Project Wisdom, Inc. (“Project Wisdom”) provides a subscription service that allows our members to access educational content (“Project Wisdom material”) over the Internet.

You have accepted these Terms of Use, which govern your use of our service.

As used in these Terms of Use, “Project Wisdom service”, “our service” or “the service” means the service provided by Project Wisdom for discovering and accessing Project Wisdom material, including all features and functionalities, recommendations and reviews, our websites, and user interfaces, as well as all content and software associated with our service.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 7 TO RESOLVE ANY DISPUTES WITH PROJECT WISDOM (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).

1. Membership

1.1. Your Project Wisdom membership will continue and automatically renew until terminated. To use the Project Wisdom service you must have Internet access and provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews in order to avoid billing of the membership fees for the next billing cycle to your Payment Method (see “Cancellation” below).

1.2. We may offer a number of membership plans, including memberships offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your Project Wisdom membership by visiting the Project Wisdom.com website and clicking on the “Account” link available at the top of the pages under your profile name.

2. Promotional Offers.

2.1 We may from time to time offer special promotional offers, plans or memberships (“Offers”). Offer eligibility is determined by Project Wisdom at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. Members of schools with an existing or recent Project Wisdom membership may not be eligible for certain introductory Offers. We may use information such as school name, method of payment or an account email address used with an existing or recent Project Wisdom membership to determine Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you

3. Billing and Cancellation

3.1. Billing Cycle. The membership fee for the Project Wisdom service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the “Account” page. Membership fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid membership began on a day not contained in a given month. If you signed up for Project Wisdom using your account with a third party as a Payment Method, you can find the billing information about your Project Wisdom membership by visiting your account with the applicable third party.

3.2. Payment Methods. To use the Project Wisdom service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

3.3 Updating your Payment Methods. You can update your Payment Methods by going to the “Account” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

3.4. Cancellation. You can cancel your Project Wisdom membership at any time, and you will continue to have access to the Project Wisdom service through the end of your billing period. To cancel, go to the “Account” page on our ProjectWisdom.com website and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. If you signed up for Project Wisdom using your account with a third party as a Payment Method and wish to cancel your Project Wisdom membership, you may need to do so through that third party, for example by visiting your account with the applicable third party and turning off auto-renew, or unsubscribing from the Project Wisdom service through that third party.

3.5. Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes or changes to your subscription plan will take effect following notice to you.

3.6. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used membership periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

4. Project Wisdom Service

4.1. You must be at least 18 years of age to become a member of the Project Wisdom service.

4.2. The Project Wisdom service and any content accessed through our service are for your school-related use only and may not be shared with individuals beyond your school. During your Project Wisdom membership, we grant you a limited, non-exclusive, non-transferable right to access the Project Wisdom service and Project Wisdom material through the service. Except for the foregoing, no right, title or interest shall be transferred to you. You agree not to use the service for public functions.

4.3. The Project Wisdom service, including the content library, is regularly updated. In addition, we continually test various aspects of our service, including but not limited to our websites, user interfaces, promotional features and availability of Project Wisdom material.

4.3. You agree to use the Project Wisdom service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized in these Terms of Use, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Project Wisdom service. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Project Wisdom service; use any robot, spider, scraper or other automated means to access the Project Wisdom service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Project Wisdom service; insert any code or product or manipulate the content of the Project Wisdom service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Project Wisdom service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

5. Passwords and Account Access.

5.1 The member who created the Project Wisdom account and whose Payment Method is charged (the “Account Owner”) is responsible for any activity that occurs through the Project Wisdom account. To maintain control over the account and prevent anyone from accessing the account (which could include information on viewing history for the account), the Account Owner should maintain control over the devices that are used to access the service and not reveal the password or details of the Payment Method associated to the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, Project Wisdom or our partners from identity theft or other fraudulent activity. Project Wisdom is not obligated to credit or discount a membership for holds placed on the account by either a representative of Project Wisdom or by the automated processes of Project Wisdom. If you fail to log out or deactivate your device, subsequent users may access the Project Wisdom service through your account and may be able to access certain of your account information.

6. Disclaimers of Warranties and Limitations on Liability

6.1. THE PROJECT WISDOM SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE PROJECT WISDOM SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROJECT WISDOM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PROJECT WISDOM SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. PROJECT WISDOM SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, WEBSITES, AND PROJECT WISDOM SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

6.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL PROJECT WISDOM, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

6.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

6.4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

7. Arbitration Agreement

7.1. You and Project Wisdom agree that any dispute, claim or controversy arising out of or relating in any way to the Project Wisdom service, the Project Wisdom License Agreement, or these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Project Wisdom are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Project Wisdom membership.

7.2. If you elect to seek arbitration or file a small claim court action, you must first send to Project Wisdom, by certified mail, a written Notice of your claim (“Notice”). The Notice to Project Wisdom must be addressed to: General Counsel, Project Wisdom, Inc., 2340 E. Trinity Mills Rd., Suite 300, Carrollton, TX 75006 (“Notice Address”). If Project Wisdom initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Project Wisdom, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Project Wisdom and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Project Wisdom may commence an arbitration proceeding or file a claim in small claims court.

7.3. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org.

7.4. The arbitration will be governed by the Consumer Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Project Wisdom and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law.

7.5. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Project Wisdom’s last written settlement offer made before an arbitrator was selected (or if Project Wisdom did not make a settlement offer before an arbitrator was selected), then Project Wisdom will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

7.6. YOU AND PROJECT WISDOM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Project Wisdom agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

8. Miscellaneous

8.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of Texas, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.

8.2. Unsolicited Materials. Project Wisdom does not accept unsolicited materials or ideas for Project Wisdom material, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Project Wisdom. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Project Wisdom and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

8.3. Feedback. Project Wisdom is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (“Feedback”), including responses to questionnaires or through postings to the Project Wisdom service, including our websites and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Project Wisdom service. In addition, you agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.

8.4. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

8.6. Changes to Terms of Use and Assignment. Project Wisdom may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided however, for existing members, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable Project Wisdom service.

8.7. Communication Preferences. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.