SHMOINTS TERMS OF SERVICE

1. Scope of Agreement

This agreement ("Agreement") sets forth the terms of use of "Shmoints", a virtual currency that may be used solely on the website www.shmoop.com ("Shmoints"). In this Agreement, the term "you" means you the customer; and the terms "Shmoop", "we", "us" and "our" means Shmoop University, Inc., a Delaware corporation. This Agreement supplements the Shmoop Terms of Service contained at https://www.shmoop.com/public/terms/ (the "Terms of Service"). Capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. If there is an inconsistency between the Shmoop Terms of Service and this Agreement, the terms of this Agreement will govern your acceptance, earning or use of Shmoints. By accepting, earning or using for your user account, you agree that your acceptance, earning or use of Shmoints will be subject to this Agreement.This agreement ("Agreement") sets forth the terms of use of "Shmoints", a virtual currency that may be used solely on the website www.shmoop.com ("Shmoints"). In this Agreement, the term "you" means you the customer; and the terms "Shmoop", "we", "us" and "our" means Shmoop University, Inc., a Delaware corporation. This Agreement supplements the Shmoop Terms of Service contained at https://www.shmoop.com/public/terms/ (the "Terms of Service"). Capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. If there is an inconsistency between the Shmoop Terms of Service and this Agreement, the terms of this Agreement will govern your acceptance, earning or use of Shmoints. By accepting, earning or using for your user account, you agree that your acceptance, earning or use of Shmoints will be subject to this Agreement.

2. Revised Terms

Shmoop reserves the right, at any time, and for any reason, from time to time, to modify, suspend, or discontinue, temporarily or permanently, the terms by which Shmoints may be allocated, earned or used, with or without notice. You acknowledge and agree that Shmoop is not liable to you or any third party for such suspension, modification, or discontinuance. We may revise this Agreement at any time and the revisions will apply to the acceptance, earning and use of Shmoints and the subsequent entitlements to content that you receive by using Shmoints.

3. Shmoints License and Use of Shmoints

Shmoints can be allocated and earned through use of the Services. We may also award Shmoints in connection with contests and promotions. By earning, being allocated or using Shmoints, you obtain a limited, personal, non-transferrable, revocable license to access and select from content that we expressly make available as part of the Services (the "Shmoop Content") for non-commercial use. Shmoints have no monetary value and do not constitute currency or property of any type. Shmoints may be redeemed for Shmoop Content only. Shmoints are personal to you, and they cannot be sold or transferred, and cannot be exchanged for cash or for any other goods and services, except for the Shmoop Content. Shmoints may not be subject to refund, including a refund for any unused Shmoints. Shmoop reserves all right, title and interest in Shmoop Content and all associated copyrights, trademarks, and other intellectual property rights therein. The license granted herein is limited to the intellectual property rights of us in the Shmoop Content and does not include any rights to other patents or intellectual property. You may not remove, alter, or obscure any identification, copyright, or other intellectual property notices in the Shmoop Content.

4. Shmoints Term

The term of your Shmoints license starts when you acquire Shmoints and, subject to this Agreement, ends the earliest of (i) the second anniversary of the date of allocation or award; (ii) the date we modify the terms of use of Shmoints in a manner that makes them unusable by you, revoke the license set forth in Paragraph 3 above or the applicable Shmoop Content becomes unavailable for any reason; and (iii) the day that your access to the Shmoop Services is cancelled, suspended or terminated as set forth in this Agreement. If you have not used your Shmoints for twenty four (24) months or more and your account has a Shmoints balance, your Shmoints shall expire and your account may be cancelled for non-use. Unused Shmoints balances may be canceled or revoked by us at any time, with or without notice and for any reason or no reason.

5. Changes in Shmoop Content

We reserve the right to determine the Shmoop Content that may be redeemed for Shmoints, and the value of each Shmoint toward the Shmoop Content that may be redeemed. We also reserve the right to change our determination of any of the foregoing at any time. We do not guarantee that any particular item offered as part of the Shmoop Services will be available at all times or at any given time. We do not guarantee that we will continue to offer particular items for any particular length of time. We reserve the right to change and update our inventory of Shmoop Content without notice to you.

6. Shmoints Availability

Shmoints may only be held by legal residents of countries where access to and use of the Shmoop Services is permitted. Shmoints may be allocated, earned or used from Shmoop and through means we provide on the applicable website(s) or otherwise expressly authorize. Shmoop reserves the right to refuse your request(s) to purchase and/or acquire Shmoints, and Shmoop reserves the right to limit or block any request to purchase and/or acquire Shmoints for any reason.

7. Cancellation and Suspension

We can cancel or suspend your access to Shmoints, the Shmoop Services or your Shmoop Account, in our sole discretion and without prior notice, if (a) you fail to comply with this Agreement or the Terms of Service; or (b) if we otherwise suspect fraud or misuse of Shmoop Services and/or Shmoints, or any other unlawful activity associated with an account membership registered to or used by you.

8. Termination of Services

You agree that Shmoop may stop making Shmoints and the Shmoop Services available, at any time, without any liability to you.

9. Disclaimer of Warranties

THE SHMOOP SERVICES ARE PROVIDED ON AN "AS IS" BASIS. SHMOOP MAKES NO WARRANTIES WITH RESPECT TO THE SHMOOP SERVICES, THE SHMOOP CONTENT OR SHMOOP. TO THE EXTENT PERMITTED BY LAW, SHMOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. SHMOOP DOES NOT WARRANT THAT THE FUNCTIONALITY OR OPERATION OF THE SHMOOP SERVICES, ANY ACCOUNTS OR SUPPORTING SYSTEMS AND WEBSITES WILL BE UNINTERRUPTED OR FREE FROM ERROR, THAT ANY DEFECTS IN THE SHMOOP SERVICES WILL BE CORRECTED, OR THAT THE SHMOOP SERVICES OR THE SERVERS THAT MAKE THOSE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

SHMOOP SHALL HAVE NO LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE SHMOOP SERVICES, THE SHMOINTS, OR THE SHMOOP CONTENT EVEN IF SHMOOP IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT LIMITS SHMOOP LIABILITY TO YOU FOR FRAUDULENT MISREPRESENTATIONS, DEATH OR PERSONAL INJURY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS.

11. Reservation of Rights

We reserve the right to take all legal and technical steps available, including pursuing civil remedies and criminal prosecution, for any violation of this Agreement or the Terms of Service. Our failure to enforce this Agreement or the Terms of Service in every instance in which it is entitled does not amount to a waiver of our rights.