Effective Date: 17 September 2017

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (“Terms”), ARE A BINDING CONTRACT BETWEEN UNI TACTICS LLC (“Uni Tactics” or “we”) AND YOU (“you”). YOU MUST READ AND AGREE TO THESE TERMS, INCLUDING THE PRIVACY POLICY, BEFORE USING THE UNI TACTICS WEBSITE (the “Site”) OR ANY SOFTWARE, GAMES, APPLICATIONS, FEATURES OR FUNCTIONALITY AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, THE “SERVICE”). BY USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. DESCRIPTION OF SERVICE; MINIMUM AGE REQUIREMENT

1.1. Description of Service.

Uni Tactics sells online videos to high students to teach tactics about applying to and increasing their chance of getting accepted to US colleges.

1.2. Age Requirement.

You must be at least 13 years old to use the Site and Service. If you are under the age of 18 you agree to only access and use the Site and Services with the involvement, supervision, and approval of apparent or legal guardian.

2. MODIFICATIONS TO TERMS

2.1. Procedure.

At any time Uni Tactics may change these Terms, which includes the Privacy Policy and any other agreement that is incorporated by reference into these Terms. We will provide notice to you of any material change in the Terms by posting notice to the Site and sending you an email address that we have on record for you. Your continued use of the Service thirty (30) days after our notice to you of a change in the Agreement will mean that you have agreed to be bound by the amended Agreement.

2.2. Your Obligation to Stay Current.

It is critical that you keep your email contact information correct and updated with Uni Tactics at all times. In addition, we encourage you to check back regularly to review these Terms at least once every thirty days.

3. MODIFICATIONS TO SERVICE

We reserve the right to modify or discontinue, and restrict or block access to, the Service without notice to you. We may modify or remove any Content from the Service at any time without notice to you.

4. CONTENT PROTECTED BY INTELLECTUAL PROPERTY RIGHTS

Any content available through the Service, including games, applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Content”) is protected by the intellectual property rights of Uni Tactics or its licensors.

5. ESTABLISHING AN ACCOUNT

To access Content on the Site, you must first complete the site registration process to create an account with a user name and password (the “Account”). You may not share your password with anyone unless you are a minor, in which case you may share your password with your parents or other legal guardians. You must always provide accurate current and complete information to Uni Tactics for the Service. You must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Service through your Account will be deemed as being used by you. Uni Tactics is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

6. USER SUBMISSIONS

When you submit ideas, suggestions, documents, or proposals (collectively, “Submissions”) to Uni Tactics through our “Contact Us” web page located at http://www.Uni Tactics, you represent, warrant, and agree that: (a) your Submissions do not include confidential or proprietary information; (b) if we so choose, Uni Tactics may use and disclose your Submissions in any way; and (c) Uni Tactics has no obligation to pay or reimburse you for your Submissions or our use of your Submissions.

7. UNI TACTICS PURCHASES

You agree to pay the fees for any purchase, and hereby authorize Uni Tactics to charge you credit card for such fees through the the Teahable portal site. If you credit card is declined, you will not be allowed access to the Service or Content you are seeking to purchase.

The purchase and sale is a completed transaction organized not through the Teachable Platform but through a third-party gateway upon receipt of your payment.

8. PROHIBITED CONDUCT

You must not do, or attempt to do, any of the following, as reasonably determined by Uni Tactics, subject to applicable law:

(a) access or use the Service in any way that is not in compliance with any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms;

(b) access, tamper with, or use services or areas of the Service that you are not authorized to access;

(c) alter information on or obtained from the Service;

(d) tamper with postings, registration information, profiles, submissions or Content belonging to Uni Tactics or other users of Uni Tactics;

(e) use any robot, spider, scraper or other automated means or interface not provided by us to access the Service or extract data or gather or use information, such as email addresses, available from the Service or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”;

(f) frame any part of the Service, or link to the Service, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by Uni Tactics;

(g) impersonate or misrepresent your affiliation with any person or entity;

(h) reverse engineer any licensed software, application, games or any other aspect of the Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service;

(i) send to or otherwise impact us or the Service (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware” or other code that could adversely impact the Service or any recipient; or

(j) take any action which might impose a significant burden (as determined by us) on the Service’s infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Service.

9. MONITORING OF SERVICE CONTENT; RESOLUTION OF USER DISPUTES

9.1. No Duty to Monitor.

We are under no obligation to restrict or monitor Service Content in any way. UNI TACTICS DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF CONTENT. However, we reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other users, are those of the respective author(s) and not of Uni Tactics. Uni Tactics neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Service. IF YOU USE THE INFORMATION PROVIDED ON UNI TACTICS THERE IS NO GUARANTEE OF ADMISSION TO ANY SCHOOL, AT ANY GRADE LEVEL OR FOR ANY DEGREE.

9.2. Right to Resolve Disputes.

Uni Tactics has the right but not the obligation to resolve disputes between users relating to the Service and Uni Tactics’s resolution of a particular dispute does not create an obligation to resolve any other dispute. Uni Tactics’s resolution of any dispute is final with respect to the Service.

10. PROTECTION OF CONTENT

10.1. License by Uni Tactics to You.

You must respect the intellectual property laws protecting our Service. Uni Tactics grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights Uni Tactics has in the Content, to privately display and perform the Content on your computer for your own personal, noncommercial purposes.

10.2. Downloadable Content.

Some Content available through the Service is available for download onto your computer. When you download the Content, subject to your compliance with any purchase pathway for the Content, Uni Tactics grants you a limited, non-transferable, non-sublicensable, non-exclusive license, under the rights Uni Tactics has in the Content, to download, privately display and perform one copy of the Content on your computer for your own personal, noncommercial purposes. In addition, you may make one additional copy of the Content for archival purposes only. To the extent permitted under applicable law, you may not use the Content for any other purpose. You must not post the Content to a public or peer to peer network. Various technologies may not be consistent across all platforms and that the performance and some features offered by Uni Tactics may vary depending on your computer and other equipment.

10.3. Reservation of Rights.

On its own behalf and the behalf of its licensors, Uni Tactics reserves all rights in the Content not expressly granted in this Section 10. Uni Tactics does not in any way grant any other rights to you. Except as expressly stated in this Section 10, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Content without prior written consent from Uni Tactics or other third-party owner of the rights in that Content (if any).

11. PRIVACY POLICY

Please see our Privacy Policy. Our Privacy Policy is part of and incorporated into these Terms. We reserve the right to contact you about these Terms or any Content or activities relating to the Service.

12. TERMINATION OR CANCELLATION

12.1. Right to Terminate.

We may, at any time, without notice to you, terminate your access to the Service, and your Account, or block your access to the Service if we believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of Uni Tactics, our users, or any other person.

12.2. Notice of Termination.

If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.

12.3. Effect of Termination.

Upon termination of your Account or the Service, your agreement with Uni Tactics pursuant to these Terms will also terminate, except that the following provisions survive the termination: Section 4 “Content Protected by Intellectual Property Rights,” Section 5 “Establishing An Account,” Section 6 “User Submissions,” Section 10 “Protection of Content,” Section 14 “Indemnification,” Section 15 “Disclaimer of Warranties,” Section 16 “Exclusion of Damages; Limitation of Liability,” and Section 20 “Additional Terms” and the Privacy Policy.

13. DEALINGS WITH MERCHANTS; LINKS

13.1. Advertisements and Links.

The Service contains advertisements, offers, or other links to Web sites of third parties that we do not control. Advertisements and other information provided by third parties may not be wholly accurate. Uni Tactics is not responsible or liable for (i) the availability or accuracy of such sites or advertisements; or (ii) the content, products or services available from such sites. The inclusion of any link on the Service does not imply that we endorse the linked site. You use the links at your own risk. Uni Tactics’s Privacy Policy is applicable only when you are on our Site. Once you link to another Web site, its privacy statement applies to any personal information you supply.

13.2. Transactions with Third Parties.

Your transactions and other dealings with third party merchants or advertisers that are found on or through the Service, including “click to purchase,” “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.

14. INDEMNIFICATION

You agree to hold Uni Tactics and Demand Media, and their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of all aspects of the Service and the Content; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any user of the Service and any dispute you have related to any merchant or advertising found on or through the Service; (iv) Uni Tactics’s resolution (if any) of any dispute you have with any user of the Service; (v) your improper authorization for Uni Tactics to collect, use or disclose any Content provided by you; and (vi) any disclosures made with your permission.

15. DISCLAIMER OF WARRANTIES

UNI TACTICS PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNI TACTICS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, GAMES, SOFTWARE, OR CONTENT INCLUDED IN THE SERVICE. UNI TACTICS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNI TACTICS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.

16. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INDEMNIFIED PERSONS ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

17. COPYRIGHT INFRINGEMENT/DMCA

Uni Tactics respects the intellectual property rights of others and requests that users of the Service do the same. If you believe that your work is being used on the Service in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

a. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;

b. identification of the copyrighted work that you claim has been infringed;

c. identification of the material that is claimed to be infringing and information reasonably sufficient to permit Uni Tactics to locate the material (for example, by providing a URL to the material);

d. your name, address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our designated agent to receive notification of claimed infringement can be reached at:

[email protected]

It is our policy to terminate in appropriate circumstances any Account or user for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an Account or user for even one instance of infringement.

18. CUSTOMER SUPPORT

We have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, if you have created an Account and you submit your customer support questions using your Account.

19. NOTICES AND CONTACT INFORMATION

Except as otherwise provided in these Terms, Uni Tactics will give you any notices by posting them on the Site. Since notice of any material change to the Terms will be posted to the Site for at least thirty (30) days, we encourage you to visit the Site at least that often. You also authorize Uni Tactics to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to either your Uni Tactics email account or to the non-Uni Tactics email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by Uni Tactics via electronic mail, whether or not received by you. Uni Tactics may provide notice to any email or other address that you provide to us. You must keep your address current and any notice sent by Uni Tactics to the address that you have most recently provided is effective notice. With the exception of notices related to removal of licensed material and to copyright infringement as described in Sections 4 and 17 above, respectively, you must send us any notice by emailing our support address: [email protected].

20. ADDITIONAL TERMS

20.1. Agreement to Conduct Transactions Electronically.

All of your transactions with or through the Service may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.

20.2. Compliance with Laws.

You are responsible for compliance with applicable local laws. Access to the Service Content by certain persons or in certain countries may not be legal.

20.3. No Agency; No Third Party Beneficiary.

These Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms.

20.4. Severance.

If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.

20.5. Assignment.

These Terms are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of Uni Tactics. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of Uni Tactics will be null and void. Uni Tactics has the right to transfer, assign and delegate these Terms to one or more third parties without your permission.

20.6. Jurisdiction; Choice of Law; Export Limitations.

This Service is controlled by us from our offices in the United States of America and is directed to U.S. users. If you access the Service from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Service in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature between us are governed by the laws of the State of Texas, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You and Uni Tactics submit to the exclusive personal jurisdiction and venue of the state and federal courts located within Fort Bend County, Texas.

20.7. Limitations on Actions.

Any action concerning any dispute with respect to the Service must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.

20.8. Interpretation.

The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. As used in these Terms, the words “include” and “including” are meant to be illustrative and not exhaustive.

20.9. Entire Agreement.

These Terms (including terms incorporated into them, e.g., the Privacy Policy), the teachable.com privacy policy and terms of use, and any policies and guidelines posted to the Service by Uni Tactics comprise the entire agreement (the “Entire Agreement”) between you and Uni Tactics with respect to the use of the Service and supersede all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.

20.10. No Waiver.

The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party’s right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

FURTHER INFORMATION

If you have a complaint, you may contact us at [email protected]. If you are a California resident, the Complaint Assistance Unit of the Division of Consumer Services of the Dept. of Consumer Affairs may be contacted at 400 R Street, Sacramento, CA 95814 or (800) 952-5210.

LEGAL NOTICES.

NOTICE: NO HARVESTING OR DICTIONARY ATTACKS ALLOWED

YOU MAY VIOLATE FEDERAL LAW IF YOU: (1) INITIATE THE TRANSMISSION TO UNI TACTICS COMPUTERS OR DEVICES OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. “CAN-SPAM ACT OF 2003”) THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT; OR (2) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OR SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.

NOTICE RE TRADEMARKS

The trademarks Uni Tactics, unitactics.com and all other trademarks used in the Service are owned or used under license by Uni Tactics and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Service or in any Service content. All rights are reserved.

NOTICE RE COPYRIGHT OWNERSHIP: © Uni Tactics LLC U.S.A. All rights reserved.