Kolena Exchange Platform Agreement

Last updated: February 1, 2022

This Kolena Exchange Platform Agreement (“Agreement”) is entered into between Kolena, Inc. (“Kolena” or “We”, “Us, “Company”), a corporation with its headquarters located at 8465 W Sahara Ave. Suite 111-644, Las Vegas, NV 89117 and you (“You”, “Partner”) in connection with Kolena’s offering of the Exchange service (“Exchange”, “Service”) on its platform. Please read this agreement carefully as it sets forth the terms that cover this Service offering.

The Service

Kolena’s Exchange service is a service being offered on the Kolena platform. The service comprises a managed directory of courses curated by Kolena whereby students are able to search, find, and purchase said courses. Kolena reserves the right to cancel the Service at any time in its sole discretion. Should the Company cancel the Service, reasonable attempts to contact the Partner about the cancellation will be made.

Fees for Kolena Exchange

a. General: Kolena shall charge a fee on the sales made through the Exchange platform. For all Partners participating in the Service, Kolena will charge a 35% commission on the sale price of the course or product sold through Exchange. Kolena reserves the right to reduce, credit, or abstain from collecting this fee in its sole discretion. All other fees shall be charged in accordance with the Kolena Terms of Use and any other agreements or service opt-ins that Partner may have, or will have, entered into with Kolena. The Service does not in any way replace or remove any other fees or charges that are a part of the Partner’s usage of, or participation on, the Kolena platform. Notwithstanding the foregoing, transaction, and credit card/membership processing fees are included in the 35% commission charged by Kolena.

b. Discounts: Kolena reserves the right to offer discounts of up to 20% on the sale price of courses appearing on the Exchange platform for any reason, including, but not limited to, incentivizing participation on the Exchange platform. Should a discount be made to courses appearing in the Service, the discounted amount will apply to the gross amount of the sale price before any other fees are taken into consideration. For the avoidance of doubt, the intent of this discount right is to provide limited discounts to incentivize the Exchange service, and not to target individual courses on an ongoing basis for a discount.

Cancellation

Partner may cancel their participation at any time. To cancel participation in the Service, Partner shall provide Kolena written notice of their decision to remove themselves from Exchange. As such time, Kolena shall remove Partner from the Service as soon as possible, and in any event, no later than 10 business days from receipt of the written request to be removed from the Service.

Construction with Other Agreements

The agreement shall be made in conjunction with other agreements that the Partner may have entered into with Kolena, including, but not limited to, the Kolena Terms of Use and Privacy Policy (“Prior Agreements”). This Agreement does not supersede the Prior Agreements and the terms as set forth therein apply in full force and are incorporated into all of the Partner’s use of the Kolena platform, including the Exchange service. Should this Agreement conflict with the Prior Agreements, the Prior Agreements shall take precedence.

Privacy

Kolena’s Exchange Service shall be governed by Kolena’s Privacy Policy.

No Expectation of Additional Sales

Kolena does not guarantee additional sales for Partner’s course(s) by participating in Exchange. Partner shall have no expectations that participation in the service shall result in increased revenue from, or traffic to, Partner’s courses or any other additional financial gain. Kolena makes no warranties or claims as to the efficacy of the directory service.

‍Taxes

Taxes charged on the Exchange platform shall be governed by Kolena’s Terms of Use. Partner will indemnify, defend, and hold Kolena harmless from and against any tax, penalty and interest arising from the Partner’s tax position.

Assumption of Risk

Partner is solely responsible for ensuring that their participation in the Service complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. Partner assumes all liability for any claims, suits, or grievances filed against Partner, including, but not limited to, all damages related to Partner’s participation in Exchange.

Indemnification

Partner agrees to indemnify, defend, and hold harmless Kolena, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers, from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by you or arising from or related to your participation, or use or misuse, of the Service (including, without limitation, any use in contravention of this Agreement or the Prior Agreements, other Kolena policies, and copyright and other intellectual property law).

Termination of Access

Kolena may discontinue Partner’s participation in, our usage of, Exchange at any time for any reason in its sole discretion. Removal from Exchange may not necessarily result in Partner’s course(s) being deleted and their account terminated.

License

Partner agrees to provide Kolena with an unconditional, irrevocable, non-exclusive, non-transferrable, worldwide license allowing Kolena to use Partner’s name, photograph, video, voice, business/trade names, course/lecture titles, and other likenesses, for any purposes related to the promotion of Partner’s course content through Exchange. The license contemplated herein does not include Partner’s course content, of which Partner retains all rights and ownership in alignment with Kolena’s Terms of Use and Privacy Policy.

Exchange by Kolena, grants you a revocable, non-exclusive, non-sublicensable non-transferable license to use the Exchange name and logo solely for the purposes of promoting the Exchange project subject to the following terms:

(a) if Kolena provides you with style or usage guidelines around the use of our logo, you may only use our logo consistent with these guidelines;
(b) You may not modify our logo in any way without Kolena’s express written permission; and
(c) Kolena reserves the right to revoke your license at any time at our sole discretion.

Entire Agreement; Severability of Provisions; No Waiver

This Agreement incorporates by reference any notices contained on the Platform, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by Kolena, including the Platform, Kolena Services, and any Content. If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy

Changes to the Terms of Participation

Kolena may review and update this Agreement at any time in our sole discretion and it is Partner’s responsibility to keep abreast of those changes. All changes are effective immediately when posted and apply to all access to and participation or use of the Service thereafter. Partner’s continued participation in, or use of, the Service following the notification and/or posting of a revised Exchange Agreement means that Partner accepts and agrees to the changes, which are binding.

Titles/Headings

The headings and titles of sections to this Agreement have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of this Agreement. Neither Partner nor Kolena shall rely on, or interpret substantively, the headings when construing the meaning of each section or the Agreement as a whole.

Gender/Plural

Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.

Assignment

Partner shall not assign this Agreement without the prior, written consent of Kolena. Any assignment made without such consent shall be null and void.

Contact Us

If you have any questions or concerns regarding this Agreement or the Kolena Exchange Platform, you may contact Kolena at: info@Kolena.com.

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