INTRODUCTION

These terms of service (the "Terms") is an agreement between you or the entity you represent ("you" or "your") and Lifestyle Learning, LLC (the "Company," "we," "us" or "our"), an education company that owns and operates Partner, a mobile and web app located at careerchi.com (collectively, the "Platform"). The Platform is aimed at K6-K12 students, educational institutions, for-profit and non-profit organizations, and individuals. These Terms apply to the use of the Company's Platform and tools and content available through it. These Terms expressly incorporate by reference and include the Company's Privacy Policy, and additional terms or disclaimers that may be posted and updated on the Platform or in notices that are sent to you. Please read these Terms carefully before you use the Platform. You understand that by using the Platform, you agree to be bound by these Terms. If you do not accept these Terms in its entirety, you must not access or use the Platform. To the extent permitted by applicable law, we may, at any time, amend these Terms, including any features or functionality of the Platform, without prior notice to you, by posting a revised version of the Terms and/or a notification about changes made to features or functionality. Any revisions to these Terms will take effect when a revised version or a notification is posted on the Platform unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of revised Terms and/or changes made to the Platform and (b) agreement to be bound by any such revised terms and conditions. If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that such entity or organization is duly authorized to do business in the country or countries where it operates. In that event, "you," "your," or "User" will refer and apply to that entity or organization and to each of its officers, directors, agents, employees and students individually.

YOUR ACCOUNT AND IDENTITY

Your Account. In order to get full access to the Platform and use its career readiness tools and content, you must (i) register for an account ("Account"), and (ii) provide certain information about yourself or your entity/organization as requested in the online registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Platform does not violate any applicable laws, and (d) you are either at least eighteen (18) years of age and have the legal capacity to enter into these Terms or have obtained from your parent or legal guardian a verifiable consent to use this Platform.

Closing Your Account. You may close your Account at any time, for any reason, by following the instructions on the Platform. The Company may suspend or terminate your Account in accordance with the Term and Termination section of the present Terms.

Confidentiality and Security of Your Account. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account's login information, and (ii) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password on the Platform. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company's account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.

CHILDREN POLICY

The Children's Online Privacy Protection Act ("COPPA") prohibits online service providers from knowingly collecting personally identifiable information from children under thirteen (13) years of age without verifiable parental consent. In the event that we discover we have collected information from a child inconsistent with COPPA requirements, we will either delete the information, or immediately seek the parent's consent for that collection. Persons who are thirteen (13) or younger are prohibited from using the Platform without verifiable parental consent.

For Children: If you are under the age of eighteen (18), a parent or legal guardian must read and accept these Terms on your behalf. By registering for an Account, you promise that you provided your real birthdate and you gave us your parent or legal guardian's actual and current email address, and that any personal information about you indicated in your Account comes from your parent or legal guardian. If you are a child under 13, please do not send any personal information about yourself to us unless your parent or legal guardian has provided us his/her consent for you to use of the Platform.

For Parents and Legal Guardians: By registering for an individual Account with us you hereby (i) agree to these Terms and our Privacy Policy and (ii) give us your parental or legal guardian consent for each participating child under 18 to use the Platform.

For Educational Institutions and Organizations: If you are a district, educational institution or any other organization, you represent and warrant that you are solely responsible for complying with COPPA, meaning you must obtain advance written consent from all parents or legal guardians whose children under eighteen (18) will be accessing the Platform. You must keep all consents on file and provide them to us if we request them.

GRANT OF LICENSE

License. Subject to the terms and conditions of these Terms, the Company grants you a non-transferable and non-exclusive license of the right to use the Platform.

Certain Restrictions. The right granted to you in the present Terms is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive service; (d) you shall not remove or destroy any copyright notices or other proprietary markings found on the Platform. Any future release, update, or other addition to any of functionalities or content of the Platform shall be subject to the terms and conditions of these Terms. Moreover, you agree not to use the Platform to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding Platform's other clients, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); (c) disable, overburden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Platform or servers or networks connected to the Platform (e.g., through password mining); or (e) interfere with another Platform client's use and enjoyment of the Platform.

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Platform or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Platform or any part thereof.

Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform. The Platform is licensed to you; this means that the Platform is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.

PAYMENT TERMS

Yearly subscription fees, subscription renewals and fee amendments. You will be able to use the Platform for the duration of your subscription. Your subscription fee will depend on the type of your Account and will be displayed to you before you make a payment. We reserve the right to amend subscription fees or institute new fees at any time upon reasonable advance notice posted on the Platform or sent via email. Any changes to the pricing will not affect your current subscription fee or period and will only become effective upon renewal of your subscription. The Company will notify you of the opportunity to renew your yearly subscription approximately thirty (30) days or more prior to the subscription expiration date.

Payment terms. If you open an individual Account, you must provide us with a valid credit/debit card or PayPal information in order to sign up for a yearly subscription. If you open an Account on behalf of a district, educational institution or organization, you must provide us with a valid credit/debit card or PayPal information or send us a purchase order or check made out to PG Consulting, LLC in order to sign up for a yearly subscription (14805 Salem Creek Road, Edmond, OK 73013). If you cancel a payment or initiate an improper chargeback your Account may be suspended.

YOUR PRIVACY

Protecting your privacy is very important to the Company. Please review our Privacy Policy, which explains how the Company treats your personal information. All information we collect on the Platform is subject to our Privacy Policy. By using the Platform, you agree and consent to our collection and use of your personal information as outlined therein and you agree to abide by and not violate such Privacy Policy on your part.

THIRD-PARTY WEBSITES

As a convenience only, the Platform may contain links to other websites belonging to or operated by third parties. By making these links available, we are not endorsing third-party websites, their content, products, services or their owners. It is your responsibility to make sure that you obtain any information which may be relevant to making a decision, and that you read terms of services and the privacy and security policy on such third-party websites. We have no control over third-party websites and will not be liable for any loss or damage you suffer, whether directly or indirectly, as a result of your use of third-party websites. You agree that where you access third-party websites you do so entirely at your own risk.

WARRANTIES & DISCLAIMERS

ALL THE TOOLS AND CONTENT PROVIDED ON THE PLATFORM IS STRICTLY FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT INTENDED TO SUBSTITUTE ADVICE FROM A CAREER ADVISOR OR COUNSELOR. THE PLATFORM, INCLUDING ALL TOOLS AND CONTENT AVAILABLE THROUGH IT, IS PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE PLATFORM EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its subsidiaries, affiliates, officers, agents, employees, representatives and agents from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) brought by third parties resulting from or relating to: (i) your use of the Platform, (ii) your violation of these Terms, or (iii) any claim, judgment, or adjudication that any action of yours infringes proprietary rights or other rights of any third party, any Platform's client or any User. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

TERM AND TERMINATION

Term. You hereby acknowledge and agree that these Terms shall come into force on the date you create an Account and will remain in force and effect until terminated in accordance with these Terms.

Termination. You may terminate these Terms at any time and for any reason by emailing us a request to close your Account at info@lifestylelearning.com, however, bear in mind that no refunds will be issued. We may suspend your rights to use the Platform and/or terminate these Terms, at any time and for any reason, at our sole discretion, with or without notice to you, including if we believe you have violated any provision of these Terms. Upon termination of these Terms, your Account and right to use the Platform will automatically and immediately terminate. We will not incur any liability whatsoever to you for termination of these Terms or deletion of your Account and data stored in it. Termination shall not relieve you of the requirement to pay for any outstanding fees.

GENERAL PROVISIONS

Entire Agreement. These Terms and our Privacy Policy constitute the entire agreement between you and us with respect to the subject matters hereof and supersede all prior discussions and agreements between you and us with respect to such subject matters (including any prior license agreements, terms of service and privacy policy).

Modifications. No modification or amendment to these Terms shall be binding upon the Company unless in a written instrument signed/executed by a duly authorized representative of the Company.

Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.

Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, (i) the other provisions of these Terms will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Platform. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a posting on the Platform or (c) by you via email to info@lifestylelearning.com or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Governing Law. These Terms shall be governed by the laws of State of Oklahoma, USA without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located in Oklahoma County, OK, USA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our rights in any court of competent jurisdiction.