Terms of use.

These Terms of Use, including the associated Flashnotes.com Privacy Policy and other applicable Flashnotes.com policies published on our website, or websites, (the "Terms of Use") set out the policies, rules, and conditions that govern your use of our website(s) and the services provided thereby (collectively, the "Site"), regardless of how you access them (e.g., directly through our websites, or through any third-party website that links to them ("Linked Services")), and regardless of whether you are a registered user or a guest. By using the websites or the services, you agree to the Terms of Use. If you do not agree to the Terms of Use, you are not authorized to use Flashnotes.com or the services provided thereby and you must cease all such use immediately.

Account Registration & Termination:

You may only have one Flashnotes.com account for use of the websites and the services; you may not create or use more than one account. A parent or guardian may create an account for the benefit of a minor, but otherwise you may not create an account for anyone unless expressly authorized by Flashnotes.com. All information you provide to create an account must be accurate and complete. You may not impersonate any other person or use a name that is not your own. It is your responsibility to update your account information to keep it current and accurate. When you set up an account, you must also choose a password. You are solely responsible for maintaining the confidentiality of your password, and for any and all use of your account. You agree not to use the account, username, or password of another user at any time, nor to disclose your password to any third party. You agree to notify Flashnotes.com immediately if you suspect any unauthorized use of your account or access to your password. Flashnotes.com has the right to terminate your account for any reason at our sole discretion.

Description of the Flashnotes.com Service:

Flashnotes.com provides a variety of services, both online and offline, designed to improve the overall academic experience and performance. Our Services currently include:

  • Academic course-related services, including information regarding class schedules, ratings of classes and/or instructors
  • A student marketplace for independently created outlines, notes and study guides

Age and Residence Requirements:

Flashnotes.com is available to individuals age 13 and over. If you are between the ages of 13 and 18, you must review these Terms of Use with your parent or guardian to confirm that you and your parent or guardian understand and agree to it. All financial transactions will be processed in U.S. dollars.

Privacy:

We understand your privacy is important to you, and that you care how your personal information is collected, used and shared with third parties. We appreciate your business and the trust you put in us when you provide your personal information while using Flashnotes.com and our services. Our policies and practices regarding our users' privacy and personal information are detailed in the Flashnotes.com Privacy Policy which is a key component of our Terms of Use and is incorporated herein by reference.

We may in our discretion identify any user to third parties, and/or disclose to third parties any content or information, including but not limited to personally identifiable registration information, either (i) in response to a law enforcement request for such information; or (ii) in response to a request for information relating to an investigation into plagiarism or cheating by a school, or body empowered by a school, to conduct such an investigation.

Proprietary Rights:

Flashnotes.com is owned and operated by Flashnotes, Inc. Unless otherwise specified, all materials appearing on Flashnotes.com, or one or more of its affiliated websites, including the text, site design, logos, graphics, icons, etc., as well as the selection, assembly and arrangement thereof, are the sole property of Flashnotes.com and, if applicable, its licensors. You may only use the content of Flashnotes.com for your own personal use. You agree not to view, copy, or procure content or information from Flashnotes.com by automated means (such as scripts, bots, spiders, crawlers, or scrapers) unless formally authorized by Flashnotes.com, Flashnotes, Inc., or one of their affiliates under separate written agreement. No materials from Flashnotes.com may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without Flashnotes' prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on Flashnotes.com may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties.

User Content and Activities:

When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish (collectively referred to as "submit") any outline, class or lecture notes, problems, suggestions, ideas, solutions, questions, answers, comments, testimonials, feedbacks, messages, images, texts or other materials ("User Content") to Flashnotes, any Flashnotes employee or contractor, or a Flashnotes, or affiliate, website, you grant Flashnotes and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Flashnotes (or any affiliates, or third parties, selected by Flashnotes) a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sub-licensable (even through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content. Flashnotes is not required to host, display, or distribute, and may remove at any time, any User Content. Although Flashnotes will not modify or edit any Content, it does reserve the right to change the format, sizing, and any other display specifications of the Content as it sees fit. You represent and warrant that (a) you own the User Content submitted by you on, through or in connection with Flashnotes.com, or otherwise have the right to grant the license set forth in this section, and (b) the posting of your User Content on, through or in connection with Flashnotes.com and/or affiliate websites and/or services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. This "User Content" section shall survive any expiration or termination of your relationship with Flashnotes.

We may, but are not obligated to, review User Content prior to posting it on or distributing it through Flashnotes.com, or one or more of our affiliated websites, or allowing such User Content to be distributed through Flashnotes.com, or one or more of its affiliated websites. This includes private messages exchanged by you and other users through the Websites. We reserve the right to prohibit any User Content from being distributed and we may remove User Content from the Website at any time for any reason.

You are solely responsible for the User Content you submit, through or in connection with Flashnotes.com, or one or more of its affiliated websites, and any material or information that you transmit to other users and for your interactions with other users. The following are examples of the kind of User Content that may not be posted on Flashnotes.com, and the types of activities that are not permitted through Flashnotes.com. In addition to removing such prohibited materials, Flashnotes may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.

Prohibited User Content includes, but is not limited to, material that Flashnotes determines:

  • is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual
  • solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users
  • harasses or advocates harassment of another person
  • contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website
  • exploits people in a sexual or violent manner
  • publicly posts information that poses or creates a privacy or security risk to any person
  • constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous
  • involves the transmission of junk mail, chain letters, or unsolicited mass mailing, instant messaging, spimming, or spamming
  • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses
  • constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files
  • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page)
  • includes a photograph or video of another person that you have posted without that person's consent
  • violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person
  • involves commercial activities and/or sales without prior written consent from Flashnotes such as contests, sweepstakes, barter, advertising, or pyramid schemes

Prohibited activities include:

  • circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of our website and/or the services provided thereby
  • unauthorized advertising to, or solicitation of, any user to buy or sell any products or services
  • criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets
  • modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any content from our websites
  • activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
  • covering or obscuring the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any Flashnotes page via HTML/CSS or any other means
  • interfering with, disrupting, or creating an undue burden on Flashnotes.com or the networks or services connected to Flashnotes.com
  • activity unrelated or disruptive to Flashnotes.com, submissions that force browsers to scroll horizontally, large blank or content-free submissions, Bumping multiple older topics (posting in them well after the last post), posting multiple identical or near-identical messages or topics, including fad topics, hard-to-read topic titles (e.g., ALL CAPS, aLtErNaTe CaPs, no spaces, no or excessive punctuation), or multiple hard-to-read or nonsensical messages in a single or multiple topics
  • displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of Flashnotes.com on behalf of that person, such as placing commercial content on review posts or solutions, links to e-commerce sites not authorized by Flashnotes, or sending messages with a commercial purpose
  • any automated use of Flashnotes, such as, but not limited to, using scripts to send messages or posts
  • using Flashnotes.com services in a manner inconsistent with any applicable law

Service Modifications:

Flashnotes reserves the right, in our sole discretion, to make changes to the website, or websites, and the services provided thereby at any time. Any description of the services provided by Flashnotes is not a representation that the services are working or will always work in that manner, as Flashnotes is continuously updating its website, or websites, and the services, and these updates may not always be reflected in the Terms of Use.

Outlines, Study Guides and Notes:

Flashnotes.com permits users to upload and in some cases sell Content for the purpose of aiding others in the education and learning process. Users may not post Content created or owned by another person, represent and warrant that: (a) each created and is the sole owner of all Content posted to Flashnotes.com, or its affiliated sites, and all rights in such Content, including, without limitation, copyright and (b) the posting of Content on or through Flashnotes.com, or its affiliated sites, will not breach the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any third-party. Users agree to pay for all royalties, fees, and any other monies owing to any third-party for any Content provided by you to Flashnotes.com, or its affiliate sites. Users of Flashnotes.com, or its affiliated sites, agree to exclude from such Content any documents, records or files made accessible to them by your school, professor or other instructor, any board of examination, any author or publisher whose works have been used as part of studies or any co-student.

In creating study related content, students must respect any intellectual property rights that others may have in content. All Content posted on Flashnotes.com, or its affiliated sites, must be independently created, transformative and non-derivative. It should not be a transcript or recording of another's independent efforts, nor should it copy from materials purchased from or created by others. It should go beyond simply summarizing material covered in class or in written or recorded materials, but include information raised by students in or outside of class, and independent thought, analysis and commentary. Class notes, for example, must be substantially rewritten after class and include independent thought and analysis, research and information; notes that use a lecturer's words or that are not carefully reviewed, rethought and rewritten after class are not useful to or appreciated by students, and not permitted on Flashnotes.com, or its affiliated sites. Flashnotes does not guarantee their accuracy or completeness; they are simply an aid to the study process.

Schools may have their own policies that place restrictions on a student's ability to make commercial use of study materials, even otherwise lawful materials that the student has independently created. You are responsible for becoming familiar with such policies and abiding by them, and discontinuing the use of any Flashnotes.com service if such use is contrary to your school policy or the instruction of your professor.

Promotional Use Credits:

If you receive a promotional use credit ("Promo Credit"), it may be used on the Site as follows:

  • Promo Credits may be provided in electronic format or by way of a Promo Credit printed card or coupon. Each Promo Credit will have a related code, and each Promo Credit may be used only once by a user, unless otherwise provided by Flashnotes. Promo Credits may also be referred to as "Flashnotes Credit" or "Rewards" on occasion but are subject to the same terms and conditions.
  • You may be subject to qualification guidelines and additional terms set by Flashnotes or its promotional partners, including time limitations on the use of Promo Credits. You must comply with those guidelines and terms, as applicable.
  • Promo Credits are for a specific denominated value, but can be used only to make purchases of User Content from the Site. Promo Credits may not be applied to previously-placed orders or used to purchase gift cards.
  • Promo Credits are not transferrable, and they may not be sold or transferred for any reason. Promo Credits are promotional in nature and are issued without any exchange of money or value from you. As such, Promo Credits do not constitute property and you do not have a vested property right or interest in the Promo Credits.
  • Promo Credit has no cash value and may not be returned, redeemed, or exchanged for cash or for anything other than as set out above.
  • If you are entitled to a refund for items purchased using a Promo Credit, we will subtract the value of the Promo Credit from your return credit.
  • You must register on the Site to use your Promo Credit. Purchases of User Content are only permitted with a valid registered account on the Site.
  • You should safeguard the Promo Credit from unauthorized use. Except where required by applicable law, Promo Credit cannot be replaced if lost or stolen.
  • If we suspect misuse of the Promo Credit, it may be suspended or terminated. We may cancel the Promo Credit at any time, without notice.
  • No purchase is necessary to obtain Promo Credit. If you would like a $20 Promo Credit valid for 30 days from date of issue (one per registered user per year), please send your name, email address used to register with Flashnotes, and street address to Flashnotes, Inc., Attn: Promotions, Faneuil Hall Marketplace, 2 South Market Building, Boston, MA 02109.
  • If you violate any of the Terms of Use, the Promo Credit will be invalid.
  • Flashnotes reserves the right at any time in our discretion, and without prior notice, to discontinue the Promo Credit program or to change its rules, terms or conditions. Flashnotes also reserves the right to revoke or cancel specific Promo Credits at any time, for any reason, without notice. If you or Flashnotes cancels your membership, any unused Promo Credits will be forfeited.
  • Promo Credits are void where prohibited.

Reporting Infringement:

Flashnotes respects the intellectual property rights of others and takes the protection of copyrights and other intellectual property seriously. If you believe your work has been infringed through the Websites or the Services, please notify us by e-mail or by mail as detailed below, and provide the following information:

  • Your contact information, including name, address, telephone number, and e-mail address
  • A description of the copyrighted work you claim has been infringed (including, e.g., the title, ISBN and other identifying information)
  • A reasonably specific description of where the allegedly infringing material is located on the websites (including, e.g., the URL)
  • A statement by you that you have a good-faith belief that the allegedly infringing material is not authorized by the copyright owner, its agent, or the law
  • Your electronic or physical signature
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Please be aware that if you knowingly misrepresent that material is or is not infringing, you may be subject to civil penalties. Such penalties may include monetary damages, court costs, and attorneys’ fees incurred by Flashnotes.com, Flashnotes, Inc., or its affiliates, by any copyright owner, or by any copyright owner’s licensee that is injured as a result of reliance upon your misrepresentation. You agree we may provide your notice to the provider of the allegedly infringing material. We have a policy of terminating accounts of users who repeatedly and intentionally infringe the intellectual property rights of others.

How To Contact Us:

If you have questions about Flashnotes' Terms of Use, contact us by:

     Phone:  (857) 277-0756
     E-mail:  support@flashnotes.com
     Regular mail: 
                   Flashnotes, Inc., 
                   2 South Market Bldg 5th Floor,
                   Boston, MA 02109

Disclaimer of Warranties:

Flashnotes is not responsible for the User Content, accuracy or opinions expressed in such User Content posted or provided by third parties on Flashnotes.com and services or linked services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by Flashnotes. Inclusion of any linked website or service on Flashnotes.com does not imply approval or endorsement of the linked website or service by Flashnotes. In addition, Flashnotes is not responsible for any damage, injury or loss caused by users of Flashnotes.com services or by any of the equipment or programming associated with or utilized in the Flashnotes.com services or Linked Services. Posts and Linked Services created and posted by users on, though or in connection with Flashnotes services may contain links to other websites or services. Flashnotes takes no responsibility for third party advertisements or Linked Services that are posted on, through or in connection with Flashnotes services or Linked Services, nor does it take any responsibility for the goods or services provided by these third parties. Under no circumstances will Flashnotes be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of Flashnotes.com, or any of its affiliate websites, services or Linked Services, attendance at a Flashnotes event, from any user Content posted on or through Flashnotes services or Linked Services, or from the conduct of any users of Flashnotes services, whether online or offline. This "Disclaimers" section shall survive any expiration or termination of your relationship with Flashnotes.

FLASHNOTES.COM AND THE SERVICES THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FLASHNOTES SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FLASHNOTES, INC., FLASHNOTES.COM, OR ITS AFFILIATED COMPANIES, SPECIFICALLY DO NOT WARRANT THAT THE FLASHNOTES.COM OR SERVICE WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE FLASHNOTES.COM, THE SERVICES OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FLASHNOTES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF ITS PRODUCTS, WEBSITES OR SERVICE, OR REGARDING THE RESULTS OF THE USE OF THE WEBSITES OR SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE, UNLESS SPECIFICALLY SET OUT ON THE WEBSITE.

Limitations of Liability:

IN NO EVENT SHALL FLASHNOTES.COM AND/OR FLASHNOTES, INC. (INCLUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR RELATED TO THE USE OR INABILITY TO USE THE WEBSITES OR THE SERVICE, EVEN IF FLASHNOTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE ENTIRE LIABILITY OF FLASHNOTES (INCLUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE WEBSITES OR THE SERVICE SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY YOU TO FLASHNOTES IN THE PAST SIX MONTHS, OR $250, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THAT CASE, FLASHNOTES'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH FLASHNOTES.

Indemnity:

You agree to defend, indemnify and hold harmless Flashnotes, its subsidiaries and affiliates (including their respective owners, directors, officers, employees, agents, representatives and agents) from and against any and all loss, liability, claims and demands (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of, or relating to: (i) any violation by you of the Terms of Use, or (ii) any breach of any of your representations or warranties in the Terms of Use. These indemnity obligations shall survive any expiration or termination of your relationship with Flashnotes.

Agreement to Arbitrate:

This Section is referred to in these Terms of Use as the "Arbitration Agreement." Unless you opt out in accordance with the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and Flashnotes, whether relating to these Terms of Use (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND FLASHNOTES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FLASHNOTES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER FLASHNOTES USERS.

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would, including without limitation, the limitation of liability provisions. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

To commence an arbitration against Flashnotes, you must complete a short form, submit it to the AAA, and send a copy to Flashnotes at Flashnotes, Inc., Attn: CFO, Faneuil Hall Marketplace, 2 South Market Building, Boston, MA 02109. For more information, see the AAA's claim filing page, http://www.adr.org/fileacase. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less you or Flashnotes may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Flashnotes subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Flashnotes, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Flashnotes users, but is bound by rulings in prior arbitrations involving the same Flashnotes user to the extent required by applicable law.

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Flashnotes will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Flashnotes will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Flashnotes for all fees associated with the arbitration paid by Flashnotes on your behalf that you otherwise would be obligated to pay under the AAA Rules.

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential.

If a court decides that any term or provision of this Arbitration Agreement other than the second paragraph of this section (the "waiver language," in all capital letters) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of the waiver language is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Use will continue to apply in any case.

You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (the "Opt-Out Notice") in accordance with the terms of this Section. For new Flashnotes users, the Opt-Out Notice must be postmarked no later than 30 Days after the date you accept these Terms of Use for the first time. If you are already a current Flashnotes user and previously accepted the Flashnotes Terms of Use prior to the introduction of this Arbitration Agreement, the Opt-Out Notice must be postmarked no later than March 1, 2015. You must mail the Opt-Out Notice to Flashnotes, Inc., Attn: CFO, Faneuil Hall Marketplace, 2 South Market Building, Boston, MA 02109. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address used to log in to your Flashnotes account. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other terms of these Terms of Use will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.

Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Flashnotes prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms of Use, such termination shall not be effective until 30 days after the version of these Terms of Use not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against Flashnotes prior to the effective date of removal.

Governing Law and Jurisdiction:

These Terms of Use, and any dispute between you and Flashnotes, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement. Unless you and we agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute (except for small claims court actions), either as a result of your decision to opt out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Flashnotes must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts. You and Flashnotes agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims or disputes.

Last revision date: 08 January 2015