Socratease: Terms and conditions

SOCRATEASE, INC.

TERMS OF SERVICE

Last Updated: July 9, 2021 (v1.0)

This Page contains separate Sections for Terms of Service for a Teacher and a Student. The definitions of both these roles are provided within the Sections.

TEACHER TERMS OF SERVICE

These Teacher Terms of Service ("Agreement" or "Terms of Service") are a legally binding agreement between you (the "User," "Teacher," "Testing Organization," "you," or "your") and Socratease, Inc ("Socratease," "we," "us," "our"). You acknowledge and agree that your use of Socratease Platform (the "Platform") through Socratease's website at www.socratease.co and https://www.socratease.in (the "Website") or Socratease's mobile application (the "App") will be governed by this Agreement, our Privacy Policy, and any related terms. "Testing Organization" means a school, university, educational Organization, or other test administering Organization.

FOR THE PURPOSES OF SOCRATEASE, A TEACHER IS ANY USER WHO CREATES A TEST ON THE SOCRATEASE PLATFORM, AND SHARES THE LINK WITH OTHER USERS. SUCH A TEACHER COULD BE A USER ASSOCIATED WITH A TESTING Organization, OR ANY OTHER USER WHO CREATES AND SHARES TEST LINKS. A STUDENT OR TEST TAKER IS A USER WHO ATTEMPTS A PROCTORED SOCRATEASE TEST.

IF YOU HAVE ENABLED PROCTORING ON YOUR TESTS, FOR ALL OF YOUR STUDENTS OR TEST TAKERS UNDER 18, WE REQUIRE YOU TO GET PRIOR WRITTEN CONSENT FROM THE PARENTS OR LEGAL GUARDIANS OF THE STUDENTS OR TEST TAKERS PRIOR TO ALLOWING THEM TO USE SOCRATEASE. You represent and warrant that you have such prior written consent and agree to indemnify, defend, and hold Socratease harmless from and against any and all claims and damages in connection with any breach of this warranty.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at privacy@socratease.co.

Your use of our Website, App, or Platform shall constitute your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our Privacy Policy referenced herein.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE AND/OR APP, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; (D) YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED PARENTAL CONSENT FOR THE USE OF SOCRATEASE BY THE STUDENTS OR TEST TAKERS OF YOUR TESTING Organization WHO ARE UNDER THE AGE OF EIGHTEEN (18), AS REQUIRED BY THE FAMILY AND EDUCATIONAL PRIVACY ACT ("FERPA") AND CHILDREN'S ONLINE PRIVACY PROTECTION ACT ("COPPA"). AS APPLICABLE, YOU ALSO REPRESENT THAT YOU HAVE OBTAINED STUDENT CONSENT TO USE SOCRATEASE FOR THOSE OVER 18, UNDER FERPA REGULATIONS. FOR OUR EUROPEAN TESTING INSTITUTIONS, YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED PARENTAL CONSENT FOR THE USE OF SOCRATEASE FROM PARENTS OF STUDENTS UNDER THE AGE OF SIXTEEN (16) OR UNDER THE AGE REQUIREMENT DETERMINED BY YOUR COUNTRY'S LAWS AND FROM STUDENTS WHO ARE OVER SIXTEEN (16), AS REQUIRED BY THE GENERAL DATA PROTECTION REGULATION ("GDPR"). FOR OUR CANADIAN TESTING INSTITUTIONS, YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED PARENTAL CONSENT FOR THE USE OF SOCRATEASE BY STUDENTS UNDER THIRTEEN (13); FOR TESTING INSTITUTIONS FROM ALL OTHER REGIONS, YOU REPRESENT AND WARRANT THAT YOU HAVE OBTAINED PARENTAL CONSENT FOR THE USE OF SOCRATEASE BY STUDENTS UNDER THE AGE REQUIREMENT DETERMINED BY YOUR COUNTRY'S LAWS ; AND (E) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN Organization OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE, APP, OR PLATFORM.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy.

INTRODUCTION TO SOCRATEASE

Socratease's Socratease Platform uses Artificial Intelligence to enable safe and secure online-test proctoring.
PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for Socratease. You understand that through your use of Socratease, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Socratease and our affiliates.
ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use Socratease, you must meet the following criteria and represent and warrant that you: (a) are not currently restricted from accessing Socratease, or not otherwise prohibited from having an account, (b) are not our competitor, or are not using Socratease for reasons that are in competition with us; (c) will only maintain one registered account at any given time; (d) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (e) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (f) agree to provide at your cost all equipment, browser software, and internet access necessary to use Socratease.
SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use Socratease to: (a) download, install, and use our App for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your mobile device Socratease and content made available in or otherwise accessible through Socratease, strictly in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Socratease , you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF SOCRATEASE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO SOCRATEASE FOR THE ABILITY TO ACCESS OR USE SOCRATEASE.
ACCESS AND SERVICE RESTRICTIONS

You agree that Socratease including but not limited to the Platform, Website, App, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Socratease and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Socratease, in any manner, and you will not exploit Socratease in any unauthorized way whatsoever, including but not limited to, using Socratease to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use Socratease in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using Socratease.
RESERVATION OF RIGHTS

You acknowledge and agree that Socratease is provided for your use. Except to the extent necessary to access and use the Platform, Website or App, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to Socratease, whether expressly, by implication, estoppel, or otherwise. Socratease and its licensors and service providers reserve and will retain their entire right, title, and interest in and to Socratease, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
ACCESS RIGHTS

You can access and use our Website at www.socratease.co. When downloading and using our App and Platform, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy. You agree to cooperate with us if the security of the Platform, Website or App is compromised by you or another person through the use of Socratease. We will not be liable for any loss or damage arising from your failure to comply with this Section.

We collect personal and business information (as set forth in our Privacy Policy), which we need, from you when you register to use Socratease. This information is necessary for us to provide Socratease to you and is stored on our servers to enable us to continue to provide Socratease to you. Upon the written request by you, we will provide you with a list of all of the Personal Information that we store on you within thirty (30) days of receiving your request. Also, upon your prior written request for deletion by you, we will delete the requested information within sixty (60) days. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide Socratease you. Please send your requests to us at privacy@socratease.co.
REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access Socratease, you agree to this Agreement and to strictly observe the following:
1. Required Conduct
2. Prohibited Conduct
SOCRATEASE COMMUNICATIONS

You understand and agree that you may receive information and push notifications from Socratease via email, on the Platform, Website or App, text message on your mobile device. You hereby consent to receive communications via email or on the Platform, Website, or App. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Socratease.
1. Email Contact. We may send promotional messages about us and our products and services related to Socratease to your email. When you send us a query email at privacy@socratease.co , you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms of Service and our Privacy Policy.
2. Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of Socratease.
PAYMENT

When purchasing access and use of Socratease, Testing Organization may select various payment plans such as a monthly subscription fee, a one year upfront payment, and usage-based payment. In the event that we modify the fee in the future, we will communicate such modification to you as per the procedure detailed under Section 19 or as otherwise specified in another agreement between Socratease and you.
SETTING UP TEST AND SENDING LINK TO TEST TAKER

Once you sign up as a Teacher or Testing Organization on our Platform, you can create tests that you can share with Students or Test Takers.. These tests can be created directly on the Socratease Platform, or you can embed content from third-party providers such as Google Forms, Microsoft Forms, etc. You may then schedule the test by specifying the start and end times, and choose to enable proctoring. You will then receive a link via email and on the website, which is the link you will share with your Students or Test Takers to enable them to take the test on Socratease

You are responsible for sensitising and educating your Students or Test Takers about the Socratease Platform. The email containing the test link also contains instructions that your Students or Test Takers must follow to ensure that they can attempt the proctored test successfully. You are responsible for ensuring that the Test Takers follow these instructions carefully.
INDEMNIFICATION

You agree to indemnify, defend, and hold Socratease and our officers, employees, managers, directors, customers, and agents (the "Indemnitees") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Socratease and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your students, test-takers, employees, agents, contractors or invitees to comply with applicable laws and regulations.
DISCLAIMERS

Your access to and use of the Platform, Website or App or any content are at your own risk. You understand and agree that the Platform, Website or App is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Platform, Website or App or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform, Website or App or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by Socratease; and (iv) whether the Platform, Website or App will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through the Platform, Website or App, will create any warranty or representation not expressly made herein.

SOCRATEASE DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA SOCRATEASE, BUT SOCRATEASE WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL SOCRATEASE BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND SOCRATEASE SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.
LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Socratease be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Platform, Website or App, including, without limitation, any information made available through the Platform, Website or App pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of the Platform, Website or App. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Socratease may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Socratease's liability will be the minimum permitted under applicable law.
TERMINATION

We reserve the right to suspend or terminate your account or cease providing you with access to all or part of the Platform, Website or App at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for Socratease; or (iii) our provision of the Platform, Website or App to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use the Platform, Website or App.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on Socratease violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA Takedown Notice")) must be provided to our designated Copyright Agent.
1. Your physical or electronic signature;
2. Identification of the copyrighted work(s) that you claim to have been infringed;
3. Identification of the material on Socratease that you claim is infringing and that you request us to remove;
4. Sufficient information to permit us to locate such material;
5. Your address, telephone number, and email address;
6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Socratease's Copyright Agent to receive DMCA Takedown Notices is Jayanth Neelakanta, at privacy@socratease.co and at Socratease, Inc., Attn: DMCA Notice, 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Socratease in connection with the written notification and allegation of copyright infringement.
ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Platform, Website or App in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") the Platform, Website or App to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website, App, or Platform by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of Socratease shall constitute your consent to such changes.
RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Socratease to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Socratease.
GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 22.
DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SOCRATEASE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
1. Binding Arbitration
  
  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Socratease agree (a) to waive your and Socratease's respective rights to have any and all Disputes arising from or related to this Agreement, use of Socratease, resolved in a court, and (b) to waive your and Socratease's respective rights to a jury trial. Instead, you and Socratease agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
2. No Class Arbitrations, Class Actions or Representative Actions
  
  You and Socratease agree that any Dispute arising out of or related to these Terms of Service or use or access of the Platform, Website or App is personal to you and Socratease and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Socratease agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Socratease agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
3. Federal Arbitration Act
  
  You and Socratease agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
4. Notice; Informal Dispute Resolution
  
  You and Socratease agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Socratease shall be sent by certified mail or courier to Jayanth Neelakanta at Attn: Notice, 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Socratease account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Socratease cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Socratease may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
5. Process
  
  EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND SOCRATEASE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR SOCRATEASE WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND SOCRATEASE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Socratease agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
6. Authority of Arbitrator
  
  As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
  
  The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
7. Rules of AAA
  
  The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
8. Severability
  
  If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
9. Opt-Out Right
  
  YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: SOCRATEASE, RE: OPT-OUT, [PHYSICAL ADDRESS]. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 21.
MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and Socratease and supersedes any prior agreements between you and Socratease with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, Website or App or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Socratease shall be given by certified mail, postage prepaid and return receipt requested to Socratease, Inc. at 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. Any notices to you shall be provided to you through Socratease or given to you via the email address or physical address you provide to Socratease during the registration process.

STUDENT TERMS OF SERVICE

These Student Terms of Service ("Agreement" or "Terms of Service") are a legally binding agreement between you (the "User," "Teacher," "Testing Organization," "you," or "your") and Socratease, Inc ("Socratease," "we," "us," "our"). You acknowledge and agree that your use of Socratease Platform (the "Platform") through Socratease's website at www.socratease.co and https://www.socratease.in (the "Website") or Socratease's mobile application (the "App") will be governed by this Agreement, our Privacy Policy, and any related terms. "Testing Organization" means a school, university, educational Organization, or other test administering Organization.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at privacy@socratease.co.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy.

INTRODUCTION TO SOCRATEASE

Socratease's Socratease Platform uses Artificial Intelligence to enable safe and secure online-test proctoring.
PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for Socratease. You understand that through your use of Socratease, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Socratease and our affiliates.
ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use Socratease, you must meet the following criteria and represent and warrant that you: (a) are not currently restricted from accessing Socratease, or not otherwise prohibited from having an account, (b) are not our competitor, or are not using Socratease for reasons that are in competition with us; (c) will only maintain one registered account at any given time; (d) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (e) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (f) agree to provide at your cost all equipment, browser software, and internet access necessary to use Socratease.
SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use Socratease to: (a) download, install, and use our App for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your mobile device Socratease and content made available in or otherwise accessible through Socratease, strictly in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Socratease , you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF SOCRATEASE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO SOCRATEASE FOR THE ABILITY TO ACCESS OR USE SOCRATEASE.
ACCESS AND SERVICE RESTRICTIONS

You agree that Socratease including but not limited to the Platform, Website, App, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Socratease and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Socratease, in any manner, and you will not exploit Socratease in any unauthorized way whatsoever, including but not limited to, using Socratease to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use Socratease in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using Socratease.
RESERVATION OF RIGHTS

You acknowledge and agree that Socratease is provided for your use. Except to the extent necessary to access and use the Platform, Website or App, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to Socratease, whether expressly, by implication, estoppel, or otherwise. Socratease and its licensors and service providers reserve and will retain their entire right, title, and interest in and to Socratease, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
ACCESS RIGHTS

You can access and use our Website at www.socratease.co. When downloading and using our App and Platform, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy. You agree to cooperate with us if the security of the Platform, Website or App is compromised by you or another person through the use of Socratease. We will not be liable for any loss or damage arising from your failure to comply with this Section.

We collect personal and business information (as set forth in our Privacy Policy), which we need, from you when you register to use Socratease. This information is necessary for us to provide Socratease to you and is stored on our servers to enable us to continue to provide Socratease to you. Upon the written request by you, we will provide you with a list of all of the Personal Information that we store on you within thirty (30) days of receiving your request. Also, upon your prior written request for deletion by you, we will delete the requested information within sixty (60) days. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide Socratease you. Please send your requests to us at privacy@socratease.co.
REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access Socratease, you agree to this Agreement and to strictly observe the following:
1. Required Conduct
2. Prohibited Conduct
SOCRATEASE COMMUNICATIONS

You understand and agree that you may receive information and push notifications from Socratease via email, on the Platform, Website or App, text message on your mobile device. You hereby consent to receive communications via email or on the Platform, Website, or App. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Socratease.
1. Email Contact.When you send us a query email at privacy@socratease.co, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms of Service and our Privacy Policy.
2. Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of Socratease.
PAYMENT

When purchasing access and use of Socratease, Testing Organization may select various payment plans such as a monthly subscription fee, a one year upfront payment, and usage-based payment. In the event that we modify the fee in the future, we will communicate such modification to you as per the procedure detailed under Section 19 or as otherwise specified in another agreement between Socratease and you.
CONNECTING TO YOUR COMPUTER

When you use Socratease, Socratease will remotely connect to your computer in order to monitor your computer screen and premises and to ensure no prohibited applications or settings are activated during your examination or test session. As a part of Socratease, you agree to scan your premises using your webcam if or when a proctor request that you do so. The proctor will provide you with reasonable instructions on how to accurately scan your room. You agree to maintain audio and video contact with the proctor during the test session, to enable the Services to record your test session, and to disconnect audio and video contact from the test session once it ends. You authorize us to make all recordings of and any Content from your examination or test session available to your Testing Organization. If you exhibit unacceptable behavior during your test session, Socratease reserves the right to deny service and report your actions to your Testing Organization. By choosing to use Socratease’s services, you understand and acknowledge that the proctor may immediately terminate your test session if the proctor experiences or observes:
1. Anything that would require termination based on the agreement between your Testing Organization and Socratease; or
2. Any conduct that the proctor deems vulgar, offensive, pornographic, obscene, abusive, criminal, or otherwise inappropriate.
When you choose to use the Services, you grant the proctor the right to use whatever method Socratease makes available to recommend that your examination or test be disqualified if or when the proctor detects suspicious or questionable action(s) during the test session.
INDEMNIFICATION

You agree to indemnify, defend, and hold Socratease and our officers, employees, managers, directors, customers, and agents (the "Indemnitees") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Socratease and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your students, test-takers, employees, agents, contractors or invitees to comply with applicable laws and regulations.
DISCLAIMERS

Your access to and use of the Platform, Website or App or any content are at your own risk. You understand and agree that the Platform, Website or App is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Platform, Website or App or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform, Website or App or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by Socratease; and (iv) whether the Platform, Website or App will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through the Platform, Website or App, will create any warranty or representation not expressly made herein.

SOCRATEASE DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA SOCRATEASE, BUT SOCRATEASE WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL SOCRATEASE BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND SOCRATEASE SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.
LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Socratease be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Platform, Website or App, including, without limitation, any information made available through the Platform, Website or App pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of the Platform, Website or App. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Socratease may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Socratease's liability will be the minimum permitted under applicable law.
TERMINATION

We reserve the right to suspend or terminate your account or cease providing you with access to all or part of the Platform, Website or App at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for Socratease; or (iii) our provision of the Platform, Website or App to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use the Platform, Website or App.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on Socratease violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA Takedown Notice")) must be provided to our designated Copyright Agent.
1. Your physical or electronic signature;
2. Identification of the copyrighted work(s) that you claim to have been infringed;
3. Identification of the material on Socratease that you claim is infringing and that you request us to remove;
4. Sufficient information to permit us to locate such material;
5. Your address, telephone number, and email address;
6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Socratease's Copyright Agent to receive DMCA Takedown Notices is Jayanth Neelakanta, at privacy@socratease.co and at Socratease, Inc., Attn: DMCA Notice, 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Socratease in connection with the written notification and allegation of copyright infringement.
ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Platform, Website or App in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") the Platform, Website or App to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website, App, or Platform by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of Socratease shall constitute your consent to such changes.
RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Socratease to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Socratease.
GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 22.
DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SOCRATEASE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
1. Binding Arbitration
  
  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Socratease agree (a) to waive your and Socratease's respective rights to have any and all Disputes arising from or related to this Agreement, use of Socratease, resolved in a court, and (b) to waive your and Socratease's respective rights to a jury trial. Instead, you and Socratease agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
2. No Class Arbitrations, Class Actions or Representative Actions
  
  You and Socratease agree that any Dispute arising out of or related to these Terms of Service or use or access of the Platform, Website or App is personal to you and Socratease and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Socratease agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Socratease agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
3. Federal Arbitration Act
  
  You and Socratease agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
4. Notice; Informal Dispute Resolution
  
  You and Socratease agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Socratease shall be sent by certified mail or courier to Jayanth Neelakanta at Attn: Notice, 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Socratease account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Socratease cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Socratease may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
5. Process
  
  EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND SOCRATEASE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR SOCRATEASE WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND SOCRATEASE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Socratease agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
6. Authority of Arbitrator
  
  As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
  
  The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
7. Rules of AAA
  
  The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
8. Severability
  
  If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
9. Opt-Out Right
  
  YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: SOCRATEASE, RE: OPT-OUT, [PHYSICAL ADDRESS]. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 21.
MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and Socratease and supersedes any prior agreements between you and Socratease with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, Website or App or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Socratease shall be given by certified mail, postage prepaid and return receipt requested to Socratease, Inc. at 21536 Saratoga Heights Dr., Saratoga, California 95070, United States. Any notices to you shall be provided to you through Socratease or given to you via the email address or physical address you provide to Socratease during the registration process.