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 Illumine Technology Inc. (“Illumine,” “we,” “us” or “our”) partners with childcare centers and private preschools (each, an “Organization”) to make Illumine’s technology and online tools available to parents and/or guardians of students served or enrolled by each Organization to help them manage their childcare needs.  Each such parent or guardian who uses the Services will be referred to as a “Parent User.”

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Our publicly available website, located at https://illumine.app, provides information about Illumine and our offerings (“Site”). Visitors to the Site are referred to as “Site Users” (together with Parent Users and Organization Users (defined below), “Users”).

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PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND ILLUMINE. These Terms govern your access to and use of, and Illumine’s provisioning of, the Site as well as Illumine’s proprietary childcare management tools and any other product or service that contains a link to these Terms, including any web-based hosted service or platform provided by Illumine with a link to these Terms (collectively, the “Platform”),  any mobile application offered by Illumine with a link to these Terms (collectively, the “App”), and  any content, information, services, features, or resources available or enabled on the  Platform or the App (collectively, the “Services”). 

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SCHOOL AGREEMENTS AND SUPPLEMENTAL TERMS.

Access to the Services is subject to an agreement between Illumine and Your Organization (such agreement, the “Organization Agreement”). An Organization is “Your Organization” if you have a student served by or enrolled at such Organization and such Organization has provisioned you with a link to sign up for the Services or otherwise authorized you to access and use the Services.

Under the Organization Agreement, we have committed to deliver the contracted-for services to Your Organization, including by providing Parent Users and the authorized users of that Organization (collectively, the “Organization Users”), such as the administrators and teachers, with access to and the ability to use the Services. 

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Our provision of the Services is limited to Organization Users and Parent Users, and, as a Parent User, you acknowledge and agree that your access and use of the Services are subject to the terms of our commitments to Your Organization. While Your Organization does not deliver the Services, it does control certain aspects of how the Services are implemented for the Parent Users and Organization Users of Your Organization. For example, Your Organization (a) determines what features and functionality it makes available to Parent Users (e.g., when to enable or disable a third-party integration or a messaging feature), (b) manages the status of a Parent User’s Account (e.g., whether it is active and part of the Organization), and (c) determines whether and when to terminate access to the Services (or parts thereof). Your use of the Services is subject to Your Organization’s policies, if any. Should you have any questions about Your Organization’s policies or its implementation of the Services, contact them directly. In the event of any conflict between the Agreement and the Organization Agreement, the Organization Agreement will control.

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In addition, your use of the Site or Services may be subject to any additional terms, conditions, and policies that we separately post on the Site or Services and any agreements that you have separately executed with Illumine (“Supplemental Terms”), which are incorporated by reference into these Terms. These Terms, together with any Supplemental Terms, constitute the “Agreement.” To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the services or feature to which the Supplemental Terms relate. 

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ACCEPTANCE.

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SITE OR SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; AND (B) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SITE OR SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT. 

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IMPORTANT INFORMATION ABOUT INTERACTIONS WITH ORGANIZATION USERS AND STUDENTS, YOUR ORGANIZATION, ARBITRATION, CONSENTS FOR COMMUNICATIONS, AND UPDATES TO THE AGREEMENT.

• DISCLAIMERS FOR USER INTERACTIONS AND YOUR ORGANIZATION

YOUR USE OF THE SITE AND SERVICES IS VOLUNTARILY. The Services serve as a venue that enables you to connect with Organization Users and, to the extent permitted by the features and functionality of the Services, other Parent Users associated with Your Organization so that you can manage your childcare needs, such as making payments directly to Your Organization, communicating with Your Organization, and viewing reports and records for your student. 

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PLEASE BE AWARE THAT WHILE INTERACTIONS WITH OTHER USERS AND COMMUNICATIONS FROM YOUR ORGANIZATION ARE FACILITATED THROUGH THE SERVICES, SUCH CONTENT AND USER INTERACTIONS FACILITATED ON OR THROUGH THE SERVICES ARE BETWEEN YOU AND THE INDIVIDUAL USER. ILLUMINE IS NOT A PARTY TO ANY INTERACTIONS, AND ILLUMINE WILL NOT BE RESPONSIBLE FOR:

(a) THE ACTIONS, ERRORS OR OMISSIONS OF ANY USER;

(b) THE TRUTH OR ACCURACY OF ANY CONTENT PROVIDED BY ANY USER; OR

(c) A USER’S COMPLIANCE WITH THE AGREEMENT OR ANY APPLICABLE LAW. 

ALL INTERACTIONS WITH ORGANIZATION USERS AND STUDENTS ARE EXPRESSLY SUBJECT TO THE DISCLAIMERS AND WAIVERS SET FORTH IN SECTION 10. 

• ARBITRATION 

PLEASE BE AWARE THAT SECTION 15 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND ILLUMINE HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 15 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ILLUMINE BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE AGREEMENT: (A) YOU AND ILLUMINE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (B) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

• CONSENTS FOR COMMUNICATIONS

PLEASE BE AWARE THAT SECTION 7 (ILLUMINE COMMUNICATIONS) CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, AND PUSH NOTIFICATION.

• AGREEMENT UPDATES

THE AGREEMENT IS SUBJECT TO CHANGE BY ILLUMINE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Illumine will make a new copy of these Terms available on the Site and, to the extent applicable, in the Platform and App, and any new Supplemental Terms will be made available from within, or through, the affected Site and/or Services. We also will update the “Last Updated” date at the top of these Terms. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an account on the Site or Services (“Account”) or another manner through the Site or Services (which may include posting an announcement in the Platform or App). Illumine may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and Services. Otherwise, your continued use of the Site and Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE, AND AS APPLICABLE, THE PLATFORM AND APP TO VIEW THE THEN-CURRENT TERMS. 

1. USE OF THE SERVICES.
   
   1. Eligibility; Rights to Use the Services. The Site and the Services, and any parts thereof, including the Platform and App are protected by copyright laws throughout the world. Subject to the Agreement, Illumine grants you the right to access and use the features and functionality of the Site and, if you are a Parent User, the Platform, and, subject to Section 1.2, the App as well as a limited license to reproduce portions of the Site and Platform solely to support your permitted use of the Site or Services.  Illumine and its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Site or Services terminates the licenses granted by Illumine pursuant to the Agreement. 
   2. Application License. For any App made available as part of the Services, Illumine grants you, subject to your compliance with the Agreement, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will only use the App Store-Sourced Application: (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App for which Illumine offers a family sharing version that is accessed through or downloaded from the Google Play store (a “Google Play-Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
      
      1. Accessing and Downloading the App from the App Store. You acknowledge and agree that the availability of certain aspects of any App we make available for download as part of the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (the “App Store”). The following applies to any App Store-Sourced Application accessed through or downloaded from the Apple App Store: 
         
         1. You acknowledge and agree that: (i) the Agreement is concluded between you and Illumine only, and not Apple; and (ii) Illumine, not Apple, is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service, and you agree to pay all fees (if any) charged by the App Store in connection with the App Store-Sourced Application.  
         2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support with respect to the App Store-Sourced Application, and Illumine, not the App Store, is solely responsible for any App that Illumine makes available as part of the Services, the content thereof, and warranty therefor.  
         3. In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Illumine and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Illumine. 
         4. You and Illumine acknowledge that, as between Illumine and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
         5. You and Illumine acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, as between Illumine and Apple, Illumine, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. 
         6. You and Illumine acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced-Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store-Sourced Application against you as a third-party beneficiary thereof. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
   3. Updates. You understand that the Site and Services are evolving. You acknowledge and agree that Illumine may update the Site or Services with or without notifying you. You may need to update third-party software from time to time in order to use the Site or Services. Any future release, update, or other addition to the Site or Services will be subject to the Agreement.
   4. Certain Restrictions on Use of Site and Services. By accessing and using the Site or Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services or any portion thereof, including the Platform, or any content displayed thereon, except as expressly provided for herein; (b) use any metatags or other “hidden text” using Illumine’s name or trademarks; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Illumine content (including images, text, page layout or form) of Illumine; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site or Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access or use the Site or Services in order to build a similar or competitive website, product, or service; (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Site or Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and (g) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm (including, for example, viruses, worms, time bombs, and trojan horses). All copyright and other proprietary notices on the Site and Services (or on any content displayed thereon) must be retained on all copies thereof. 
   5. Maintenance; Necessary Equipment. You acknowledge and agree that Illumine provides standard support and maintenance in connection with the Services (consistent with the terms of the Organization Agreement we have with Your Organization). As between us and you, you are solely responsible for any expenses, including Internet connection or mobile fees, that you incur when accessing the Site or Services. 
   6. Use by Children Under 13. We do not knowingly collect or solicit any personal information from children under the age of thirteen (13). Children under the age of thirteen (13) are prohibited from using the Site, Platform, App, or Services or creating an Account. If we learn that we have collected personal information from a person under the age of thirteen (13), we will delete that information as soon as reasonably practicable. If you believe that a child under the age of thirteen (13) has provided personal information to us, please contact us as soon as possible at dpo@myillumine.com . 
   7. Ownership. Excluding any User Content (defined in Section 4.1 below) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services and its content are owned by Illumine or Illumine’s suppliers. Neither the Agreement (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 7. Illumine and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
2. REGISTRATION AND ACCOUNTS.
   
   1. Registration and Account Creation. To access and use certain features of the Site or Services, you must be provisioned or create an Account and provide certain information about yourself as prompted by the Account registration form, including (but not limited to) an email address and password. You agree to provide information required for your use of the Site or Services that is, and to update such information so it remains, true, accurate, current, and complete. Illumine reserves the rights to establish eligibility criteria to use the Site or Services, and in some cases, at our sole discretion, to impose limitations or restrictions on or otherwise deleting certain Accounts.
   2. Social Networking Site. If you access the Site or Services through a third-party account (“Third-Party Account”) as part of the functionality of the Site or Services, you represent that you are entitled to grant Illumine access to such Third-Party Account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account. By granting Illumine access to any Third-Party Account, you understand that Illumine may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site or Services that you have provided to and stored in your Third-Party Account (“External Content”) so that it is available on and through the Site or Services. Unless otherwise specified in the Agreement, all External Content is considered to be your User Content. Depending on the Third-Party Account you choose and subject to the privacy settings that you have set in such Third-Party Account, personal information that you post to your Third-Party Account may be available on and through the Site or Services. YOUR RELATIONSHIP WITH ANY THIRD-PARTY ACCOUNT PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY ACCOUNT SERVICE PROVIDERS, AND ILLUMINE DISCLAIMS ANY LIABILITY FOR PERSONAL INFORMATION THAT MAY BE PROVIDED TO IT BY ANY SUCH THIRD-PARTY ACCOUNT SERVICE PROVIDER IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNT(S). Illumine is not responsible for any External Content, including but not limited to, accuracy or legality of, or infringement by, the External Content.
   3. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Illumine of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site or Services by minors using your Account information. Illumine cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. 
3. NO CHARGE. Access to and use of the Site and Services, including the Platform and App, are currently provided free of charge to all Users; however, Illumine reserves the right to change its fee structure for any of its Services in the future. Prior to implementing any new fee structure that would result in requiring any Users to pay a fee for access to the Site or Services, Illumine will provide notice of the change and its impact on Users. 
4. USER CONTENT. 
   
   1. User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Site or Services (e.g., information you include in your profile, content you upload into or create through use of a feature on the Site, Platform, or App, the content of any messages you create using in-app messaging features within the Services). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 5. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Illumine. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 5. Illumine is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
   2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Illumine an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, for the purposes of operating, providing, maintaining, and improving the Site and the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
   3. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 5 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 12, and/or reporting you to law enforcement authorities and Your Organization. 
   4. Your Data. Illumine is subject to certain laws and regulations, some of which are described herein. Please visit our Privacy Policy for more information on how we collect, use, and safeguard certain personal information in connection with the operation of the Site, as described in our Privacy Policy. Our collection, use and safeguarding of personal information that you provide through the Services (that is, the Platform and App) will be subject to any data protection obligations agreed to in our Organization Agreement with Your Organization and, where applicable, to Your Organization’s privacy policy. Should you have any questions about the data protection policies of Your Organization or the implementation of the Services by Your Organization, contact them directly. 
   5. Performance Data; Aggregated and Deidentified Data. Illumine may (a) create, generate, and use general performance and usage data in connection with your use of the Site or Services (such as technical logs, Account and login data, and processed volumes) (“Performance Data”); (b) create aggregated, deidentified, or anonymized data (“Aggregated and Deidentified Data”) from your User Content; and (c) use such Performance Data and Aggregated and Deidentified Data during and after the term, for any legal purpose, including to improve the Services and Illumine’s other offerings. Illumine retains all right, title, and interest, including all intellectual property rights, in and to Performance Data and the Aggregated and Deidentified Data. Performance Data does not constitute your User Content nor personal information that is covered by our Privacy Policy or the data protection obligations agreed to in our Organization Agreement with Your Organization.
   6. Feedback. If you provide Illumine with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby grant Illumine the rights to use and fully exploit such Feedback and related information in any manner it deems appropriate. Illumine will treat any Feedback you provide to Illumine as non-confidential and non-proprietary. You agree that you shall not submit to Illumine any information or ideas that you consider to be confidential or proprietary.
5. ACCEPTABLE USE POLICY. You agree not to: (a) use the Site or Services to upload, transmit, display, or distribute any User Content that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) engage in or promote conduct that is fraudulent, in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable (as determined by Illumine in its sole discretion); (b) upload, transmit, or distribute to or through the Site or Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) send through the Site or Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (d) abuse other Users’ personal information that you receive through the Site or Services, such as to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (e) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services, or violate the regulations, policies or procedures of such networks; (f) attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with the Site or Services), whether through password mining or any other means; (g) interfere with any other User’s use and enjoyment of the Site or Services; (h) impersonate any person or entity, including any employee or representative of Illumine, Your Organization, or another User; or (i) use software or automated agents or scripts to produce multiple accounts on the Site or Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file). 
6. ILLUMINE COMMUNICATIONS. 
   
   1. Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from Illumine. All standard text messaging rates apply and you, as a User, agree to be responsible for paying any and all of your cellular phone carrier’s charges.
   2. Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SITE OR SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE, PLATFORM, APP OR OTHER SERVICES. 
   3. Electronic Communications. The communications between you and Illumine use electronic means, whether you use the Site or Services or send us emails, or whether Illumine posts notices on the Site or Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Illumine in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Illumine provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
7. INDEMNIFICATION. To the extent permissible under applicable law, you agree to indemnify and hold Illumine harmless, including costs and attorneys’ fees, from any claim, demand, action or proceeding made by any third party due to or arising out of (a) your use of or inability to use the Site or Services, (b) your User Content, (c) your violation of the Agreement or, if you are a Parent User, any policies or requirements imposed by Your Organization or your use of the Services, or (d) your violation of applicable laws or regulations. Illumine reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such claim without the prior written consent of Illumine. Illumine will use reasonable efforts to notify you of any such claim upon becoming aware of it.

8. THIRD-PARTY LINKS AND APPLICATIONS; AI FEATURES; OTHER USERS.
   
   1. Third-Party Links and Applications. The Site and Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Illumine, and Illumine is not responsible for any Third-Party Links and Applications. Illumine provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications. 
   2. AI Features. The Service may include certain features that leverage third-party tools that utilize artificial intelligence technology (“AI Features”). You acknowledge and agree that your User Content will be transmitted to such AI Features and that, as between the parties, you are solely responsible for your use of all AI Features. You accept that, as AI Features utilize artificial intelligence technology, such features may generate information and content (“Generated Content”) that is inaccurate or inappropriate as a response to the input provided. All such Generated Content is provided for informational purposes only. You are responsible for evaluating the accuracy and suitability of the Generated Content as appropriate for your use case, assessing any potential biases, and subjecting such Generated Content to standard quality control procedures, including reviewing such Generated Content yourself. You agree that Illumine shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Generated Content or any decisions made in reliance on such Generated Content, and that such decisions are made at your own risk. Illumine cannot guarantee the continued availability of the AI Features and may temporarily or permanently cease providing, without entitling you to refund, credit, or compensation, any particular AI Features if the applicable third-party service provider suspends, modifies, or alters such AI Features. 
   3. Other Users. Each User is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by other Users. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Users are solely between you and such Users. You agree that Illumine will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved; provided, however, we reserve the right to intercede in such disputes at our sole discretion. 
9. DISCLAIMERS AND WAIVERS.
   
   1. GENERALLY. 
      
      1. THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. ILLUMINE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. 
      2. ILLUMINE DOES NOT HAVE ANY LIABILITY FOR INFORMATION OR CONTENT OBTAINED OR FACILITATED IN CONNECTION WITH THE SITE OR SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER OR USER INTERACTIONS FACILITATED THROUGH THE SITE OR SERVICES, OR THE ACTIONS, ERRORS, OR OMISSIONS OF ANY USERS. ALL INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY, AND YOU SHOULD CONDUCT YOUR OWN REVIEW OF SUCH CONTENT, INCLUDING, SUBJECTING SUCH CONTENT TO HUMAN REVIEW, CONDUCTING ADDITIONAL DILIGENCE, AND GETTING THE INPUT OF AN EDUCATION PROFESSIONAL. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF SUCH CONTENT AND ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
   2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE, INCLUDING OTHER USERS, AND AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL SUCH COMMUNICATIONS AND INTERACTIONS. YOU ACKNOWLEDGE AND AGREE THAT ILLUMINE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ILLUMINE LIABLE, FOR THE CONDUCT OF SUCH THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT ILLUMINE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS AND THAT ILLUMINE DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER. ILLUMINE MAKES NO WARRANTY REGARDING THE QUALITY OF THE CONTENT, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTIES, INCLUDING GENERATED CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, RELIABILITY, OR COMPLETENESS OF ANY OF THE FOREGOING.
   3. ARTIFICIAL INTELLIGENCE. LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND ILLUMINE DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE, INCLUDING ANY APPS OR GENERATED CONTENT, WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY CONTENT MADE AVAILABLE ON THE SERVICE COMPLY WITH ALL APPLICABLE LAWS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON CERTAIN WARRANTIES, SO THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU. 

10. ASSUMPTION OF RISK; RELEASE. 
    
    1. Assumption of Risk. You assume all risk when using the Site and Services, including but not limited to all risks associated with any online or offline interactions with Users in connection with the Site and Services. You agree to take all necessary precautions when interacting with other Users and third parties. 
    2. Release. Illumine expressly disclaims any liability that may arise between Users of its Site and Services.  Because Illumine is not a party to the actual transactions between Users, in the event that you have a dispute with one or more Users, you release Illumine from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The release in this Section 10.2 does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by Illumine or for fraud, deception, false, promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Site or Services.
11. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ILLUMINE (OR OUR SUPPLIERS) OR YOUR SCHOOL, IF APPLICABLE, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES OR ANY PART THEREOF, ANY TRIPS FACILITATED VIA THE SERVICES, OR THE ACTIONS, ERRORS OR OMISSIONS OF OTHER USERS, EVEN IF ILLUMINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR SERVICES, WHETHER TO FACILITATE TRIPS OR OTHERWISE, IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT, THE SITE, THE SERVICES ANY TRIPS, OR THE ACTIONS, ERRORS, OR OMISSIONS OF OTHER USERS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIVE HUNDRED ($500) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT NEITHER OUR SUPPLIERS OR, IF APPLICABLE, YOUR SCHOOL WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT, THE SITE, THE SERVICES, ANY TRIPS, OR ANY INTERACTIONS WITH OR ANY ACTS, ERRORS, OR OMISSIONS OF ANY OTHER USERS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 11 MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION 11 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ILLUMINE AND YOU.

12. TERM AND TERMINATION. Subject to this Section 12, the Agreement will remain in full force and effect while you use the Site or Services, except as otherwise provided in this Section 12. We may suspend or terminate your rights to use the Site or Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of the Agreement. Upon termination of your rights under the Agreement, your Account (if you have one) and right to access and use the Site and Services will terminate immediately. You understand that unless your Account is transferred to another facility within Your Organization, as determined by Your Organization, any termination of your Account will involve deletion of your User Content that is associated with your Account from our live databases. Illumine will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your User Content. In addition, if you have accessed the Services pursuant to your relationship to Your Organization, then the provision of certain services provided by Illumine may automatically terminate when Your Organization’s Organization Agreement expires or is terminated. Additionally, your Account may be terminated by Your Organization if Your Organization deactivates or otherwise elects to terminate your Account.  Even after your rights under the Agreement are terminated, the following provisions of these Terms will remain in effect: Sections 1.4, 1.5, 1.7, 2.3, and 4 - 15, as well as any other provisions in the Supplemental Terms (if any) that survive by their terms.
13. COPYRIGHT POLICY. Illumine respects the intellectual property of others and asks that Users do the same with respect to their use of the Site and Services. We have adopted and implemented for the Site and Services a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of the Site or Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that any User is, through the use of the Site or Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) 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 the Site or Services 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 e-mail 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.

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 us in connection with the written notification and allegation of copyright infringement.

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The designated Copyright Agent for Illumine is: 

Designated Agent: Akash Agarwal

Email:  dpo@myillumine.com

14. ARBITRATION CLAUSE AND CLASS ACTION WAIVER. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Illumine arbitrate disputes against one another.

Dispute Resolution: PLEASE BE AWARE THAT THIS SECTION 15 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND ILLUMINE HAVE AGAINST EACH OTHER WILL BE RESOLVED. THIS SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ILLUMINE BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. 

1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Illumine agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Site or Services (or your inability to do so), any communications you receive or do not receive through the Site or Services, any User interactions facilitated through the Site or through the Services, or the Agreement, including claims and disputes that arose between us before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Illumine may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Illumine may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of the Agreement. 
2. Informal Dispute Resolution. There may be instances when a Dispute arises between you and Illumine. If that occurs, Illumine is committed to working with you to reach a reasonable resolution. You and Illumine agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Illumine therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (the “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which will occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Illumine that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to  info@myillumine.com or regular mail to our offices located at Illumine Inc., 875 N. Street NW, Suite 202 Washington, DC 20001. The Notice must include: (a) your name, telephone number, mailing address, and  e‐mail address associated with your Account (if you have one); (b) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (c) a description of your Dispute.

The Informal Dispute Resolution Conference will be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple Users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement will prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

3. Waiver of Jury Trial. YOU AND ILLUMINE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Illumine are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement), above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
4. Waiver of Class and Other Non-Individualized Relief. YOU AND ILLUMINE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this Section 14.4 is intended to, nor will it, affect the terms and conditions under the Section 14.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 14.4, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Illumine agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts located in Delaware. All other Disputes will be arbitrated or litigated in small claims court. This Section 14.4 does not prevent you or Illumine from participating in a class-wide settlement of claims.
5. Rules and Forum. These Agreement evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described in Section 14.2, above, does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Illumine agree that either party will have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules. 

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

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If the party requesting arbitration is represented by counsel, the Request must also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  

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Unless you and Illumine otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. 

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You and Illumine agree that all materials and documents exchanged during the arbitration proceedings must be kept confidential and may not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days after delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.
7. Authority of Arbitrator. The arbitrator will have exclusive authority to resolve any Dispute, including, without limitation, any Dispute arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) any Dispute arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section has been breached, will be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 14.9 (Batch Arbitration), any Dispute about the payment of arbitration fees will be decided only by a court of competent jurisdiction and not by an arbitrator; (c) any Dispute about whether either party has satisfied any condition precedent to arbitration will be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) any Dispute about which version of the Arbitration Agreement applies will be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration). The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Illumine need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Illumine agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Illumine by or with the assistance of the same law firm, group of law firms, or organizations, JAMS will, within a thirty (30)-day period (or as soon as possible thereafter) (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party will advise JAMS, and JAMS will appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such Dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any Disputes promptly. The Administrative Arbitrator’s fees will be paid by Illumine.

You and Illumine agree to cooperate in good faith with JAMS to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision will in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Illumine Inc., 875 N. Street NW, Suite 202, Washington, DC 20001, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11. Invalidity, Expiration. Except as provided in the Section 14.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect. You further agree that any Dispute that you have with Illumine as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Illumine makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change, within thirty (30) days after the date such change becomes effective, by writing to Illumine at  legal@myillumine.com, your continued use of the Site or Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Site and Services, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Illumine will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

15. GENERAL.
    
    1. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Illumine’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    2. Force Majeure. Illumine shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials. 
    3. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO, INCLUDING WITH RESPECT TO ANY TRIPS OR USER INTERACTIONS FACILITATED THROUGH OR RESULTING FROM THE SITE OR SERVICES, WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Illumine agree that all claims and disputes arising out of or relating to the Agreement and the Site and Services will be litigated exclusively in the state or federal courts located in Delaware.
    4. Notice. Where Illumine requires that you provide an e-mail address, you are responsible for providing Illumine with your most current e-mail address. In the event that the last e-mail address you provided to Illumine is not valid, or for any reason Illumine is not capable of delivering to you any notices required/ permitted by the Agreement, Illumine’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Illumine at the following address: 1st Cross Rd, Michealpalya 1st Stage, Indira Nagar 1st Stage, H Colony,   Indiranagar, Bengaluru, Karnataka 560038. Such notice will be deemed given when received by Illumine by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    5. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    6. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
    7. International Users. The Site, the Platform, and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Illumine intends to announce such services or content in your country. The Site and Services are controlled and offered by Illumine from its facilities in the United States of America. Illumine makes no representations that the Site or Services are appropriate or available for use in other locations. Those who access or use the Site or Services from other countries do so at their own volition and are responsible for compliance with local law.
    8. Export Control. Components of the Site and Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Illumine, or any products utilizing such data, in violation of the United States export laws or regulations.
    9. Copyright/Trademark Information. Copyright © 2025, Illumine, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site and Services are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Marks of Illumine will inure to Illumine’s benefit.
    10. Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Site or Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    11. Entire Agreement. The Agreement is the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
    12. Contact Information: 

               info@myillumine.com

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