Knoodle Terms of Service

Last Updated January 16, 2012

Welcome, and thank you for your interest in SK Telecom Americas, Inc., d.b.a. Knoodle ("Knoodle"), and its web sites located at knoodle.com and its various subdomains (including content hosted on knoodle.com and syndicated through the use of embedded players posted on third party sites), and other related web sites, services, applications, widgets, and networks owned or controlled by Knoodle (the "Knoodle Service").

The following Knoodle Terms of Service is a legal contract between you and Knoodle regarding your use of the Knoodle Service, and the use of the Knoodle Service by your personnel.

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE KNOODLE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT WITHOUT MODIFICATION, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY, TERMS OF PURCHASE, AND TERMS OF SALE, AND ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE KNOODLE SERVICE.

1. Eligibility

The Knoodle Service is not available to persons under the age of 18 or to any users previously suspended or removed from the Knoodle Service by Knoodle. YOU HEREBY REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE KNOODLE SERVICE. You hereby represent and warrant that you are (i) an authorized representative of the company, entity, or organization identified in your account submission (the "Subscriber"), with the authority to bind such organization to these terms, and that you agree to these terms on behalf of such subscribing organization, or (ii) an Authorized User (as defined below). References to "You" or "Subscriber" herein refer to (i) Subscriber's corporate entity, (ii) users accessing the Knoodle Service on behalf of Subscriber, and (iii) Authorized Users.

2. Permission to Access the Knoodle Service

2.1 Access to the Knoodle Service. Subject to full compliance with these Terms, including without limitation payment of any applicable Service Fees (as defined below), and solely as enabled through the use of the intended features of the Knoodle Service, Knoodle hereby grants Subscriber permission during the Term to use the Knoodle Service to (i) upload and distribute Your authorized content, including without limitation, videos, images, presentation materials, documents and other text, and any other files or materials you submit, provide, or post through the Knoodle Service ("Subscriber Submissions"), (ii) communicate with other users, including Authorized Users (as defined below), (iii) to access and configure your account settings and parameters, and list of Authorized Users, to (iv) access and view and (v) to access, view, and download or print a reasonable number of copies of content from the Knoodle Service, including analytics provided to You by Knoodle.

2.2 Account. Subscriber is solely responsible (i) for maintaining the confidentiality of account password(s); (ii) for restricting access to Subscriber's account; and (iii) for all activities that occur under Subscriber's account or password(s). If Subscriber has reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your account ID, password, or any applicable payment account), Subscriber shall immediately notify Knoodle. Subscriber may be liable for the losses incurred by Knoodle or others due to any unauthorized use of Subscriber's account on the Knoodle Service.

2.3 Trial Period. Knoodle may allow You to sign up for an initial promotional or trial account at a reduced fee or for no fee for a limited time period. In such a case, Your account on the Knoodle Service (and Your access to the Knoodle Service) will be discontinued upon the termination of the stated trial or promotional period, unless You have signed up for a full paid subscription prior to the end of the trial or promotional period.

2.4 Prohibited Uses. You shall not use the Knoodle Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Knoodle Service or the data contained therein; or (v) attempt to gain unauthorized access to the Knoodle Service or its related systems or networks.

2.5 Additional Policies. You acknowledge that use of the Knoodle Service is additionally subject to Knoodle's Privacy Policy, and any other posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (collectively, the "Policies"), which Policies are hereby incorporated into these Terms by reference.

3. The Knoodle Service

The Knoodle Service is comprised of the following elements:

3.1. Server storage space, subject to applicable posted limits, where Subscriber can upload and store its proprietary content and bandwidth to enable display of your materials to Authorized Users (as defined below);

3.2. Online tools to enable authoring and configuration of Your content, including arranging materials you submit through the Knoodle Service into discrete presentations, called Presentations (as defined below);

3.3. Authentication systems to enable Subscriber to make Subscriber Submissions available to all users of the Knoodle Services, or to restrict access to Subscriber Submissions to certain authorized users, as specified by Subscriber and modified from time to time, including without limitation, any users that you may enable to access the Subscriber Submissions by use of embeddable Widgets (as defined below) (any such user the Subscriber grants access to its Subscriber Submissions, an "Authorized User");

3.4. Online tools to configure subscription levels;

3.5. Access to Subscriber Submissions and Presentations, both directly through the Knoodle Service as well as through an embeddable player and other widgets, as described below;

3.6. Online help tools and materials, as well as certain additional technical support services, by email and telephone, depending upon the subscription level, as described in more detail on the Knoodle Support Site, and

3.7 Web analytics tools to track users, and user viewing hours.

4. Fees

4.1 Fees. Knoodle charges subscription fees based on the amount of user hours of viewing time Subscriber wishes to enable, subject to posted minimums (the "Subscription Fees"). All fees charged are exclusive of any federal, state, municipal, or other taxes of any kind that may be levied on your use of the Knoodle Services, except for taxes charged on Knoodle's net income.

4.2 Modification to Subscription Level. You may change Your subscription level at any time by configuring the change through the Knoodle Service, and the change (including the application of the new Subscription Fees for the modified service level) will apply effective as of the first day of the following subscription period. If You increase Your subscription level, You will have the benefit of the increased level during the subscription period in which the change is made. Notwithstanding, if Knoodle determines or suspects misuse or abuse of these features to minimize or eliminate accrual of Service Fees, Knoodle may, in addition to any other remedies it may have at law or at equity, terminate or suspend Your account on the Knoodle Service.

4.3 Modification of Fees. Knoodle reserves the right to modify fees on a going-forward basis, including adding new fees with prior notice to you and offering certain features to some or all users at discounted rates or free of charge, without liability to you. Fees will be charged based on Knoodle's then-current prices, which will be posted on the Knoodle Service 30 days in advance of the effective date. Knoodle will use reasonable efforts to notify Subscriber of material changes to Service Fees, and Subscriber may discontinue use of the Service in the event such fees are not acceptable. A current listing of Knoodle's fees is located at the Knoodle Pricing Page.

4.4 Method of Payment. Knoodle only accepts payments by credit card, as indicated in the applicable payment page, and such payments are processed by Knoodle's third party payment processor. Subscriber shall ensure that payment information provided to Knoodle is at all times current, complete and accurate, and notify Knoodle if Your account is changed or canceled (e.g., if it is compromised or deactivated), and agrees that Knoodle may charge the payment instrument You provide for any applicable Service Fees. If the charge fails, is declined, or if Your account is past due for any reason, Knoodle may collect fees owed using other collection mechanisms. Subscriber's account may be deactivated without notice if payment is past due, regardless of the dollar amount.

4.5 Timing of Payments. Subscription Fees are charged at the start of Your subscription period, and at the start of each renewal period thereafter, until Your subscription is terminated in accordance with the terms set forth herein.

4.6 Disputes; No Refunds. YOU AGREE TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO YOUR ACCOUNT IN WRITING TO KNOODLE WITHIN THIRTY (30) DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED. EXCEPT AS PROVIDED IN SECTION , ALL SERVICE FEES ARE NONREFUNDABLE.

5. Modification of these Terms

Knoodle reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms, including the related Policies, at any time by posting the amended Terms to the Knoodle Service. Please check these Terms and any Policies periodically for changes. Your continued use of the Knoodle Service after the effective date of the change constitutes Your binding acceptance of such changes. In the event that such a change materially affects your rights or obligations hereunder, we will notify you of the change, such as by sending an email to the address we have on file for You, or by generating a popup or similar notification through the Knoodle Service. Amended Terms or fees will automatically be effective upon the earlier of (i) thirty (30) days after they are initially posted on the Knoodle Service, or (ii) Your use of the Knoodle Service with actual knowledge of the amendment; provided, however, that any dispute that arises under this Agreement shall be resolved according to the terms in place at the time the dispute arose. Additionally, Knoodle will notify You through the Knoodle Service's messaging system.

6. Term and Termination

6.1 Term. The term of these Terms shall commence on the Effective Date and continues until terminated in accordance with the terms hereof (collectively, the "Term").

6.2 Termination for Convenience. Either party may terminate the Knoodle Service for convenience at any time for any reason, provided however, that as to Subscriber, such termination will not be effective until the end of the then-current subscription period. Without limiting the generality of the foregoing, Knoodle may suspend and or terminate You account at any time for any actual or suspected misuse or abuse of the Knoodle Service, or Your breach of any of Your representations, warranties, covenants, or other obligations under these Terms, provided that Knoodle will notify You in writing of such intended suspension or termination.

6.3 Repeat Infringers. As provided in these Terms, Knoodle does not permit copyright infringing activities on the Knoodle Service, and will terminate access to the Knoodle Service, and remove all Subscriber Submissions or other content submitted by any Subscriber or Authorized User who is found to be a repeat infringer.

6.4 Effect of Termination. Immediately upon termination, Your rights to access the Knoodle Service cease, and Knoodle may immediately cease making Your Subscriber Submissions and Presentations available to You and any other Authorized Users or other users, including through any Widget. In the event of a termination of this Agreement by Knoodle pursuant to Section , any Service Fees paid by Subscriber in respect of viewer hours subscribed to but not yet utilized shall be refunded to Subscriber within thirty (30) days of the cessation of the Knoodle Service. Any amounts then outstanding shall be due and payable upon the effective date of termination, and Knoodle reserves the right to charge Your payment instrument directly upon termination for any such outstanding Service Fees. In addition, Knoodle will provide all necessary engineering support services to Subscriber to facilitate the return to Subscriber of the Subscriber Submissions in unsynchronized form, but in no event will Knoodle release the synchronized Presentations to You.

7. Subscriber Submissions License Grant; Representations and Warranties

7.1 License Grant to Knoodle. You retain all right, title and ownership to all intellectual property rights in original aspects of Your Subscriber Submissions. By submitting Subscriber Submissions to the Knoodle Service, You hereby grant to Knoodle a limited license to host, transfer, display, perform, reproduce, distribute, transmit, and modify Your Subscriber Submissions, solely in order to provide Your Subscriber Submissions to Authorized Users through the Knoodle Service. For clarity, the foregoing license includes the right to combine and process individual Subscriber Submissions along with Your other Subscriber Submissions, into larger collections comprising a single presentation (each, a "Presentation"), solely at Your direction through Your use of the Knoodle Service, and to make such uses of Presentations as can be made of Subscriber Submissions generally. You agree that, subject to Your rights in the underlying Subscriber Submissions, you do not gain any ownership rights in any Presentation, nor do you have any right to download, capture, or otherwise retrieve a copy of any Presentation, or reproduce or redistribute copies of any Presentation.

7.2 Additional License Grants. Subject to Your prior written permission to Knoodle, you grant Knoodle the right to use Your name and/or likeness and/or any names and/or likenesses that You submit in connection with Your Subscriber Submissions in connection with operating the Knoodle Service. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights with respect to Your Subscriber Submissions. Subject to Your prior written notice to Knoodle, You also hereby grant Knoodle a worldwide, non-exclusive, license to publish, broadcast and use the name, picture, voice, likeness, and/or biographical information of any individual that You submit in connection with Your Subscriber Submissions solely for the purpose of operating and promoting the Knoodle Service.

7.3 Subscriber Submissions Representations and Warranties. You are solely responsible for Your User Submissions and the consequences of posting or publishing them. By uploading and publishing Your User Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have all the necessary licenses, rights, consents, and permissions to use and to authorize Knoodle to use and distribute Your Subscriber Submissions as necessary to exercise the licenses granted by You in this Agreement; (2) Your Subscriber Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) Your Subscriber Submissions do not contain unlawful, fraudulent, false or misleading instruction, information, or material, or advocate , any unlawful, fraudulent, or unethical activity; (4) You possess the knowledge and skill in the field that Your Subscriber Submissions focus on to provide meaningful instruction in such field; (5) Your Subscriber Submissions are not targeted at, intended for, or designed to appeal to, users under the age of thirteen (13); and (6) Your Subscriber Submissions do not contain any viruses, adware, spyware, worms, or other malicious code. Violators of third-party rights may be subject to criminal and civil liability.

7.4 Subscriber Submissions Disclaimer. Knoodle is not responsible for the quality, accuracy, usefulness, or intellectual property rights of or relating to Subscriber Submissions and other content, and Knoodle makes no representation as to Your skill, knowledge, accreditation, credential, or expertise. Knoodle does not endorse Your Subscriber Submissions or any content, opinion, recommendation, or advice expressed therein, and Knoodle expressly disclaims any and all liability in connection with Subscriber Submissions and other content. If notified by a content owner of an Subscriber Submission or other content that allegedly does not conform to these Terms, Knoodle may investigate the allegation and determine in its sole discretion whether to remove the Subscriber Submission or other content, which it reserves the right to do at any time and without notice. For clarity, Knoodle does not permit copyright infringing activities on the Knoodle Service.

8. Embeddable Player and Other Widgets

Knoodle may supply certain "embeddable widgets", consisting of HTML code that enables You to expose certain features of the Knoodle Service through other web sites ("Widgets"), such as Your personal web site or social networks You subscribe to, including without limitation an embeddable player widget which allows You to enable access to Your Subscriber Submissions through Your own web site or third party web sites that allow inclusion of such widgets. Widgets are expressly a part of the Knoodle Service, and their use is governed by these Terms and any applicable associated guidelines. You may only embed Widgets on other web sites as originally provided to You by Knoodle without modification. You must ensure that any logos, branding and other visual interface elements are visible and unmodified. You may not use Knoodle Widgets in a way that might confuse third parties as to the source or origin of the Widget itself, or the source of the service or content that the Widget connects to and exposes. Further, Your rights with respect to what materials You may incorporate into third party services are governed by separate terms, which may prohibit the use of Knoodle Widgets. It is solely Your responsibility to determine whether such use is permitted by a particular third party provider, and You agree to indemnify and hold Knoodle harmless from any harms or liabilities arising in connection with Your use of Widgets on third party web sites.

9. Ownership; Proprietary Rights

The Knoodle Service is owned and operated by SK Telecom Americas, Inc. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Knoodle Service provided by Knoodle (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Knoodle Service are the property of Knoodle or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Knoodle or its affiliates and/or third-party licensors. Except as expressly authorized by Knoodle, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Knoodle reserves all rights not expressly granted in these Terms.

10. Copyright Infringement; Digital Millennium Copyright Act

10.1. It is Knoodle's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act, and to remove Subscriber Submissions as appropriate in connection with such notices. Knoodle will promptly terminate without notice the accounts of those determined by Knoodle to be "repeat infringers". If You are found to be a repeat infringer, Knoodle may terminate Your Subscription immediately without liability to You.

10.2. It is Knoodle's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. In addition, Knoodle will promptly terminate without notice the accounts of those determined by Knoodle to be "repeat infringers". If You are a copyright owner or an agent thereof, and You believe that any content hosted on the Knoodle Service infringes Your copyrights, then You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Knoodle's Designated Copyright Agent with the following information in writing:

10.3. Knoodle's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent at 400 Kelby St., 17th Floor, Fort Lee, NJ 07024. After Your first report to us, You may be permitted to report to us by email, the address for which we will provide. For clarity, only DMCA notices should go to the Knoodle Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Knoodle customer service. Please note that if You fail to comply with all of the requirements of this section, Your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

11. Prohibited Conduct

BY USING THE KNOODLE SERVICE YOU AGREE NOT TO:

11.1 use the Knoodle Service for any purposes other than (i) to disseminate or receive original or appropriately licensed educational content or information, or (ii) to access the Knoodle Service as such services are offered by Knoodle;

11.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 9, above);

11.3 download, capture, or otherwise reproduce, distribute, or redistribute any content from the Knoodle Service (including without limitation any Presentations), except as expressly authorized herein.

11.4 post, upload, or distribute any Subscriber Submission or other content that is defamatory, libelous, inaccurate, unlawful (including in violation of any intellectual property or similar laws), or that a reasonable member of Your group of Authorized Users could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

11.5 post, upload, or distribute any Subscriber Submission or other content that is targeted at, intended for, or designed to appeal to, users under the age of eighteen (18) years old;

11.6 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Knoodle Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

11.7 modify, adapt, translate or create derivative works based upon the Knoodle Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

11.8 interfere or attempt to interfere with the proper workings of the Knoodle Service or any activities conducted on the Knoodle Service;

11.9 upload or post any Subscriber Submissions that are encrypted, or otherwise unreadable or unviewable by Knoodle.

12. Affiliated Sites

Knoodle works with 3rd party partners and affiliates whose websites may be linked with the Knoodle Service, or who provide access to websites, services, software, or content that are provided, owned or licensed by, or under the control of such partners or affiliates (“3rd Party Content”). Knoodle has no control over any 3rd Party Content, and hereby disclaims to the maximum extent permitted under applicable law any representation or warranty about, and takes no responsibility or liability of any type or kind for such 3rd Party Content, including without limitation, any unintended, objectionable, inaccurate, misleading, or unlawful materials. Your use of 3rd Party Content in conjunction with the Knoodle Service is subject to any terms of use and privacy policies made applicable to the same by its provider.

13. Indemnification

You agree to indemnify, save, and hold Knoodle, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Knoodle Service, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein, including without limitation any claims (i) that Your Subscriber Submissions violate any intellectual property right or other proprietary right of a third party, or (ii) arising in connection with instruction or information You provide or any communication or contact with other users You initiate or engage in through the Knoodle Service, whether through Your Subscriber Submissions or through use of any communication feature of the Knoodle Service such as private messaging, chat, Office Hours, or otherwise. Knoodle shall use reasonable efforts to notify You of any such claim of which it becomes aware and shall be entitled to assume, at Your expense, the defense of any such claim. In the event that Knoodle allows You to conduct the defense of such claim, You shall not, without Knoodle's prior written consent, acquiesce to any judgment or enter into any settlement of such claim.

Knoodle will indemnify, save, and hold You, Your affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Knoodles violation of its representations and warranties herein, including without limitations contained in Section 9 above. You shall use reasonable efforts to notify Knoodle of any such claim of which You become aware and shall be entitled to assume, at Knoodle’s expense, the defense of any such claim. In the event that You allow Knoodle to conduct the defense of such claim, Knoodle shall not, without Your prior written consent, acquiesce to any judgment or enter into any settlement of such claim.

14. Disclaimers; No Warranties

14.1. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KNOODLE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KNOODLE OR THROUGH THE KNOODLE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION , THE TERM KNOODLE INCLUDES KNOODLE'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

14.2. "As is" and "As available" and "With All Faults". YOU EXPRESSLY AGREE THAT THE USE OF THE KNOODLE SERVICE IS AT YOUR SOLE RISK. THE KNOODLE SERVICE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, SUBSCRIBER SUBMISSIONS (INCLUDING ANY INSTRUCTION, ADVICE, OR OTHER INFORMATION INCLUDED THEREIN), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KNOODLE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

14.3. Knoodle Service Operation and Content. EXCEPT AS OTHERWISE PROVIDED HEREIN, KNOODLE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE KNOODLE SERVICE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS.

15. Limitation of Liability and Damages

15.1. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL EITHER PARTY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR ANY AUTHORIZED USER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE KNOODLE SERVICE, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE FOREGOING LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15.2. Limitation of Damages. IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', OR THIRD-PARTY PARTNERS', OR SUPPLIERS' AGGREGATE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE KNOODLE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE FOREGOING LIMITATION ON LIABILITY IS AN AGGREGATE TOTAL CAP, AND SHALL NOT BE INCREASED DUE TO ANY OVERLAPPING OR ENTIRELY SEPARATE LOOKBACK PERIODS.

15.3. Release for Disputes Between Users. . If You have a dispute with one or more users (including any Authorized Users) or any other third party in connection with Your use of the Knoodle Service, You release Knoodle (and Knoodle's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code Section 1542, which says:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

16. Limitations of Applicable Law; Basis of the Bargain

16.1. CERTAIN JURISDICTIONS DO NOT ALLOW DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

16.2. YOU ACKNOWLEDGE AND AGREE THAT KNOODLE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND KNOODLE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND KNOODLE. KNOODLE WOULD NOT BE ABLE TO PROVIDE THE LEETTO SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

17. Miscellaneous

17.1. Entire Agreement. This is the entire agreement between You and Knoodle relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Knoodle as set forth in Section 5 above.

17.2. Waiver. The failure of Knoodle to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by both Parties.

17.3 Dispute Resolution. If a dispute arises between You and Knoodle, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Knoodle agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and You otherwise agree in writing. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

17.4. Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be modified, limited, or eliminated from these Terms to the minimum extent necessary to make it lawful, valid, and enforceable, and will not affect the validity and enforceability of any remaining provisions.

17.5. Assignment. You may not transfer or assign these Terms, nor any rights or licenses granted hereunder, without the express written consent of Knoodle, except in the event of a merger or acquisition of all or substantially all of Your assets. Knoodle may assign these Terms, including any and all licenses granted hereunder, without restriction, provided that the assignee adopts this Agreement and is able to provide at least the same level of service as that provided by Knoodle. Any assignment attempted to be made in derogation of the foregoing shall be void. Subject to the foregoing, this Agreement shall be binding on each Party's permitted successors and permitted assigns.

17.6. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 4, 6, 9, and 12 through 16.

17.7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.8. Disclosures. The services hereunder are offered by SK Telecom Americas, Inc., d.b.a. Knoodle, located at 150 Mathilda Place, Suite 450, Sunnyvale, CA 94086; Knoodle may be contacted by email at info@knoodle.com. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.