Appendix A: AbroadOffice Terms of Use

A. APPLICATION OF TERMS OF USE

This Internet site and any variations, successors or sub-domains to this website (https://AbroadOffice.net, the "Abroad Office Site") is owned by Global Learning Semesters, Inc. and (as applicable, as determined solely by Global Learning Semesters Inc),  and  its subsidiaries, affiliated corporations, successors, and assigns (collectively referred to as "AbroadOffice"). Any AbroadOffice hosted services or computer software that is downloadable or otherwise available from the AbroadOffice Site ("AbroadOffice Technologies") is provided under the terms of the accompanying User Agreement (defined below). Any AbroadOffice services used, licensed, purchased or otherwise provided from the AbroadOffice Site ("Abroad Office Services") are subject to the additional terms of any applicable services agreement. These Terms of Use ("Terms") apply to all users ("Users") of the AbroadOffice Site, the AbroadOffice Technologies, and the AbroadOffice Services (collectively, the "AbroadOffice Properties").

B. MODIFICATION 

At its sole discretion, AbroadOffice may modify, update, change, discontinue, add or remove any or all parts of the AbroadOffice Properties or these Terms at any time. Changes to these Terms and the AbroadOffice Site will be effective on the date posted on the AbroadOffice Site. At AbroadOffice sole discretion, individual AbroadOffice services may have separate registration procedures, terms and conditions, terms of service, user agreements, and/or similar legal agreements governing the use of such AbroadOffice Properties, which are also subject to subsequent change, modification or revocation under their terms ("User Agreements"). Unless explicitly stated in writing otherwise, the AbroadOffice Properties subject to User Agreements shall also be subject to these Terms. In addition, AbroadOffice also may offer certain services from time to time that are governed by the terms of service of the respective service or technology partners. Where the AbroadOffice Service is running on third-party properties, the terms and conditions of use of those properties may be applicable in addition to these Terms.

C. THIRD PARTY PRODUCTS AND SERVICES 

AbroadOffice may offer third party products and/or services from the AbroadOffice Site. Users assume all risks and liabilities associated with the use of any such third party offerings. Each User's rights are governed by the separate user agreement or other terms of use provided by the applicable third party provider. Any third party products, Content (defined below), services or links displayed on the AbroadOffice Site are not referrals or endorsements of any product, service or provider.

D. ALPHA AND BETA RELEASES 

AbroadOffice may make certain Technologies available as an alpha release or as a beta release, which shall be identified as such (“Alpha Version” or “Beta Version”). The Alpha Version or Beta Version may contain different features than the final version that AbroadOffice intends to distribute in the final production version. AbroadOffice reserves the right at any time not to release a final production version of the Alpha Version or Beta Version, or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. You agree that the Alpha Version or Beta Version may not be suitable for production or commercial use and may contain bugs or errors affecting its proper operation. You shall comply with all conditions associated with an Alpha Version or Beta Version, including, without limitation, de-installing or ceasing use of an Alpha Version or Beta Version and installing updated versions of the Technologies to replace an Alpha Version or Beta Version.

E. OWNERSHIP OF ABROAD OFFICE PROPERTIES 

The AbroadOffice Properties are owned by AbroadOffice. In no event shall any AbroadOffice Properties be deemed to be sold or assigned to any User of the Abroad Office Properties. Any and all rights not expressly granted by AbroadOffice in any User Agreements are reserved to Abroad Office and its suppliers and licensors.

F. ACCESS AND USE OF ABROAD OFFICE PROPERTIES BY MINORS 

Use of the AbroadOffice Properties is not intended for minors under the age of 18 ("Minors"). Minors are not authorized by AbroadOffice to use the Abroad Office Properties, even if Minors set up an Account or accept the terms of any Terms of Use or User Agreement. Parents or guardians may authorize Minors between the ages of 13 and 17 to use the AbroadOffice Properties, provided that they assume all responsibility and legal liability for the conduct of such Minor including, without limitation, monitoring the Minor's access and use of the AbroadOffice Properties, as well as any Content that is access through the AbroadOffice Properties. If Abroad Office learns that anyone under the age of 13 is using the AbroadOffice Properties, Abroad Office will require verified parental or guardian consent, in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA").

G. REGISTRATION AND PRIVACY 

1. Account and Registration Data. Prior to using one or more of the AbroadOffice Properties, Abroad Office may require certain information ("Registration Data”) to create an individual account ("Account").

Failure to provide all such required data may prevent access to any or all AbroadOffice Properties, and failure to maintain accurate Account information may result in suspension or termination of access to any or all AbroadOffice Properties. AbroadOffice shall use commercially reasonable efforts to protect and maintain all data collected in setting up the Account in the manner described in the AbroadOffice Privacy Policy. Users may edit or update their personally identifiable Registration Data at any time by following the instructions located in the AbroadOffice Privacy Policy.

2. Password. Access to the Account and many AbroadOffice Properties requires a secure, individual password. User must protect passwords from disclosure or unauthorized use. In the event of a suspected or actual breach of security related to any AbroadOffice Property, User must immediately notify AbroadOffice. While AbroadOffice will use commercially reasonable efforts to provide assistance, Abroad Office is not liable for any loss or damage resulting from the breach of security of any Account or a User’s failure to securely maintain the confidentiality of passwords.

3. Termination/Suspension of Account.

AbroadOffice may immediately terminate or suspend access to the AbroadOffice Properties (including Accounts) for conduct that includes, without limitation: (a) violation of third party rights such as copyright, trademark and rights of privacy and publicity; (b) violation of AbroadOffice’s restrictions on prohibited content (as further described in its standard EULA); (c) interference with the proper functionality of any or all Abroad Office Properties; or (d) unlawful conduct in any local, state, federal or foreign jurisdiction; of (e) violations of the Federal Educational Right to Privacy Act (“FERPA”)

H. USE OF ABROAD OFFICE PROPERTIES 

1. Content. Users are solely responsible for any and all audio and video materials uploaded or provided to Abroad Office and/or provisioned into the Abroad Office Properties including, without limitation, film, text, logos, artwork, graphics, pictures, advertisements, sound, and other form of intellectual property, whether in still, live or animated form, contained in materials uploaded, or provided to AbroadOffice or into the AbroadOffice Properties, in any method or form, by you, or by administrators on your behalf (collectively, "Content"). AbroadOffice Properties are passive conduits of all Content submitted or accessed through the AbroadOffice Properties and AbroadOffice is not responsible for the: (1) selection, acquisition, distribution and licensing of Content in the AbroadOffice Properties; and (2) acquisition and payment of any third party licenses, rights clearances or other permissions needed from unions, guilds or other entities to use Content in the manner authorized by a User in their Account. AbroadOffice has no obligation (and undertakes no responsibility or liability for any obligation) to review, monitor or oversee any Content submitted, uploaded, distributed or retrieved in connection with the use of the AbroadOffice Properties. Furthermore, AbroadOffice assumes no responsibility for protecting or enforcing third party rights with respect to Content, including, without limitation, monitoring the Content, determining whether Content is lawful, appropriate or permitted by third parties, for libel, falsehoods, errors or omissions contained in Content or compliant with FCC or other governmental regulations, or for taking legal action against actual or suspected infringers of Content.
 
2. Tracking. The Abroad Office Properties may contain software to track and capture activity, including individual users, to assist AbroadOffice in optimizing the performance of AbroadOffice, the delivery of Content and for the purposes of developing and facilitating algorithms and reports. Your use of the AbroadOffice Properties constitutes acceptance of these features. For further information on how such software is used, please review AbroadOffice’s Privacy Policy. If you engage in, or assist or enable, for syndication of Content on third party websites, you, and not AbroadOffice, are solely responsible for notifying each such third party website that AbroadOffice may track and capture such information.

I. COPYRIGHT INFRINGEMENT NOTIFICATION PROCEDURE 

AbroadOffice respects the intellectual property rights of others and expects Users to do the same.

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, AbroadOffice will respond expeditiously to claims of potential copyright infringement committed using AbroadOffice Properties. Copyright owners or a party authorized to act on behalf of an owner, should report potential copyright infringement by completing the following DMCA notice and delivering it to the AbroadOffice Designated Copyright Agent. Upon receipt, AbroadOffice will take whatever action, in its sole discretion, it deems appropriate, including removal of the potentially infringing material and/or termination of the potential infringer's Account.

Please send either an email to copyright@abroadoffice.net (Subject: DMCA Notification), a facsimile to: (646) 417-5274 (Attn: DMCA Notification), or letter to the address provided below with all of the following information:

1. Identify the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

2. Identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to locate the material. Providing URLs in the body of an email is the best way to help AbroadOffice locate Content quickly.

3. Provide Information reasonably sufficient to permit AbroadOffice to contact you, the complaining party, such as an address, telephone number, and, if available, an electronic mail address.

4. A statement that you, as the complaining party, or as one who has authorization to act on behalf of the copyright owner, has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. As an example, "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner or its agent."

5. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. As an example, "I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

6. Provide your full legal name and your electronic or physical signature.

Such written notice should be sent to AbroadOffice's designated agent as follows:

Ledra Capital LLC
Attn: DMCA Notification
228 Park Avenue South, #32004

New York, New York 10003-1502
(646) 417-5274

J. COPYRIGHT INFRINGEMENT COUNTER-NOTIFICATION 

The process for counter-notifications is governed by Section 512(g) of the Digital Millennium Copyright Act: http://www.copyright.gov/legislation/dmca.pdf. To file a counter-notification with Abroad Office, a written communication that sets forth the items specified below must be provided.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. AbroadOffice will terminate any User who is a repeat infringer. Accordingly, any User is not sure whether certain material infringes the copyright of others, should contact an attorney.

1. Elements of Counter-Notification To file a Counter-Notification, please send either an email to copyright@abroadoffice.net (Subject: DMCA Counter-Notification), a facsimile to: (646) 417-5274 (Attn: DMCA Counter-Notification), or letter to the address provided below with all of the following information:

To expedite AbroadOffice's ability to process counter notifications, please use the following format (including section numbers):

(a) Identify the specific URLs of material that AbroadOffice has removed or to which AbroadOffice has disabled access.

(b) Provide your full name, address, telephone number, and email address, and the username of the Account.

(c) Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New York County, New York if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

(d) Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

(e) Sign the notice. If you are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.

Such written notice should be sent to AbroadOffice's designated agent as follows:
 
Ledra Capital LLC
Attn: DMCA Counter - Notification
228 Park Avenue South, #32004

New York, New York 10003-1502

email: copyright@abroadoffice.net

2. What happens next?

After AbroadOffice receives a counter-notification, AbroadOffice will forward it to the party who submitted the original claim of copyright infringement. Please note that when AbroadOffice forwards the counter-notification, it will includes any personal information provided to AbroadOffice and submitting a counter-notification requires unencumbered consent to having such information revealed in this way. AbroadOffice will not forward the counter-notification to any party other than the original claimant.

After AbroadOffice sends out the counter-notification, the claimant must then notify AbroadOffice within ten (10) days that he or she has filed an action seeking a court order to restrain the infringer from engaging in infringing activity relating to the material distributed via the AbroadOffice Properties. If AbroadOffice receives such notification, AbroadOffice will be unable to restore the Content to the AbroadOffice Properties until resolution of any court action. If AbroadOffice does not receive such notification, AbroadOffice may, at its sole discretion, reinstate the Content.

K. PROHIBITED CONDUCT 

1. The AbroadOffice Properties may not be used to intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law or use AbroadOffice or the AbroadOffice Properties to sell, purchase, or offer to sell or purchase any registered or unregistered securities, or upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.

2. Users agree to comply with all applicable laws, rules and regulations that apply to their use of the AbroadOffice Properties. Users, and not AbroadOffice, shall be responsible for ensuring that their use of the AbroadOffice Properties does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally identifiable information or controlled technical data.

3. Users shall not use the AbroadOffice Services to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (a) promotes illegal activity, or provides instructions for illegal activity; (b) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (c) it does not have the right to use for the purposes of this Agreement; (d) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (e) infringes the intellectual property or proprietary rights of any third party; (f) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (g) directly or indirectly is used for "junk mail", "spam", "chain letters", "pyramid schemes", or any other like form of solicitation; and (h) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the AbroadOffice Services or any other AbroadOffice Properties (collectively, the "Prohibited Content").

Additionally, you are prohibited from advertising, offering for sale, or selling any item prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertise, offer for sale, or sell any of the following items:

• Any firearms, explosives, or weapons.
• Any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants.
• Any alcoholic beverages.
• Any tobacco products for human consumption, including, without limitation, cigarettes and cigars.
• Any items which are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors.
• Any controlled substances or pharmaceuticals.
• Any items which are counterfeit or stolen.
• Any dangerous items.
• Any goods or services that do not, in fact, exist.
• Any registered or unregistered securities.
• Any items that violate or infringe the rights of other parties.
• Any items that you do not have the legal right to sell.
• Any items where doing so through AbroadOffice Properties would cause AbroadOffice to violate any law.

You expressly acknowledge and agree that AbroadOffice may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of AbroadOffice, its users and the public. You acknowledge and agree that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by AbroadOffice with regard to its users may be disclosed in accordance with AbroadOffice's Privacy Policy.

L. FEEDBACK

AbroadOffice does not accept unsolicited feedback, suggestions or other information about AbroadOffice, the AbroadOffice Properties or any other AbroadOffice products and services. AbroadOffice shall be free to use any feedback provided to AbroadOffice for any purpose, such as improving its products and services (including AbroadOffice Properties) and creating derivative technologies based upon such feedback. All feedback is provided voluntarily and free of any third party rights or encumbrances.

M. DISCLAIMER OF WARRANTIES.

ABROADOFFICE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY OF THE ABROAD OFFICE PROPERTIES FOR USER’S PURPOSES, THAT THE USE OF THE ABROADOFFICE PROPERTIES OR ACCOUNT SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE ABROADOFFICE PROPERTIES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOLGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE ABROAD OFFICE PROPERTIES ARE PROVIDED "AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE ABROADOFFICE PROPERTIES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND ABROAD OFFICE IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND ABROADOFFICE'S REASONABLE CONTROL.

N. LIMITATION OF LIABILITY.

IN NO EVENT WILL ABROADOFFICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT ABROADOFFICE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; OR FOR ANY CLAIM ALLEGING INJURY RESULTING FROM ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY, OR WILLFUL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL ABROADOFFICE’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500).

THE SERVICE IS PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

O. CONTACTING ABROAD OFFICE

Global Learning Semesters Inc.
228 Park Avenue South, #32004

New York, New York 10003-150