THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Galvanize Terms of Use

These Terms of Use (the “Terms of Use”) apply to websites owned and operated by Galvanize, Inc. and its affiliates and subsidiaries (together, the “Company,” “we” or “us”) located at http://galvanize.com and all associated domain names and all other websites and domain names affiliated with the Company, and any other linked pages, features, content, or application services offered from time to time by us in connection therewith (collectively, the “Website”). The Website is the property of the Company and its licensors. BY USING THE WEBSITE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS TERMS OF USE; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

ACCESS TO THE WEBSITE

The Website is owned or operated by us. Subject to the terms and conditions of this Terms of Use, we may offer through the Website certain content, features or services described more fully on the Website (“Content”), solely for your own personal use, and not for the benefit of any third party. The term “Content” shall include, without limitation, the content offered by us on the Website and any feature or service we offer or perform for you. We may change, suspend or discontinue all or any part of the Content or the Website at any time. We also may impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability. You understand and agree that the Content is provided on an AS IS and AS AVAILABLE basis. We expressly and completely disclaim any and all responsibility and liability for the availability, accuracy, timeliness, security or reliability of the Content. We also reserve the right to modify, suspend or discontinue Content at any time and for any or no reason, with or without notice, and without any liability to you. We reserve the right, in our sole discretion, to modify this Terms of Use at any time by posting a notice on the Website, or by sending you a notice by email. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Content or the Website following such notification constitutes your acceptance of the terms and conditions of this Terms of Use as modified.

This Terms of Use is void where prohibited by law, and the right to access the Website is revoked in such jurisdictions.

PROPER USE

You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Content is subject to your acceptance of and compliance with this Terms of Use, including our Privacy Policy (http://www.galvanize.com/privacy). You agree that you will use the Content in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (a) use the Content to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by us; (b) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) prevent others from using the Content in a manner consistent with this Terms of Use; or (d) use the Content for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Content, and may subject you to state and federal penalties and other legal consequences. We reserve the right, but shall have no obligation, to investigate your use of the Content in order to determine whether a violation of this Terms of Use has occurred or to comply with any applicable law, regulation, legal process or governmental request.

RESPONSIBILITY FOR FEES AND USAGE CHARGES

By utilizing the Content, you acknowledge that you may receive e-mail or text messages on your phone or mobile communications device, and that the receipt of such messages may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your
sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Content.

PERSONAL INFORMATION

For information regarding our treatment of personally identifiable information, please review our current Privacy Policy, which is hereby incorporated into this Terms of Use by reference.

WEBSITE CONTENT

The Website and its contents are intended solely for the personal, non-commercial use of Website users and may only be used in accordance with the terms of this Terms of Use. All materials displayed or performed on the Website (including, but not limited to text, graphics, articles, photographs, images, illustrations (also considered part of the “Content”)) are protected by copyright and other intellectual property laws. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Website, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license,
sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (a) without the express prior written consent of the respective owners, and (b) in any way that violates any third party right.

The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided below) create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or the Website in whole or in part except in accordance with this Terms of Use.

Unless otherwise expressly specified in particular Content, you may download or copy Content (and other items displayed on the Website for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content’s copyright notice.

From time to time, we may post Content on the Website, such as Galvanize curriculum, that is expressly subject to the Creative Commons Attribution-ShareAlike 3.0 Unported License (http://creativecommons.org/licenses/by- sa/3.0/deed.en_US) (CC BA-SA 3.0). You may use that Content, and only that Content, in accordance with the terms of the CC BA-SA 3.0.

You shall not link to the Website without our prior written consent, except in accordance with the terms of this Terms of Use.

Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Website.

USER SUBMISSIONS

In the course of using the Content and the Website, you and other users may provide information that may be used by us in connection with the Content and which may be used by or visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to us or in connection with the Content or the Website (collectively, “User Submissions”), we hereby are and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, and transferable right to fully exploit such User Submissions (including all related intellectual property rights) and to allow others to do so. However, we will only share your personally identifiable information in accordance with our current Privacy Policy (http://www.galvanize.com/privacy). You also hereby do and shall grant each user of the Website and Content a non- exclusive license to access your User Submissions through the Website, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under this Terms of Use. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. You understand that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that we will not be liable for any errors or omissions in any content or any actions taken or not taken as a result User Submissions. You understand that we cannot guarantee the identity of any other users with whom you may interact in the course of using the Website. Additionally, we cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all Content accessed by you using the Website is at your own risk and you will be solely responsible for any injury, damage or loss to any party resulting therefrom.

YOUR WARRANTY

You warrant, represent and agree that you will not contribute any content or otherwise use the Website in a manner that (a) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (b) violates any law, statute, ordinance or regulation; (c) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (d) jeopardizes the security of your account in any way, such as allowing someone else access to your account or password. We reserve the right to remove any Content from the Website at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not us, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Website, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Content and as otherwise provided herein.

RESTRICTIONS

You are responsible for all of your activity in connection with the Website. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Website. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any of our users. Use of the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Website, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Website’s infrastructure. Further, the use of manual or automated software, devices, or

other processes to “crawl” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Content. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Content. You may not transfer your account to anyone without express prior written consent of Company.

WARRANTY DISCLAIMER

We have no special relationship with or fiduciary duty to you. THE CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE AND CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THIS TERMS OF USE, IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR ANY CONTENT (INCLUDING CONTENT POSTED BY THIRD PARTIES) AND RELATED SERVICES FOR:

  • PERSONAL INJURY, PROPERTY DAMAGE, THEFT, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF REPORTS, LOSS OF CONTENT, BUSINESS INTERRUPTION, MOBILE DEVICE FAILURE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; AND
  • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR YOUR USE OF THE WEBSITE, CONTENT, OR ANY RELATED SERVICES, INCLUDING AMOUNTS PAID BY YOU OR ON YOUR BEHALF FOR TUITION FOR EDUCATION OR TRAINING PROGRAMS OR COURSES PROVIDED BY THE COMPANY.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

If you are accessing this Website from New Jersey, YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THIS WEBSITE; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THIS WEBSITE; AND (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE THE COMPANY, AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THIS WEBSITE; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST THE COMPANY FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF THE COMPANY AND ITS AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

REGISTRATION AND SECURITY

As a condition to using Content, you may be required to register with us and select a password and user name (“Company User ID”). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Terms of Use, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that
person; or (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. We reserve the right to refuse registration of or cancel a Company User ID in our discretion. You are responsible for maintaining the confidentiality of your password.

INDEMNITY
You agree to indemnify, defend and hold harmless us and our managers, members, owners, officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Website and Content or your breach of this Terms of Use. Furthermore, you agree that we assume no responsibility for the content you submit or make available through the Website.


DISPUTE RESOLUTION

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

YOU AGREE THAT BY USING THIS WEBSITE, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

You and the Company agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms of Use, your use of the Website, or your and the Company’s dealings with one another shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. The arbitration will be conducted by Judicial Arbiter Group, Inc. (“JAG”) using one arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAG arbitrators in accordance with the Arbitration Rules and Procedures of JAG. If JAG is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and the Company both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act. For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and the Company must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, Colorado. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor the Company will be able to have a court or jury trial or participate in a class action or class arbitration. You and the Company each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. The arbitrator may not consolidate the claims of multiple parties.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, your use of the Website, or your and the Company’s dealings with one another MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You and we agree that all challenges to the validity and applicability of the arbitration provision—i.e. whether a particular claim or dispute is subject to arbitration—shall be determined by the arbitrator. Notwithstanding any provision in these terms to the contrary, if the class-action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms of Use. This arbitration agreement will survive termination of your use of this Website and your relationship with the Company. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879.

If you wish to opt-out of the agreement to arbitrate, within 45 days of when you first use the Website or submit through the Website a request for information, you must send the Company a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address: Legal Department. Galvanize, Inc. 1062 Delaware Street, Denver, CO 80204. In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms of Use.

THIRD-PARTY MATERIALS

The Website may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third- party advertising (“Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency,
quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.

TERMINATION

This Terms of Use shall remain in full force and effect while you use the Website. You may terminate your use of the Website or your account at any time by contacting us at info@galvanize.com (mailto:info@galvanize.com). We may suspend or terminate your access to the Content, Website or your account at any time, for any reason (without
cause or for your violation of any provision of this Terms of Use), and without warning or notice, which may result in the forfeiture and destruction of all information associated with your membership. Upon termination of your account, your right to access the Website and any Content will immediately cease. All provisions of this Terms of Use, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

EXPRESS CONSENT TO RECEIVE CALLS AND TEXT MESSAGES FROM THE COMPANY

By agreeing to the Terms of Use, you expressly consent to receive from the Company and its agents marketing and advertising phone calls and text messages made using an automatic telephone dialing system or an artificial or prerecorded voice to any mobile or residential phone numbers you provide to the company. By agreeing to the Terms of Use, you also understand that consent is not required to make a purchase. You may revoke your consent at any time.

You warrant and represent that you are either the account owner of any mobile or residential phone numbers you provide to the Company, or you have the express permission of the account holder to provide such numbers.

MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Terms of Use shall otherwise remain in full force and effect and enforceable.

This Terms of Use is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate this Terms of Use and our rights and obligations without consent. This Terms of Use shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws provisions thereof.

This TERMS OF USE and our Privacy Policy (http://www.galvanize.com/privacy) constitute the entire agreement between you and us with respect to the Website and Content and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Website.

COPYRIGHT DISPUTE POLICY

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). It is our policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (b) remove and discontinue service to repeat offenders.

Effective: September 23, 2016