Terms of Use

Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Terms of Use”) with respect to your use of the App, the underlying software and related services (the “Services”), and your use of the Services is conditioned on your ongoing agreement to these Terms of Use. These Terms of Use apply to you as a user of the Services, whether as an enterprise client, school teacher, school employee, parent or student. These Terms of Use may be amended at any time by us from without specific notice to you. The latest Terms of Use will be posted on here, and you should review these Terms of Use prior to using the Services.

These Terms of Use create a binding legal agreement between you (Authorized User) and Drake University (the “Provider”).

Any additional terms of use and/or privacy policies listed at https://www.characterdaily.com/privacy-policy are hereby incorporated by reference.

If you are under 18, you represent that your legal guardian has reviewed and agreed to the Terms of Use. If you don’t get your parent or guardian to read and agree to this Agreement, you do not have permission to use the Services.

If you are entering into these Terms of Use on behalf of a company or other legal entity (including if you are an employee of a school or a school district or higher education organization), you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you”, “your” or User will refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these Terms of Use and may not use the Services.

We can terminate these Terms of Use at any time in our discretion in connection with the termination of the Services and/or in connection with an alleged breach of these Terms of Use or any other agreement with us related to the Services.

Intellectual Property; Limited License to Authorized Users
1. The Services are intended solely for the personal, non-commercial use of our users.

The underlying technology of the Services is protected by copyright and other intellectual property laws. Except as expressly provided herein, the Provider does not grant any express or implied rights to use the Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Services.

No copying or further distribution of the Services is allowed and any license to use the Services will be governed by your contract with the Provider, and in any event use of the Services is limited to the number of computers, mobile devices or other technology as designated in such contract (for example, each contract will designate usage limits by per enterprise, per user, per pass code or “per seat” for a specified period of time). Authorized Users of the Services will not be allowed to share logins with any other users or non-users of the Services.

1. Content

Authorized Users of the Services will have access to certain materials and data through the Services (the “Content”). Users are not permitted to upload or modify the Content. Users are prohibited from replicating content without proper attribution to Drake University.

Drake grants the Authorized User a non-exclusive, nontransferable limited license to use the copyrighted content delivered as part of this Terms of Use. The license includes the right to reproduce, distribute, perform, or display this Content to students, faculty, staff, and parents of their youth-serving organization only in support of the educational function of the Authorized User. It is expressly intended that the license granted hereunder is limited in scope. Any transfer, publication, distribution, performance, or display of the copyrighted Content to individuals or entities other than those identified above is expressly prohibited without the express written agreement of Drake.

Authorized User agrees to treat copyrighted Content as protectable by the United States Copyright Act, and will take all necessary and reasonable steps to protect the Intellectual Property of Drake. Users of the Services may be asked to provide feedback, comments or suggestions for improvements to the Services (“Feedback”) and you hereby grant Provider with a non-exclusive, worldwide, royalty-free and transferrable (to a successor) license to use, modify, prepare derivative works, publish, distribute and sublicense such Feedback as Provider deems appropriate. Further you hereby grant Provider with a non-exclusive, worldwide, royalty-free and transferrable (to a successor or an affiliate) license to

1. 1. use and disclose metrics and analytics regarding how Users use, access or otherwise manage the Content and the Services in an aggregate and non- personally identifiable manner (including, for use improving our service,

marketing, business development, product development, research or other lawful purposes). You explicitly acknowledge that the Services are powered by Character Daily, LLC (“Character Daily”), and our relationship with Character Daily allows for Character Daily to obtain, use, transfer and process data, including metrics, analytics, profiles, and limited personal information, for the purposes of improving our service, marketing, business development, product development, research or other lawful purposes.

Please visit the privacy policy that governs the Services at https://www.characterdaily.com/privacy-policy for additional information on the types of information that may be collected from users of the Services. In the event of a conflict between the language of this Section 2 and the privacy policy, this Section 2 will prevail.

Indemnification.

You agree to indemnify, defend and hold us and our partners in providing the Services (including specifically Character Daily, Drake University and the Robert

D. and Billie Ray Center, and CHARACTER COUNTS!, attorneys, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Terms of Use or use of the Services.

Third Party Rights

You acknowledge and agree that the owners of the Content, licensors of the technology and certain distributors (such as app store providers) are intended beneficiaries of the Terms of Use and have the right to enforce the Terms of Use directly against you. Additionally, third party beneficiary rights are explicitly granted to Character Daily to enforce the Terms of Use directly against a User, or to bring a claim for any misuse or misappropriation of the Services. Other than as set out in this section and in Sections 3 & 4, the Terms of Use are not intended to grant rights to anyone except you, and in no event shall the Terms of Use create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Terms of Use are not subject to the consent of any other person.

Disclaimer and Limits.

THE INFORMATION FROM OR THROUGH THE SERVICES ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED

PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THESE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

IN PARTICULAR, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES (1) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE TO YOUR LIKING, (2) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, OR THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. ANY MATERIAL DOWNLOADED FROM THE WEBSITE, APPLICATION, DISTRIBUTOR OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE USER'S OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESSING OR DOWNLOADING ANY SUCH MATERIAL.

WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR APP. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Dispute Resolution. This Agreement shall be governed pursuant to the laws of the State of Iowa without regard to conflict of laws and any dispute or claim arising out of this Agreement shall be submitted to arbitration in accordance with the rules and procedures set forth below.

Arbitration. The parties shall use their best efforts and good will to settle all disputes by amicable negotiations between those with sufficient authority to settle the controversy on behalf of each of the respective parties. Any controversy or claim arising out of or in any way relating to this Agreement, including, without limitation, any and all disputes concerning the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in accordance with the following and rules and procedures:
1. Arbitration may be commenced by either party to this Agreement by the service of a written Request for Arbitration upon the other affected party. Such Request for Arbitration shall summarize the controversy or claim to be arbitrated. No Request for Arbitration shall be valid if it relates to a claim, dispute, disagreement or controversy that would have been time barred under the applicable statute of limitations had such claim, dispute, disagreement or controversy been submitted under Iowa or Federal law.

1. The arbitration will be conducted before an independent and impartial arbitrator with prior experience adjudicating contractual disputes. The arbitrator shall be appointed as follows. Within sixty

(60) days of the Request for Arbitration the parties shall mutually agree to an arbitrator. If the parties fail to mutually agree to an arbitrator within sixty (60) days, then within seventy-five (75) days following Request for Arbitration, each party shall produce to the other a list of three (3) potential competent and qualified arbitrators. Within ninety (90) days of the Request for Arbitration the parties will meet in person or by conference call to select an arbitrator from the combined list. Each party will first strike two

(2) names from the other party's list. The arbitrator will then be selected by lot from the two potential arbitrators whose names have not been stricken. The parties will evenly split the costs of the arbitrator.

1. In accordance with paragraph above, this Agreement shall be interpreted and enforced in accordance with the laws of the state of Iowa, without regard giving effect to conflict of laws principles.

1. Any arbitration hearing held hereunder shall be convened in a location mutually acceptable to the parties in Des Moines, Iowa. If

the parties cannot mutually agree to a location, then the arbitration hearing shall be held in Des Moines, Iowa at a location selected by the arbitrator.

1. Except as otherwise expressly provided for herein and unless otherwise mutually agreed by the parties, the arbitrator relay upon JAMS Comprehensive Arbitration Rules and Procedures in conducting the arbitration.

1. It is intended that controversies or claims submitted to arbitration shall remain confidential, and to that end it is agreed by the parties that neither the award resulting from the arbitration, the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be disclosed at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with such arbitration. In addition, each party shall be entitled to disclose the facts disclosed in arbitration, the issues arbitrated, and the views or opinions of any persons concerning them to legal and tax advisors so long as such advisors agree to be bound by the terms of this Agreement.

1. In any arbitration arising out of this Agreement, the arbitrator is not empowered to award punitive or exemplary damages against either of the parties, and the parties waive any right to recover such damages.

Marketing

1. In determining any controversy arising out of this Agreement, the arbitrator shall assign costs and fees in accordance with applicable law.

We may analyze your use of the Services and provide you personally relevant product features, and to market other education related products. We may send you and your authorized users informational text messages and emails, including messages relating to information regarding the use of the Services and responding to requests for information. We do not charge for text messages, but message data rates may apply.

Experimental or Promotional Features

We may provide experimental features for you to try. These experimental features are not guaranteed to work the first time or any time. These features may abruptly and unexpectedly cease functioning, or disappear altogether. Other features of the Services are not regularly tested for compatibility with experimental features.

Experimental features may be added and old ones removed without notice.

Third Party Services

Provider may, now or in the future, incorporate certain functions that allow you to interact with the Services through your accounts on certain supported third-party social networks or network storage sites, such as with “Like” and “Share” buttons, features allowing you to register your use of the Services through partners sites, such as Character Daily, or social networks or otherwise grant access to a third- party social networking service, such as through Facebook Connect or Google, or other similar features, such as YouTube or Passiton.com (collectively “Linked Accounts”). If you choose to use such features, you grant Provider permission to access and use your Linked Account for the purpose of processing your requests. Additionally, if you decide to use a Linked Account to register for the Services or access the Provider’s content through an authentication service (such as Google Accounts, Microsoft Accounts, Facebook Connect, or Clever) (“Authentication Service”) you give Provider (and its affiliates, including on partner sites) the permission to store and use certain information already associated with your Authentication Service consistent with our Privacy Policy. You may revoke Provider’s access to your account on any Authentication Service at any time by updating the appropriate settings in the account preferences of the respective Authentication Service. You should check your privacy settings on each Authentication Service to understand and change the information sent to us through each Authentication Service. Please review each Authentication Service’s terms of use and privacy policies carefully before using their services and connecting to our Service. Your use of Linked Accounts and Authentication Services is subject to the applicable third-party terms and privacy policies.

Third Party Content and Websites

Content from third parties, including, information about third-party products and services, is made available to you through the Service ("Third-Party Content"). Additionally, the Service may contain links to third-party websites that are not owned or controlled by Provider, such as youtube.com, facebook.com, passiton.com, and includes features that allow you to interact and communicate with third parties (“Third-Party Websites”). The inclusion of Third-Party Content and links to Third-Party Websites on the Service does not imply our affiliation or endorsement of such Third-Party Content or Third-Party Websites. Because we do not control Third-Party Content or Third-Party Websites, you agree that we are not responsible for any such Third-Party Content or Third-Party Websites, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third-Party Content or Third- Party Websites (including privacy policies or opinions expressed on the Third- Party Websites), it is the sole responsibility of the person from which such Third- Party Content or Third-Party Websites originated, and Provider has no obligation to monitor such Third-Party Content or Third-Party Websites. When you access Third-Party Websites or interact or communicate with third parties through the

Service, you do so at your own risk and are solely responsible for determining whether or not such Third-Party Content and Third-Party Websites are appropriate or acceptable to you. Your interactions with Third-Party Content and Third-Party Websites, organizations and/or individuals found on or through the Service are solely between you and such organizations and/or individuals and are subject to their respective terms and conditions and privacy policies. You understand that by using the Service you may be exposed to Third-Party Content or Third-Party Websites that are offensive, indecent or objectionable, and that you use the Service at your own risk.

Miscellaneous

1. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Provider shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Provider’s reasonable control. If any provision of this Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Terms of Use shall otherwise remain in full force and effect and enforceable.

1. This Terms of Use, and any underlying enterprise contract or enrollment, is not assignable, transferable or sublicensable by you except with Provider’s prior written consent. Provider may transfer, assign or delegate this Terms of Use and its rights and obligations without restriction.

1. Unless and solely to the extent that you or your entity that you represent have a separate written agreement with Provider that governs your use of the Service (in which case such agreement will control), we both agree that this Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Terms of Use, and that the Terms of Use may not be modified, except as otherwise provided herein.

1. This Terms of Use and any subsequent versions of this Terms of Use posted to our website will be deemed a writing signed by both parties.

1. No agency, partnership, joint venture, or employment is created as a result of this Terms of Use and you do not have any authority of any kind to bind Provider or any of its partners or affiliates in any respect whatsoever.