Terms of use.

These Luvo Terms of Use, including the associated Luvo Privacy Policy and other applicable Luvo policies published on our website, www.luvolearn.com, and related websites (collectively, the “Terms of Use”) set out the policies, rules, and conditions that govern your use of our websites and the services provided therein (collectively, the “Site”), regardless of how you access the Site (e.g., directly through the Site, or through any third-party website that links to the Site). These Terms of Use apply to all users (collectively, “User” or “you”), including registered users, Tutors and Students (as defined in Section 6 herein), and guests. The Site is owned and operated by Flashnotes, Inc., a Delaware corporation d/b/a Luvo (collectively, “Luvo,” “we,” or “us”), and these Terms of Use constitute an agreement between you and Luvo relating to your use of the Site.

BY USING THE SITE, YOU AGREE TO THE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU ARE NOT AUTHORIZED TO ACCESS OR USE LUVOLEARN.COM OR THE SITE AND YOU MUST CEASE ALL SUCH USE IMMEDIATELY.

Description of the Site

Luvo provides a variety of services through the Site designed to improve overall academic experience and performance for Site users. Such services include, without limitation, a marketplace for class lecture notes, study guides, outlines, flashcards, live online tutoring, live online conferencing, and recorded video.

Account Registration and Termination

THE SITE, EXCEPT FOR TUTORING SERVICES, IS AVAILABLE ONLY TO INDIVIDUALS AGE 13 AND OVER. If you are between the ages of 13 and 18, you must review these Terms of Use with your parent or guardian to confirm that you and your parent or guardian understand and agree to the Terms of Use. TUTORING SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGE 18 AND OVER. IF YOU ARE UNDER AGE 18, YOU MAY NOT USE THE TUTORING SERVICES AT ANY TIME.

You may only have and use one account on the Site. A parent or guardian may create an account for the benefit of a minor, but otherwise you may not create an account for anyone unless expressly authorized by Luvo. All information you provide to create an account must be accurate and complete, and you may not impersonate any other person or use a name that is not your own.

When you set up an account, you must also choose a password. You are solely responsible for maintaining the confidentiality of your password, and for any and all use of your account. You agree to notify Luvo immediately if you suspect any unauthorized use of your account or access to your password.

Privacy

Our policies and practices regarding our users’ privacy and personal information, including details regarding how and when we will use your personal information to contact you, are detailed in the Luvo Privacy Policy, which is a key component of our Terms of Use and is incorporated herein by reference. By agreeing to these Terms of Use and using the Site, you agree to the terms of the Privacy Policy.

Proprietary Rights

The Site is owned and operated by Luvo. Unless otherwise specified, all materials appearing on the Site, including the text, site design, logos, graphics, icons, etc., as well as the selection, assembly and arrangement thereof, are the sole property of Luvo or its licensors. You may only use the Site for your own personal use. You agree not to view, copy, or procure content or information from the Site by automated means (such as scripts, bots, spiders, crawlers, or scrapers) unless formally authorized by Luvo under separate written agreement. No materials from the Site, or any portion thereof, may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without Luvo’ prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on the Site may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties.

User Content

During the operation of the Site, you may submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish (collectively, “submit”) any outline, class or lecture notes, problems, solutions, questions, answers, messages, images, texts, tutoring session content (including voice, transcripts, audio, or video), or any other materials (collectively, “User Content”) to the Site, or to any Luvo employee or contractor for the same purpose. User Content specifically excludes Feedback, as defined in Section 18 of these Terms of Use. We do not claim any ownership rights in your User Content, and you remain the owner of any intellectual property rights that you have in your User Content. By submitting User Content to the Site, you grant Luvo and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Luvo a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sub-licensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, privacy, likeness, image, voice and database rights you have in such User Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon, and otherwise use, in whole or in part, such User Content, for any commercial or non-commercial purposes, including but not limited to repurposing User Content for use in connection with subject matter or course guides. You also waive any right of privacy or publicity associated with the User Content, and waive any right to royalties or other compensation arising from or related to our use of the User Content. You release and agree to hold harmless Luvo, its owners, officers, employees, agents, representatives, contractors, successors and assigns from any liability arising from the use or publication of your image, likeness, or voice, and from any distortion or illusionary effect resulting from the use of you image, likeness, or voice, whether intentional or otherwise, in the User Content. All User Content is treated as non-confidential.

Luvo does not permit the infringement of intellectual property or other proprietary rights on the Site, and in creating study-related User Content, students must respect any intellectual property rights that others may have in User Content. All User Content posted on the Site must be independently created and/or transformative. It cannot be a transcript or recording of another’s independent efforts, nor can it copy from materials purchased from or created by others. We may, but are not obligated to, review User Content prior to posting it on or distributing it or permitting distribution through the Site.

You are solely responsible for the User Content you submit through or in connection with the Site, and any material or information that you transmit to other users and for your interactions with other users. You represent and warrant that (a) you own the User Content submitted by you on, through or in connection with the Site, or otherwise have the right to grant the license set forth in this section, and (b) the posting of your User Content on, through or in connection with the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Luvo has no obligation to monitor or censor User Content, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Luvo reserves the right to remove or prohibit User Content from the Site, in whole or in part, without prior notice, for any reason or for no reason at all. Without limiting our right to terminate a user pursuant to Section 16 of this Agreement, we reserve the right to terminate the account of any user of the Services who has been notified of infringing activity more than twice and/or has had User Content removed from the Service more than twice. We also reserve the right to decide whether User Content is appropriate and complies with this Agreement for violations other than violations of intellectual property law. We may remove any User Content and/or terminate a user account for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.

Schools may have their own policies that place restrictions on a student’s ability to make commercial use of study materials, even otherwise lawful materials that the student has independently created. You are responsible for becoming familiar with such policies and abiding by them, and discontinuing the use of the Site if such use is contrary to your school policy or the instruction of your professor.

Luvo may provide a marketplace to facilitate the sale of certain copies of User Content through the Site. In all cases, your entitlement to use the marketplace for such sales is subject to your adherence to the Terms of Use. Any violation of the Terms of Use will forfeit your right to use the marketplace and compensation otherwise available in connection with sales facilitated through the Site. In addition, you will reimburse Luvo for any funds disbursed to you but “earned” by a material violation of the Terms of Use. (For example, if you submit User Content that is not yours, you may not earn, or keep, any funds from the improper sale of such User Content through the Site.)

Tutoring Services

Luvo makes live, online tutoring services (“Tutoring”) available through the Site. This Section 6 relates specifically and only to Tutoring. If there is any conflict between Section 6 and the rest of these Terms of Use, Section 6 will control. TUTORING SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGE 18 AND OVER. IF YOU ARE UNDER AGE 18, YOU MAY NOT USE THE TUTORING SERVICES AT ANY TIME.

6.1. General Tutoring Acknowledgement and Disclaimer.

The Site includes a marketplace for Users seeking Tutoring (“Students”) to connect with those seeking to provide tutoring (“Tutors”). You understand and agree that Luvo and the Site act only as a technology service to facilitate communications between Users and Tutors and to collect payment from Users on behalf of Tutors. We do not exercise control or supervision over individual Tutoring sessions. We do not endorse any Tutor, and you are responsible for determining and confirming the identity and suitability of the Tutors for your Tutoring purposes. We cannot confirm or test any Tutor's purported identity or academic qualifications or experience.

By using the Tutoring Services, you agree (i) that any legal remedy or liability that you or such third party seek to obtain for actions or omissions of Tutors, Students, or other Users will be limited to a claim against the particular Tutor, Student, or other User who caused you, or such third party harm; and (ii) not to attempt to impose liability on, or seek any legal remedy from Luvo with respect to such actions or omissions except as authorized by these Terms of Use. In addition, Luvo is not responsible for the use or exchange of any information or files between Tutors and Students, or between Users generally. Further, Luvo does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by Tutors, Students, or other Users. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site and Tutoring Services.

YOU UNDERSTAND AND AGREE THAT LUVO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS AND TUTORS. TUTORS ARE INDEPENDENT CONTRACTORS, NOT EMPLOYEES OR AGENTS OF LUVO. LUVO HAS NO CONTROL OVER THE LESSON SERVICES OR CONDUCT OF USERS, TUTORS AND OTHER USERS OF THE SITE AND SERVICES. LUVO IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL ACTIONS OF TUTORS, STUDENTS, THIRD PARTIES AND OTHER USERS OF THE SITE AND SERVICES. ACCORDINGLY, ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, STUDENTS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF TUTORING SERVICES PROVIDED BY TUTORS ARE DONE AT THE USER'S SOLE RISK.

6.2 Tutor Requirements and Rates

All Tutors must comply with the following requirements:

  • Tutors must be over 18 years of age, and lawfully permitted to offer and sell tutoring services in the jurisdiction where they are located.
  • Tutors must provide us with accurate information regarding the scope of subject matter of their expertise.
  • Tutoring must be instructive and constitute learning.
  • Cheating will not be tolerated, and includes (but is not limited to) completing assignments, writing papers, taking quizzes, or otherwise completing work that is meant to be completed by the student.
  • Tutoring may not violate the academic honesty policy of the student’s school, university, academic institution, or workplace, and may not otherwise violate general principle of academic and educational ethics.
  • Tutoring must comply with code of conduct set forth in Section 6.6 hereto.

Failure to meet any of these requirements may result in our withholding payment and/or suspension or termination of your Luvo account, at Luvo’s sole discretion.

6.3. Luvo Service Charge Structure and Payments.

Tutors may set their own hourly Tutoring rates, and may change those rates at any time. User Tutoring bookings are always billed at the rate in effect at the time of booking.

Luvo will retain a service charge based on a percentage of each Tutor’s hourly rates, according to the following rate structure and based on hours accumulated through the Site:

Hours Tutored Tutor %
0 - 20 60%
20 - 49 65%
49+ 70%

By way of example, a Tutor with a rate of $30.00/hour will provide Luvo a service charge of $12.00/hour for time billed between 0 and 20 hours, $10.50/hour for time billed between 20 and 49 hours, and $6.00/hour for time billed over 49 hours. A Tutor’s cumulative hour totals do not reset. Luvo reserves the right to change the above rate schedule at any time.

In order to receive payments in an amount of greater than $15,000 over any calendar year, tutors must submit to Luvo a valid Social Security Number ("SSN"). Such payments will be withheld by Luvo until the SSN is received, and the payments will be released with the next scheduled payment. So long as Tutors are in compliance with this Section 6 and these Terms of Use more generally, Luvo will pay Tutors weekly according to Section 7 of these Terms of Use.

6.4. User Payments, Cancellations, and Refunds

You pay only for the Tutoring you use. After the end of each session you will receive a confirmation of the number of minutes used and the total cost of the session, and you will be billed according to our payment terms set forth in Section 7 herein.

You may cancel a Tutoring session up to 24 hours before the session start time without penalty. If you cancel the session within 24 hours of the session start time, or fail to attend the session within 15 minutes of the session start time, you will be charged the equivalent of a 15-minute session plus a $1 transaction fee. If the Tutor cancels the session at any time, or fails to attend the session within 15 minutes of the session start time, you will receive a $5.00 Luvo credit and you will not be charged.

6.5 The Luvo DO BETTER™ Guarantee

At Luvo, we’re so confident we have the study help you need, we guarantee you will improve your grade or we’ll give you your money back.

How to enact the guarantee:

  • The Student needs to have at least eight 30-minute sessions from a tutor within the subject matter covered in their course.
  • The Student needs to provide documentation of their grade prior to the start of their tutoring sessions and after the conclusion of all of their tutoring sessions.
  • Improvement is defined as at least a 5 point improvement of your grade in that class from prior to the Student’s tutoring sessions to after the Student’s tutoring sessions.
  • 6.6 Tutor/Student Code of Conduct

    Tutors and Students are expected to treat each other with respect and behave appropriately at all times, and shall not (a) use obscenities, (b) discuss matters other than those directly related to the specific academic subject of the Tutoring session, (c) propose meeting or conversations outside of Tutoring sessions, and/or (d) otherwise violate the Luvo acceptable use terms located in Section 8 herein. You agree that you will not disclose any personally identifiable information during your Tutoring session, including your full name, address, telephone number, email address, social security number, password, or any other information that could be used to identify or locate you. You also agree that you will not solicit any personally identifiable information from your Tutor or Student. You agree that, if a Tutor or Student ever discloses such information to you, asks you for any personal information, or suggests a meeting or conversation outside of the Tutoring session or future Tutoring sessions, you will immediately report this to us by phone and in writing. Failure to comply with this code of conduct may result in our withholding payment and/or suspension or termination of your Luvo account, at Luvo’s sole discretion.

    6.7 Tutor Reviews

    In connection with your receipt of Tutoring Services, you may have the opportunity to leave feedback and make comments about your experience with your Tutor by filling out a review form made available via the Site. Luvo asks that you exercise caution and good judgment when leaving such comments, which may or may not be published on the Site or elsewhere at Luvo’s sole discretion. Once you submit your comments, you will not be able to edit those comments. You should also be aware that you can be held legally responsible for damages to someone's reputation if your comments are deemed to be defamatory. Luvo disclaims any and all liability relating to Tutor reviews. As with other User Content, Luvo reserves the right to remove or prohibit Tutor reviews from the Site, in whole or in part, without prior notice, for any reason or for no reason at all.

    You may not take any actions which may undermine the integrity of our review system including, without limitation, leaving negative, malicious, or untrue reviews, or reviews related to some action or omission that is outside the scope of the Tutoring services.

    6.8 Tutoring Copyright Representations

    Your use of the Site or Services may involve the exchange of file attachments between Tutors and Students. Luvo is not responsible or liable for the content of such attachments, and such attachments may be viewed by other Luvo users, or by the public generally. You acknowledge sole responsibility for and assume all risk arising from your downloading any such attachments and posting such attachments. All such attachments are considered User Content subject to Section 5 of these Terms of Use. If you are not the owner or licensee of such attachments, you hereby assert that you are entitled to upload the attachments under the “fair use” doctrine of copyright law, 17 U.S.C. § 107. In addition, if you request that the Site display a representation of a page or problem from a textbook or workbook or the like in context of Tutoring or otherwise, you expressly warrant that you are in proper legal possession of such document, and that your display of the page or problem from your textbook on the Site is made for the sole purpose of facilitating your Tutoring session, again under the “fair use” doctrine of copyright law.

    6.9 Video Recording

    You agree that we may record all or any part of any Tutoring sessions (including voice chat communications) for quality control and other purposes, and that all recorded content constitutes User Content. We reserve the right to review the Tutoring sessions for any purpose.

    A Luvo employee will check to make sure the student enacting the guarantee fits all of the above criteria and, if so, will issue a full refund of all Tutoring related specifically to that course. If you have any questions regarding the DO BETTER™ guarantee or wish to make a claim, please contact us at help@luvolearn.com. You will have 14 days from the close of the semester to make a claim under the DO BETTER™ guarantee

    Transactions and Payments

    If you make a purchase on the Site, unless otherwise noted, all charges are due in full upon checkout. All payments are facilitated by a third party using the preferred payment method designated in your Account. Services charges and transaction fees (together, “Transaction Fees”) may apply.

    If you sell User Content through the Site, unless otherwise specified on the Site: (a) Luvo will pay you a designated percentage of the price charged to purchasers, (b) percentage splits are for charges not including Transaction Fees that were charged to purchasers, and (c) payments to Users will be made on a weekly basis by direct deposit to a designated authorized account.

    Except as otherwise specifically noted, all financial transactions on or through the Site will be processed in U.S. dollars.

    Refunds are available at the sole discretion of Luvo. If you would like to request a refund, please contact us at help@luvolearn.com within 7 days of the purchase.

    If you sell User Content through the Site, unless otherwise specified on the Site: (a) Flashnotes will pay you a designated percentage of the price charged to purchasers, (b) percentage splits are for charges not including Transaction Fees that were charged to purchasers, and (c) payments to Users will be made on a weekly basis by direct deposit to a designated authorized account.

    Acceptable Use

    Luvo may terminate the responsible user accounts, or report activities to law enforcement authorities as appropriate, for violation of the Terms of Use. In connection with the Site, you may not:

    • solicit or reveal passwords or other personal information from others,
    • bully, intimidate, threaten, defame or harass another person,
    • circumvent or modify any security technology or software that is part of the Site,
    • advertise to, or solicit, any user to buy or sell any products or services (except as instructed through an authorized marketplace that may be part of the Site),
    • engage in criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets,
    • modify, copy, distribute, download, scrape or transmit in any form or by any means, in whole or in part, any User Content,
    • interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise engage in or permit the unauthorized use of or access to a computer or a computer network,
    • cover or obscure the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any Site page,
    • interfere with, disrupt, or create an undue burden on the Site or the connected networks or services,
    • display an unauthorized commercial advertisement on your profile, or accept payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Site,
    • use the Site in a manner inconsistent with any applicable law, or
    • post any User Content that is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual.

    Site and Terms Modifications

    Luvo reserves the right, in our sole discretion, to make changes to the Site at any time. Any description of the Site provided by Luvo is not a representation that the Site and related services are working or will always work in that manner, as Luvo is continuously updating the Site.

    As Luvo continues to improve the services, products and the features we provide, these Terms are subject to change. We will post significant changes to these Terms here and/or other formats for you to review. If we change these Terms, we will notify you. Your continued use of the Site after such notification constitutes consent to the updated Terms.

    Promotional Use Credits

    If you receive a promotional use credit (“Promo Credit”), it may be used on the Site as follows:

    If you receive a promotional use credit (“Promo Credit”), it may be used on the Site as follows:

    Promo Credits may be provided in electronic format or by way of a Promo Credit printed card or coupon. Each Promo Credit will have a related code, and each Promo Credit may be used only once by a user, unless otherwise provided by Luvo. Promo Credits may also be referred to as “Luvo Credit” or “Rewards” on occasion but are subject to the same terms and conditions.

    You may be subject to qualification guidelines and additional terms set by Luvo or its promotional partners, including time limitations on the use of Promo Credits. You must comply with those guidelines and terms, as applicable.

    Promo Credits are for a specific denominated value, but can be used only to make purchases of User Content from the Site. Promo Credits may not be applied to previously-placed orders or used to purchase gift cards.

    Promo Credits are not transferrable, and they may not be sold or transferred for any reason. Promo Credits are promotional in nature and are issued without any exchange of money or value from you. As such, Promo Credits do not constitute property and you do not have a vested property right or interest in the Promo Credits.

    Promo Credit has no cash value and may not be returned, redeemed, or exchanged for cash or for anything other than as set out above.

    If you are entitled to a refund for items purchased using a Promo Credit, we will subtract the value of the Promo Credit from your return credit.

    You must register on the Site to use your Promo Credit. Purchases of User Content are only permitted with a valid registered account on the Site.

    You should safeguard the Promo Credit from unauthorized use. Except where required by applicable law, Promo Credit cannot be replaced if lost or stolen.

    If we suspect misuse of the Promo Credit, it may be suspended or terminated. We may cancel the Promo Credit at any time, without notice.

    No purchase is necessary to obtain Promo Credit. If you would like a $10 Promo Credit valid for 30 days from date of issue (one per registered user per year), please send your name, email address used to register with Luvo, and street address to Luvo, Attn: Promotions, at the street address set out in Section 19 (How to Contact Us), below.

    If you violate any of the Terms of Use, the Promo Credit will be invalid.

    Luvo reserves the right at any time in our discretion, and without prior notice, to discontinue the Promo Credit program or to change its rules, terms or conditions. Luvo also reserves the right to revoke or cancel specific Promo Credits at any time, for any reason, without notice. If you or Luvo cancels your membership, any unused Promo Credits will be forfeited.

    Promo Credits are void where prohibited.

    Reporting Infringement

    Luvo respects the intellectual property rights of others and takes the protection of copyrights and other intellectual property seriously. If you believe your work has been infringed through the Site, please notify us by e-mail or by first class mail as detailed below, and provide the following information:

    • Your contact information, including name, address, telephone number, and e-mail address
    • A description of the copyrighted work you claim has been infringed (including, e.g., the title, ISBN and other identifying information)
    • A reasonably specific description of where the allegedly infringing material is located on the Site (including, e.g., the URL)
    • A statement by you that you have a good-faith belief that the allegedly infringing material is not authorized by the copyright owner, its agent, or the law
    • Your electronic or physical signature
    • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf

    When we become aware that a piece of copyrighted content has been posted improperly on the Site, we take the following actions:

    • Promptly remove the infringing material.
    • Send a message to the user posting the material informing them of the takedown and providing them with links to educate them on the importance of following copyright rules and warning them about future action for continued failure to comply.
    • Should a review of the user’s account reveal that there have been prior postings of infringing material, we will take further action including the removal of that user’s ability to use Luvo and possible reporting to that user’s Academic Integrity Office.

    Under the federal Digital Millennium Copyright Act (“DMCA”), the alleged infringer may submit a counter notice. If you are the author of your work and believe that it has been improperly removed from the website, please notify us by e-mail or by first class mail as detailed below, and provide the following information:

    • Your physical or electronic signature;.
    • Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled.
    • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
    • Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. § 512(c)(1)(C) or an agent of such person.
    • Once we receive a valid counter notice, we’ll provide a copy of the notice to the rights owner and inform them that the content may be reinstated after 10 business days if they don’t inform us that they have filed an action seeking a court order to restrain you from relisting.

      Please be aware that if you knowingly misrepresent that material is or is not infringing, you may be subject to civil penalties. Such penalties may include monetary damages, court costs, and attorneys’ fees incurred by Luvo or others as a result of your misrepresentation. You agree we may provide your notice to the provider of the allegedly infringing material.

      In compliance with the DMCA, Luvo has appointed an agent to receive notification of claimed infringement from a copyright owner. Send any infringement-related allegations to Luvo, Attention: Sean Murphy, at the street address set out in Section 19 (How to Contact Us), below, or by email to dmca@flashnotes.com.

      Disclaimer of Warranties

      Luvo is not responsible for the User Content, accuracy or opinions expressed in such User Content posted or provided by third parties on the Site. Inclusion of any linked website or service on the Site does not imply approval or endorsement of the linked website or service by Luvo. In addition, Luvo is not responsible for any damage, injury or loss caused by users of the Site or by any of the equipment or programming associated with or utilized in the Site or any linked services. Posts and linked services created and posted by users on, though or in connection with the Site may contain links to other websites or services. Under no circumstances will Luvo be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of the Site or Linked Services, online or offline.

      THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LUVO SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LUVO SPECIFICALLY DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT POWER THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LUVO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USER CONTENT, OR REGARDING THE RESULTS OF THE USE OF THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, OR RELIABILITY, UNLESS OTHERWISE SPECIFICALLY SET OUT ON THE SITE.

      Limitations of Liability

      IN NO EVENT WILL LUVO (INCLUDING AFFILIATES, SUBSIDIARIES, AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SITE, EVEN IF LUVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE ENTIRE LIABILITY OF LUVO (INCLUDING ITS AFFILIATES, SUBSIDIARIES, AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE SITE SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY YOU TO LUVO IN THE PAST SIX MONTHS, OR $250, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THAT CASE, LUVO’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

      Indemnity

      You agree to defend, indemnify and hold harmless Luvo, its subsidiaries and affiliates (including their respective owners, directors, officers, employees, agents, representatives and agents) from and against any and all loss, liability, claims and demands (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of, or relating to: (i) any violation by you of the Terms of Use, or (ii) any breach of any of your representations or warranties in the Terms of Use.

      Agreement to Arbitrate

      This Section is referred to in these Terms of Use as the “Arbitration Agreement.” Unless you opt out in accordance with the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and Luvo, whether relating to these Terms of Use (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

      YOU AND LUVO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND LUVO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER LUVO USERS.

      Arbitration will be conducted by a single neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would, including without limitation, the limitation of liability provisions. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

      To commence an arbitration against Luvo, you must complete a short form, submit it to the AAA, and send a copy to Luvo at Flashnotes, Inc. d/b/a Luvo, Attn: CFO, at the street address set out in Section 19 (How to Contact Us), below. For more information, see the AAA’s claim filing page,www.adr.org/fileacase. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you.

      The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less you or Luvo may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Luvo subject only to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Luvo, unless the arbitrator requires otherwise.

      The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Luvo users, but is bound by rulings in prior arbitrations involving the same Luvo user to the extent required by applicable law.

      Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Luvo will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Luvo will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorneys’ fees and costs. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Luvo for all fees associated with the arbitration paid by Luvo on your behalf that you otherwise would be obligated to pay under the AAA Rules.

      All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential.

      If a court decides that any term or provision of this Arbitration Agreement other than the second paragraph of this section (the “waiver language,” in all capital letters) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of the waiver language is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Use will continue to apply in any case.

      You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (the “Opt-Out Notice”) in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 45 days after the date you accept these Terms of Use for the first time by registering with, or using, the Site. You must mail the Opt-Out Notice to Flashnotes, Inc. d/b/a Luvo, Attn: CFO, at the street address set out in Section 19 (How to Contact Us), below. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address used to log in to your Luvo account. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other terms of these Terms of Use will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.

      Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Luvo prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms of Use, such termination shall not be effective until 30 days after the version of these Terms of Use not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against Luvo prior to the effective date of removal.

      Governing Law and Jurisdiction

      These Terms of Use, and any dispute between you and Luvo, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement. Unless you and we agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Luvo must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts. You and Luvo agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims or disputes.

      Termination and Survival of Terms

      You may discontinue your use of the Site at any time. We may terminate or suspend your user account or right to access all or portions of the Site at any time, without notice, for any reason or for no reason or for conduct that we believe violates this Agreement and/or is harmful to other users, to Luvo, to other service or information providers, or to any third parties. After any termination of this Agreement and/or after you otherwise stop using the Services, the following will survive and remain enforceable and in full force and effect: Sections 2 (Account Registration and Termination), 3 (Privacy), 4 (Proprietary Rights), 5 (User Content), 6 (Transactions and Payments), 10 (Reporting Infringement), 11 (Disclaimer of Warranties), 12 (Limitations of Liability), 13 (Indemnity), 14 (Agreement to Arbitrate), and 15 (Governing Law and Jurisdiction).

      Feedback

      We invite you to provide Luvo with feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at support@Luvo.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Luvo. You hereby assign to Luvo and agree to assign to Luvo all of your right, title and interest in and to all Feedback, including all intellectual property rights therein. At Luvo's request and expense, you will execute documents and take such further acts as Luvo may reasonably request to assist Luvo to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.

      How to Contact Us

      If you have questions about the Luvo Terms of Use or Privacy Policy, contact us by: Phone: +1 (857) 277-0756 Email: Customer Service – help@luvolearn.com Press Inquiries Luvopr@luvolearn.com Legal Inquiries – legal@luvolearn.com DMCA Claims – dmca@luvolearn.com Regular mail: Flashnotes, Inc. d/b/a Luvo, Faneuil Hall Marketplace 2 South Market Bldg., 5th Floor Boston, MA 02109 USA

      Last revision date: September 17, 2015