LiveSchool, Inc. (“LiveSchool”) is a developer and provider of a school-wide behavior management application (the “LiveSchool Service” or “Service”). This LiveSchool User Agreement (”Agreement”) is between LiveSchool and you (hereinafter referred to as “User”, “You”, or “you”). By using the Service, you hereby represent and warrant that you are either:
(i) an instructor, teacher, administrator, staff member, employee, or other authorized representative of an educational institution located in the United States (each, a “Site”); or
(ii) a student or parent/guardian who has been provided access to the Service by a Site that has authorized your use of the Service.
You further represent that you are at least eighteen (18) years old or are accessing the Service under the supervision of a parent, guardian, or authorized school representative.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. This Agreement governs your use of the Service and affects your legal rights and obligations. Any one of the following actions by you will constitute your acceptance of this Agreement:
(i) Completing the account sign up or account verification process;
(ii) If you are a School or District, by approving and/or paying an invoice issued by LiveSchool
for the Service, to the extent you have the authority to do so on behalf of the School or District; or
(iii) In the case of a parent, by accessing the LiveSchool Service through your assigned access code;
By performing any of these actions, you accept the terms of this Agreement, and you agree to and are bound by the terms, conditions, policies and notices contained in this Agreement, including without limitation: conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, arbitration and a choice of Tennessee law. You agree that use of any third-party features, services, or content either in, or accessible in connection with the Service, shall be subject to any applicable third party terms and conditions, disclaimers and disclosures.
YOU ACKNOWLEDGE AND CONFIRM THAT (A) YOU HAVE READ AND UNDERSTAND ALL OF THE ABOVE TERMS, CONDITIONS, POLICIES, PROVISIONS, DISCLOSURES AND DISCLAIMERS, (B) THAT THIS AGREEMENT HAS THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT, AND (C) THAT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS HEREOF.
WE MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME. PLEASE PERIODICALLY REVIEW THIS AGREEMENT POSTED ON THE SERVICE BECAUSE YOUR USE OF THE SERVICE IS GOVERNED BY THIS AGREEMENT. TO THE EXTENT ANY MODIFICATION TO THIS AGREEMENT MATERIALLY AFFECTS YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, AN UPDATE NOTICE WILL BE SENT TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT.
1.1 Subject to the terms and conditions herein, LiveSchool hereby grants User a limited, revocable, personal, non-exclusive, non-transferable right to access and use the Service during the applicable term. User agrees to provide all requested assistance to LiveSchool in the implementation and functionality of the Service.
1.2 If you have signed up to use the Service on a free trial basis, LiveSchool may terminate this Agreement and your access to the Service upon the end of the trial period designated by LiveSchool in its sole discretion. User acknowledges and agrees that the Service offered on a free trial basis may not include all features and functionality offered under a paid subscription basis.
1.3 You represent and warrant to LiveSchool that: (i) all registration and account information you submit is accurate and truthful; (ii) if you are accepting this Agreement on behalf of a Site or other legal entity, you have the authority to bind that Site or legal entity to this Agreement; and (iii) you are legally permitted to use and access the Service, have permission from your Site to enter into this Agreement and use the Service, and have all necessary rights and consents to provide to LiveSchool any and all information, data and materials you submit through or using the Service. You acknowledge and agree that you take full responsibility for your use of and access to the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions. If you are a Site Leader, in order to set up a Site-Wide Account and use the Service, you agree that you are responsible for the acts and omissions of all users under the Site-Wide Account.
1.4 LiveSchool is able to enter into Data Sharing Agreements or state-specific Student Data Privacy Agreements when required by a School or District. If a Data Sharing Agreement is in place and any of its terms conflict with this User Agreement, the terms of the Data Sharing Agreement will control to the extent of the conflict.
1.5 LiveSchool reserves all rights with respect to the Service. LiveSchool may from time to time modify, change and/or remove any functionality available through the Service. Unless applicable law gives you more rights despite this limitation, you may use the Service only as expressly permitted in this Agreement. In doing so, you must comply with any technical limitations in the Service that only allow you to use it in certain ways and you agree to comply with all laws, rules and regulations applicable to your use of the Service. You agree not to provide access to the Service to any third party, in whole or in part, except as expressly allowed by an authorized representative of LiveSchool. You agree not to rent, lease, distribute, lend or use the Service for commercial purposes.
1.6 To the extent that User provides any information, including but not limited to personal information or information related to any student of the Site, to LiveSchool or its representatives, or accesses or seeks access to any such information through the Service, User represents, warrants and covenants that (i) User is providing or accessing only User’s own information or the information of others which User is authorized to provide to third parties, and User has all required consents and permissions required to share such information with LiveSchool; and (ii) the use of such information by LiveSchool and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties, or violate any applicable law, rule or regulation, including without limitation the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232(g) and rules and regulations promulgated thereunder. You represent and warrant that your use of the Service will comply with all applicable federal and state laws and regulations.
2.1 LiveSchool maintains administrative, technical, and physical safeguards designed toprotect the security, confidentiality, and integrity of Customer Data, includingStudent Data, processed through the Service. These safeguards reflect industry-standard practices appropriate for K-12 educational environments.LiveSchool’s current data privacy and security practices, including informationregarding data handling, encryption, access controls, student data deletion, andincident response procedures, are described in LiveSchool’s Security and PrivacyPractices, available at:https://help.whyliveschool.com/en/articles/6386790-data-security-and-privacyThese Security and Privacy Practices are incorporated into this Agreement byreference. LiveSchool may update the Security & Privacy Practices from time to time,provided that such updates do not materially reduce the overall level of protectionfor Customer Data.
2.2. If you are a parent and your child’s school uses the LiveSchool Service, you may request: (i) a description of the types of personal information about your child that are collected through the Service; (ii) access to and copies of that personal information; (iii) corrections or deletions of that personal information; or (iv) to express your preferences regarding the collection and use of your child’s personal information. All such requests must be made to your child’s school, which maintains and controls your child’s educational records. LiveSchool will only access, use, modify, or delete personal information at the direction of the school.
The School or District retains ownership and control of Student Data and isresponsible for the accuracy of such data and for determining which individuals areauthorized to access the Service.
LiveSchool is responsible for implementing and maintaining administrative,technical, and physical safeguards designed to protect Student Data againstunauthorized access, disclosure, or use, as described in LiveSchool’s Security &Privacy Practices.
If you're subject to regulations and you use our Service, then we won't be liable if our Service doesn't meet those requirements. By agreeing to this Agreement and without limiting the terms of Section 6 of this Agreement, you agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of laws or regulations.
USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE EXTENT USER SUBMITS, PROCESSES OR TRANSMITS ANY EDUCATION RECORDS OR PERSONALLY IDENTIFIABLE INFORMATION OF A STUDENT (AS SUCH TERMS ARE DEFINED IN 34 CFR § 99.3) IN OR THROUGH THE SERVICE, USER HAS OBTAINED ALL NECESSARY PERMISSIONS, CONSENTS, LICENSES AND AUTHORIZATIONS NECESSARY TO TRANSMIT, UPLOAD AND OR/USE EDUCATION RECORDS AND/OR STUDENT PERSONALLY IDENTIFIABLE INFORMATION IN CONNECTION WITH THE SERVICE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT.
LIVESCHOOL HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE USE OR TRANSMISSION OF EDUCATION RECORDS AND/OR STUDENT PERSONALLY IDENTIFIABLE INFORMATION IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT.
User acknowledges and agrees that each User and Site have certain obligations to ensure functioning of the Service, including but not limited to using supported hardware and software, ensuring adequate internet connection and bandwidth, and allowing internet traffic to and from the Service is allowed under network security rules.
As a condition of use of the Service, User agrees that in the event of an error in the Service, a designated LiveSchool representative shall, in LiveSchool’s sole discretion, be permitted to access User personal information as reasonably necessary to correct such error and to ensure continued service levels.
User understands that the Service may contain errors, “bugs”, and other problems, which may result in system failure or failure in the use of the Service, or loss of data. The Service may not be continuously available due to maintenance or repairs or due to computer, equipment or device problems or crashes, disruption in Internet service or other unforeseen circumstances beyond LiveSchool’s control. Further, a reference to a product or service on or in the Service does not imply that such product or service is or will be available. The Service, including without limitation all documentation, training and guidance materials provided to or accessed by User in connection with the Service (collectively, “Documentation”), is provided to User “AS IS”, “WITH ALL FAULTS”, and LiveSchool disclaims any warranty or liability obligations to User of any kind. Without limiting the foregoing, User acknowledges and agrees that in no event shall LiveSchool be responsible or liable for (i) maintaining, storing or transmitting data generated through User’s use of the Services, including without limitation data input by User regarding students’ behavior; and (ii) any changes or modifications to settings for the Service or modified functionality in connection with the Site’s adoption of and subscription to the fee-based model of the Service. THE SERVICE AND DOCUMENTATION ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OF AN EDUCATOR, TEACHER OR SCHOOL DISTRICT OR SITE ADMINISTRATOR. LIVESCHOOL DOES NOT MAKE ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR CONDITION OF ANY KIND FOR THE SERVICE AND/OR DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION WITH REGARD TO THE SERVICE’S AND/OR DOCUMENTATION’S PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY, NON-INFRINGEMENT, DATA OR SYSTEM INTEGRITY, DATA ACCURACY, OR RESULTS THAT MAY BE OBTAINED FROM OR THROUGH THE SERVICE AND/OR DOCUMENTATION .
IN NO EVENT WILL LIVESCHOOL OR ANY OF ITS REPRESENTATIVES BE LIABLE TO USER OR ANY OTHER PARTY FOR PUNITIVE, EXEMPLARY, INCREASED OR AGGRAVATED DAMAGES OR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOSS OF PROFITS OR INVESTMENT, LOSS OF BUSINESS, CORRUPTION, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF LIVESCHOOL OR ANY OF ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER ACKNOWLEDGES AND AGREES THAT IT BEARS THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, RELIABILITY AND PERFORMANCE OF THE SERVICE AND DOCUMENTATION AND THE USE AND TRANSMISSION OF ALL DATA THAT USER UPLOADS, SUBMITS OR ACCESSES THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION EDUCATION RECORDS AND/OR STUDENT PERSONALLY IDENTIFIABLE INFORMATION.
IT IS USER’S SOLE RESPONSIBILITY TO BACK-UP ALL DATA, INCLUDING WITHOUT LIMITATION EDUCATION RECORDS AND PERSONAL INFORMATION, INPUT, SUBMITTED OR OTHERWISE PROVIDED THROUGH THE SERVICE BY USER, AND USER ACKNOWLEDGES AND AGREES THAT LIVESCHOOL SHALL NOT BE RESPONSIBLE OR LIABLE FOR PROVIDING ANY COPIES THEREOF TO USER. IF USER IS USING THE SERVICE ON A FREE TRIAL BASIS, USER ACKNOWLEDGES AND AGREES THAT UPON CONCLUSION OR TERMINATION OF THE TRIAL PERIOD OR TERM, AND IN THE EVENT THE SITE LEADER TRANSFERS OWNERSHIP OR CONTROL OF THE SITE-WIDE ACCOUNT, ANY AND ALL DATA, INCLUDING WITHOUT LIMITATION EDUCATION RECORDS AND PERSONAL INFORMATION, INPUT, SUBMITTED OR OTHERWISE PROVIDED THROUGH THE SERVICE BY USER MAY BE DELETED AND DESTROYED, AND COPIES OF SUCH INFORMATION AND DATA MAY NOT BE AVAILABLE TO SHARE WITH USER.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO USER. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND LIVESCHOOL BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, LIVESCHOOL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER INCURRED WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY INCURRED FROM MULTIPLE RELATED OR UNRELATED CLAIMS ARISING UNDER THIS AGREEMENT, WILL NOT EXCEED THE AMOUNT OF THE FEES PAID BY THE SCHOOL OR DISTRICT TO LIVESCHOOL FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
4.1 The Service may include comments capabilities, bulletin boards and other interactive areas (“Interactive Areas”) on or in the Service. You are solely responsible for your own communications, comments, submissions and posted materials and the consequences of posting those communications, comments, submissions and materials, including without limitation any and all education records (as that term is defined FERPA 34 CFR § 99.3) you create or that are created under your account in connection with the Service (collectively, “Material”). We do not assume any responsibility for the truthfulness, accuracy or reliability of any Material posted on any Interactive Area, or of consequences of any Material or Interactive Area communications on or arising from use of the Service.
4.2 You are solely responsible for your interaction with other users of the Service, whether online or offline. You acknowledge and agree that Material you submit or upload may be searchable and viewable by LiveSchool and other users employed by the Site. You agree that LiveSchool is not responsible or liable for the conduct of any user. LiveSchool reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post any Material on any Interactive Area.
4.3 User acknowledges and agrees that User may be providing certain feedback, statements, suggestions and ideas (“Ideas”) to LiveSchool, directly or through a third party, in connection with User’s use of the Service, which LiveSchool may use in future modifications to the Service, multimedia works and/or advertising and promotional materials relating thereto. In addition, User acknowledges and agrees that LiveSchool will have access to certain analytic and demographic data (“Data”) with respect to User’s use of the Service. In consideration of your access to the Service, User hereby irrevocably assigns to LiveSchool any and all rights, title and interest in any Ideas and Data, including but not limited to any copyright, patent right, moral right, and all other intellectual property rights. You agree to execute and deliver such other documentation and take such actions as LiveSchool may deem necessary or desirable to carry out and/or effectuate the assignment of rights in and to the Ideas and Data set forth in this section and assist LiveSchool in exercising all rights and enjoying all benefits with respect thereto.
4.4 User acknowledges and agrees that submission of Material, Ideas and Data to LiveSchool, either orally or in writing, will not in any way establish a confidential relationship with LiveSchool, nor will it place LiveSchool in the position of receiving a disclosure in trust. LiveSchool will not be obligated and makes no commitment to treat or maintain Ideas which User submits as confidential. In addition, User does not expect nor will User receive any type of payment or remuneration from LiveSchool for Ideas or Data. User agrees that all documents and materials submitted to LiveSchool will become the property of LiveSchool, unless LiveSchool agrees otherwise in writing. No obligation is assumed or may be implied on the part of LiveSchool by receipt or examination of the Idea or Data submission to use the Ideas and Data, compensate User, or otherwise enter into another agreement with User.
5.1 This Agreement shall commence on the date you complete the sign up process (or in the case of a new user at an existing Site, when you complete the account verification process) or in the case of a parent, when you access the LiveSchool Service through your assigned access code, and shall continue until terminated in accordance with the provisions herein. User may terminate this Agreement at any time by ceasing all use of the Service and notifying LiveSchool by email. You understand and acknowledge that upon termination of your access to the Service, you will no longer have access to the Service. You further acknowledge that you must notify LiveSchool in writing within sixty (60) days following termination if you would like to export or obtain a copy of data recorded in the Service. If no such request is made, or upon completion of the export process, data recorded in the Service will be securely deleted in accordance with LiveSchool’s data retention and deletion policies.
5.2 Only teachers, administrators, staff, and employees designated by the Site are authorized to use the Service on behalf of the Site. Students and parents may use the Service solely as end users under the Site’s account. Access for any user may be modified or revoked at any time by the Site or as otherwise permitted in this Agreement.
5.3 Upon termination of this Agreement, User shall immediately cease all use of the Service. Provisions of this Agreement that by their nature should survive termination will survive, including without limitation those relating to privacy, data protection, intellectual property, indemnification, warranty disclaimers, and limitations of liability.
The Service and any intellectual property, information, data or other materials furnished or provided to User by LiveSchool (“LiveSchool IP”) in connection with this Agreement are the sole and exclusive property of LiveSchool, and are available to User solely for purposes of User’s use of and access to the Service in accordance with the terms of this Agreement. Except for the limited rights granted herein, nothing in this Agreement shall transfer to User any right, title, or interest in or to any LiveSchool IP. Without limiting the generality of the foregoing, User agrees that User shall not (i) modify, alter, adapt, translate, copy or create derivative works or any functionally similar service or software based on the Service or other LiveSchool IP, or attempt to merge the Service or other LiveSchool IP into any other program, software, or application; (ii) reverse-engineer or otherwise attempt to obtain or perceive the source code of the Service or other LiveSchool IP (or any component thereof); (iii) build a competitive product service using all or any portion of the LiveSchool IP; (iv) copy any ideas, features, functions or graphics of the LiveSchool IP; or (v) remove, change or obscure any identification marks or notices of proprietary rights and restrictions on the LiveSchool IP or any elements of the LiveSchool IP. User acknowledges that a breach of this Section would cause irreparable harm to LiveSchool, the extent of which would be difficult to ascertain and for which money damages would not be accurate. Accordingly, User agrees that, without limiting any other remedies to which LiveSchool may be legally entitled, LiveSchool shall have the right to obtain immediate injunctive relief in the event of a breach or threatened breach of this Section by User without the posting of bond or showing of irreparable harm.
User agrees to indemnify and hold LiveSchool, its affiliates, officers, employees and agents harmless from and against any and all claims, costs, demands, liabilities, suits, or actions (including all reasonable expenses and attorneys’ fees) for any loss, damage (including incidental, punitive, exemplary, consequential, and special), injury, or other casualty of any kind whatsoever arising out of or resulting from User’s use of or access to the Service or any act or omission by you or under your account or email address.
8.1 This Agreement shall be governed in all respects by the laws of United States and the State of Tennessee, excluding its conflicts or choice-of-law provisions. You agree that any dispute arising out of or relating in any way to this Agreement or the Service requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate LiveSchool’s intellectual property rights, LiveSchool may seek injunctive or other appropriate relief. The arbitration shall be conducted in Nashville, Tennessee in accordance with the expedited rules of Judicial Arbitration and Mediation Services (“JAMS”) before a single arbitrator. The award of such arbitration shall be confidential, final, binding and non-appealable, except to the extent provided for in the rules of JAMS. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. The arbitrator will have the discretion to impose the costs of the arbitration upon the losing party or divide it between the parties upon any terms which (s)he deems appropriate; provided, however, that each party shall bear its own legal fees and costs. Except for punitive and consequential damages (which may not be awarded), and subject to this Agreement, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law.
BECAUSE THE USE OF THE SERVICE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, SUBJECT TO THIS SECTION 8.1, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (i) to the exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee for any action (a) to compel arbitration, (b) to enforce any award of the arbitrators, or (c) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (ii) to service of process in any such action by registered mail or any other means provided by law. Should this Section 8.1 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts in Nashville, Tennessee and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
8.2 Notices between the parties shall be by personal delivery, facsimile transmission, or certified or registered mail, return receipt requested, and shall be deemed given upon receipt at the address of the recipient party or ten (10) days after deposit in the mail.
8.3 Except as otherwise expressly provided in this Agreement, neither party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, service provider or hosting facility failures or delays involving hardware, software or power systems not within LiveSchool’s possession or reasonable control, denial of service attacks, incompatibility of User’s equipment or software with the Service, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties.
8.4 In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and effect of the invalid provision.
8.5 This Agreement, any Master Agreement and any addendum or amendment to either of the foregoing, constitute the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. User may not assign or transfer User’s rights and obligations under this Agreement without the prior written consent of an authorized representative of LiveSchool.
8.6 The provisions of this Agreement are not intended to create any relationship between User and LiveSchool other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement, and nothing contained herein shall be construed as creating any agency, employment, partnership, or joint-venture relationship between the parties.
YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS, DISCLOSURES AND DISCLAIMERS SET FORTH ABOVE ARE FAIR AND REASONABLE, AND THAT YOUR AGREEMENT TO FOLLOW AND BE BOUND TO THEM IS NOT THE RESULT OF FRAUD, DURESS OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.