS

You may use the Services only if you are over the age of majority in your jurisdiction. The Services are not directed to people under the age of 13. If you become aware that your child has provided us with personal information without your consent, please contact us at help@mynerva.io. We do not knowingly collect personal information from children under 13. If we become aware that a child under 13 has provided us with personal information, we take steps to remove such information and terminate the child’s account.

PRIVACY POLICY

Click here to access our Privacy Policy governing the use of information that we obtain from you through your use of this website.

DMCA/COPYRIGHT INFRINGEMENT NOTIFICATION

Pursuant to 17 U.S.C. § 512(c)(3), to file a copyright infringement notification with us, please send a written communication that substantially includes the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are alleged to have been infringed under a single notification, a representative list of such works.

Identification of the material that is claimed to be infringing, or to be the subject of infringing activity, and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs is the best way to help us locate content quickly.

Information reasonably sufficient to permit us to contact you as the complaining party, such as an address, telephone number, and, if available, an email address at which you may be contacted. Providing an email address is the best way for us to contact you quickly.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

A 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. Such written notice should be sent to our designated agent as follows: help@mynerva.io

PLEASE NOTE THAT UNDER 17 U.S.C. § 512(F) ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING MAY BE SUBJECT TO LIABILITY. PLEASE ALSO BE ADVISED THAT WE ENFORCE A POLICY THAT PROVIDES FOR THE TERMINATION OF THE ACCOUNTS OF USERS WHO ARE REPEAT INFRINGERS.

COUNTER- NOTIFICATION

Pursuant to 17 U.S.C. § 512(g)(3), if you have been notified that material posted by you has been removed from the our website subject to a copyright infringement notification above, you may elect to send us a counter notice that such removal was done so by mistake or misidentification. To be effective, such counter notice must be a written communication that substantially includes the following information:

  • A physical or electronic signature of the subscriber.
  • 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 access to it was disabled.
  • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  • The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for the judicial district in which we are located, and that the subscriber will accept service of process from the person who provided the original copyright infringement notification or an agent of such person. Such written notice should be sent to our designated agent at help@mynerva.io

PLEASE NOTE THAT UNDER 17 U.S.C. § 512(F) ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.

LIMITATIONS ON CLAIM

Any cause of action you may have with respect to your use of this Site must be commenced within one year after the claim or cause of action arises.

TERM AND TERMINATION

The term of this Agreement commences when you create an Account with Mynerva, and shall continue in accordance with the applicable payment terms of this Agreement, unless otherwise terminated in accordance with the terms of this Agreement or the third party license that secured the Services on your behalf is terminated (“Term”). Without limiting its other remedies, we may immediately discontinue, suspend, terminate, or block your and any user’s access to this Site and Services at any time in our sole discretion at any time and without notice to you. You may cancel or delete your account at any time by help@mynerva.io. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of this Agreement will survive: site content and ownership, aggregate date usage, user generated content, hyperlink disclaimers, disclaimer of warranty, limitations on claim, limitations of liability, indemnification, privacy policy, confidentiality, and feedback.

HYPERLINK DISCLAIMERS

As a convenience to you, we may provide on this Site links to websites operated by other entities (collectively the “Linked Sites”). If you use any Linked Sites, you will leave this Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links) are not maintained, controlled, or otherwise governed by us. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by us. We do not endorse, make any representations regarding, or warrant any information, goods, and/or services appearing and/or offered on any Linked Site, other than linked information authored by us. Links do not imply that we or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of ours or any of its affiliates or subsidiaries. Except for links to information authored by us, we are neither responsible for nor will it be liable under any theory based on (i) any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business on them, you do so at your own risk. You acknowledge sole responsibility for and assume all risk arising from, your use of any Linked Sites or resources. We reserve the right to discontinue any Linked Site at any time without prior notice. Please contact the webmasters of any Linked Sites concerning any information, goods, and/or services appearing on them.

CONFIDENTIALITY

During the term of this Agreement, Mynerva may provide you with certain information regarding Mynerva’s business, technology, products, or Services or other confidential or proprietary information (collectively, “Confidential Information”). Confidential Information must be marked or identified as “confidential” by Mynerva, unless the information should reasonably be understood by the receiving party to be confidential or proprietary under the circumstances. Regardless of whether so marked or identified, all information that would reasonably be considered confidential to Mynerva, will be considered Confidential Information of Mynerva. The platform and all enhancements and improvements thereto will be considered Confidential Information of Mynerva. You agree that you will not use or disclose to any third party any Confidential Information of Mynerva, except as expressly permitted under this Agreement. In addition, you will protect Mynerva’s Confidential Information from unauthorized use, access, or disclosure in the same manner that you protects your own proprietary information of a similar nature, but in no event with less than reasonable care. At Mynerva’s request or upon termination of this Agreement, you will return to Mynerva or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that you do not have a continuing right to use under this Agreement. The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of yours; (b) is lawfully provided to you by a third party free of any confidentiality duties or obligations; (c) was already known to you at the time of disclosure; or (d) you can prove, by clear and convincing evidence, was independently developed by individuals who had no access to the Confidential Information. In addition, you may disclose Confidential Information to the extent that such disclosure is necessary for you to enforce your rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that you promptly notify Mynerva in writing of such required disclosure and cooperate with Mynerva if Mynerva seeks an appropriate protective order. FEEDBACK We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at help@mynerva.io. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

CONTROLLING LAW, JURISDICTION, AND INTERNATIONAL USERS

This Agreement is governed by and shall be construed in accordance with the laws of the State of Michigan, U.S.A., without reference to its conflict-of-law provisions. We make no representation that the materials are appropriate or available for use outside the United States. If you access this Site from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of this Site. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Washtenaw County, Michigan for any disputes with us arising out of your use of this Site.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and us with respect to this Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to this Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason, a court of competent jurisdiction finds any provision of this Agreement or portion of it to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

MODIFICATIONS TO AGREEMENT

We may revise this Agreement at any time and you agree to be bound by the revised Agreement. Any such modifications will become effective on the date they are first posted to this Site. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. We do not and will not assume any obligation to notify you of changes to this Agreement.

ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

You agree to be bound by any affirmation, assent, or agreement you transmit through this website, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

NOTICES

Any notices or other communications provided by Mynerva under this Agreement, including those regarding modifications to these terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

ASSIGNMENTS

You may not assign or transfer this Agreement, by operation of law or otherwise, without Mynerva’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Mynerva may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.