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.
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
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.
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
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.
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.
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.
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
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.
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.
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.
Partner shall not assign this Agreement without the prior, written consent of Kolena. Any assignment made without such consent shall be null and void.
If you have any questions or concerns regarding this Agreement or the Kolena Exchange Platform, you may contact Kolena at: info@Kolena.com.