Terms of Service

UPDATED: December 11, 2023

Welcome to the Sharpen family! Please read these Terms of Service (“TOS”) carefully as they constitute a legal agreement (the “Agreement”) between you and Sharpen.com, Inc. (“Sharpen”). These TOS govern your use of and access to Sharpen’s products, services, software, and website regardless if the use is in connection with an Sharpen account or not (collectively the “Services”), including but not limited to all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, printed material, computer code, and other material and information contained on the Services (collectively the “Services Content”). If you do not agree with our TOS or any other policy, then do not use our Services.

1. Acceptance of Terms

Your use of the Services, excluding any services provided by Sharpen under a separate agreement, is subject to the terms of the legal agreement between you and Sharpen set forth in these TOS. Except as specified herein, these TOS apply to any use of the Services, including but not limited to any of the following: creating and using a Sharpen account, submitting or uploading information to Sharpen, submitting a swab sample for DNA extraction, processing, and storage, and/or interacting with Sharpen website, software, employees, or contractors for educational or related purposes. In order to use the Services, you must first agree to these TOS. You may not use the Services if you do not accept these TOS. You can accept these TOS by (1) clicking to accept or agree to these TOS, where this option is made available to you by Sharpen for any Service; or by (2) actually using any of the Services. In this case, you acknowledge and agree that Sharpen will treat your use of the Services as acceptance of these TOS from that point onwards. In addition, when using particular Services, you shall be subject to any guidelines or rules applicable to such Services that may be posted from time to time by Sharpen in its sole discretion. All such guidelines or rules are hereby incorporated by reference into these TOS. Sharpen also may offer other services from time to time that may be governed by these TOS or additional or different terms of service.

2. Description of the Services

The Services include, but are not limited to, access to the Sharpen public website, platform, employees, or contractors as well as our personal assessments, reading programs, and instructional materials, as may be supplemented or modified by Sharpen from time to time, and made available for purchase. The purpose of the Services is to provide content, reports, tools, and curricula for educational, informational, and research use. Sharpen assumes no responsibility for the use of the Services outside the terms of these TOS or other applicable terms. You acknowledge and agree that the Services are provided on an "as is" basis and are based on the current state of research and technology in use by Sharpen at the time of the purchase, viewing, or other use. Sharpen is constantly innovating in order to try to improve its users' experience. You acknowledge and agree that the form and nature of the Services or Services Content may change from time to time, that Sharpen may add or remove functionality or features from the Services, and that Sharpen may suspend or stop a Service altogether at Sharpen’s sole discretion, without prior notice to you. In order to enhance our Services, Sharpen may also use user data to add to our existing user experience or to develop new services or products. Unless explicitly stated otherwise, each new feature that augments or enhances the current Services shall be subject to these TOS.

You may stop using the Services at any time. You do not need to specifically inform Sharpen when you stop using the Services unless you are requesting closure of your account. You may at any time request that we delete your account, as described in our Privacy Statement.

In order to use the Services, you must have Internet access and you must provide all equipment necessary to make an Internet connection. You are solely responsible for providing such equipment and for paying any service fees associated with Internet access.

3. Eligibility to Use the Services

By using the Services or creating a Sharpen account, you represent, warrant and agree that (i) you are of legal age to form a binding contract with Sharpen; (ii) you are not a person barred from receiving the Services under the laws of the jurisdiction from which you use the Services; (iii) you are at least 18 years old when submitting a cheek swab sample to Sharpen; and (iv) if acting on behalf of a minor under the age of 18, you are a parent, legal guardian, or legally authorized representative. Sharpen’s Services are not designed for or intended to attract minors under the age of 18. Sharpen will not intentionally collect online any personal information from a minor person under the age of 13 without prior consent from their parent or legal representative. If Sharpen becomes aware that it has unknowingly collected online any personal data directly from a child under the age of 13 without appropriate consent, it will take commercially reasonable efforts to delete such data from its system.

4. Certain Matters Regarding the Services

When opening a new user account, you may be required to create a user name and a user password. You agree to provide true, accurate, and complete Account Information about yourself and to maintain this information on an ongoing basis. If you provide any Account Information that is inaccurate, untrue, not current, or incomplete, or if Sharpen has reason to suspect that such information is so, Sharpen has the right to suspend or terminate your account and to refuse any and all current or future use of the Services or any portion thereof. You further agree that you are fully responsible for all activities that occur under your Sharpen account and for the confidentiality of your username and password. If you share your username and password with third parties or if you allow third parties to access and use your Sharpen account, you hereby indemnify Sharpen against any liability, damages, or costs based upon or relating to such access and use. You further agree to sign out from your Sharpen account after each session and to immediately notify Sharpen of any potential security breach or unauthorized use of your account. Sharpen cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

When using the Services, you may learn information about you or your family that you may not consider favorable. You understand that some of the information you receive may be unexpected, may cause concerns, or may have material implications for you and your family. Such information includes but is not limited to information about your child reading skills, information about your child reading traits, or information about a potential risk for reading problems in your family. You understand that although this knowledge is irrevocable, there are many environmental, genetic, and lifestyle factors that can influence reading outcomes. As a user, you take responsibility for all possible consequences that could result from this knowledge and the use of the Services. You also understand that the Services are based on current scientific evidence. Future scientific research and advances may show that previous research was not comprehensive or inaccurate and may change the meaning or interpretation of this information.

When submitting swab samples, you understand that genetics is an evolving field of research. You understand that only a small fraction of the genetic factors that contribute to a given trait are known and the absence of these factors in your samples does not rule out the presence of other relevant genetic factors. You further understand that genetic studies do not include every possible ethnic group and data interpretations based on these studies might not apply to you. You also understand that although Sharpen uses what it believes to be reliable state-of-the-art technologies, the laboratory process may result in data errors or unexpected delays. These errors or delays do not entitle users to a refund. In the rare event that initial processing of the samples fails to meet our standards for quantity, quality, or accuracy, we will attempt to reprocess the sample at no charge. If the second attempt fails, we will send a second swab collection kit to the address on file, free of charge. If processing of the samples collected with the second kit fails, we will refund the fraction of the purchase price corresponding to the laboratory process minus any shipping and handling fee, provided the user shall not resubmit another sample through a future purchase of the Services. Sharpen will not reprocess or refund any additional samples submitted by the user.

You understand that Sharpen’s Services are only available online and accessible via a computer or mobile device connected to the Internet. Sharpen does not guarantee the availability of suitable internet connection or compatibility of your computer with its Services. Sharpen will not issue refunds for Services bought under the assumption the Services or parts of the Services, including but not limited to assessments’ results, reports, or instructional and training material, will be provided by mail. If you no longer wish to use Sharpen Services you may cancel your order by contacting our Customer Service at support@sharpen.com. You may receive a refund of the purchase price minus any applicable shipping and handling fee if you notify us within thirty (30) days of your order that you no longer wish to use our Services. For Services including a swab collection kit, the unopened kit must be returned to us within thirty (30) days from the date you requested the refund. You will not receive any refund if your swab samples have already been returned to us for processing. For subscription-based Services, you shall notify Sharpen of your intention to cancel your subscription at least seven (7) days before the next scheduled payment in your billing cycle. You will have access to the Services until the end of the then current and paid subscription period and will not be charged after the termination of your subscription at the end of that period. Purchases of any printed material, including but not limited to instructional materials, books, or curricula, are non-refundable.

5. Material and Information Provided to Sharpen

You provide to Sharpen various types of information when you use the Services. Information includes, but is not limited to, Personal Information about you or your family, Genetic Information about you or your family derived from swab samples, and Self-Reported Information about you or your family that you submit into forms, surveys, or other Services’ features. Sharpen may also record all or any part of some online sessions. Through the use of the Services, you grant Sharpen the right to collect, process, analyze, store, and communicate your Personal Information, including your Genetic Information, Self-Reported Information, and voice or video recordings for the purposes described in these TOS and our Privacy Statement. You own, have full access to, and have the ability to review, modify, or delete your Personal and Self-Reported Information. You also have the choice to share your Personal and Self-Reported Information with family members, friends, or others. Sharpen will not share your individual-level Personal and Self-Reported Information with third parties without your explicit consent. For a full description of the information collected by Sharpen and our sharing policies, see our Privacy Statement.

Sharpen sample collection kits include two vials, each labeled with a unique code associating the vials with the person providing the samples. One of the vials is used in our laboratory for DNA extraction and testing. The remaining DNA, if any, is then stored in a freezer below -4°F (-20°C). The second vial is stored at ambient temperature and is used only in the event that the first vial does not yield sufficient DNA quantity or quality for testing. Sharpen will never share stored samples with third parties and any further use of your samples will be done in a manner consistent with our TOS and Privacy Statement. You acknowledge that your swab samples, once submitted to us, are processed in an irreversible manner and cannot be returned to you. You may however request that we destroy any remaining sample as described in our Privacy Statement.

You understand that by providing any information or sample to Sharpen you acquire no rights in any research or commercial products that may be developed by Sharpen, its collaborators, or its partners. You specifically understand that you will not receive compensation for any research or commercial products that may result from data collected through your use of the Services, including but not limited to your Self-Reported or Genetic Information. You acknowledge and agree that Sharpen has no responsibility or liability for the failure to store samples, or for the deletion of any content maintained or transmitted by the Services, or for the loss of samples or Genetic Information or Self-Reported Information due to malfunction or destruction of data servers or other catastrophic events.

6. User Representations

By using Sharpen Services, you acknowledge and make the following representations and covenants:

  1. Sharpen’s Services are for education, information, and research purposes only and are not to be used to diagnose, prevent, or treat any medical condition or disease or to ascertain the state of health for any individual. You acknowledge that Sharpen urges you to seek the advice of an health care professional if you have questions or concerns about your health or your child’s health.
  2. Sharpen’s Services are not a substitute for consultation with education or child development professionals. You acknowledge that Sharpen urges you to seek the advice of such professionals if you have questions or concerns about your child resulting from your use of the Services.
  3. You are responsible for all activity and usage of the Services made via your account. You take responsibility for any consequences resulting from you sharing access to your Personal and Self-Reported Information or any data derived from your use of the Services. If you download a copy of your Personal Information, results or reports, you are responsible for storing, securing, and protecting such data. Our security measures will not be able to protect the copy. You agree not to resell the Services or to resell, reproduce or publish any content or information found and or derived from the Services, except as explicitly described in these TOS. 
  4. You will comply with all applicable laws of the jurisdiction from which you use the Services.
  5. You are 18 years of age or older if you are submitting a swab sample and you are a parent, a legal guardian, or a legally authorized representative if you are collecting a swab sample from a minor under the age of 18. If you are agreeing to these TOS on behalf of a person for whom you have legal authorization, you are confirming that the sample provided will be the sample of that person.
  6. Any information or sample you provide to Sharpen will be processed in the United States. You give permission to Sharpen, its contractors, successors and assigns to perform analyses in the United States on the DNA extracted from the swab samples you provided using methods and technologies currently available or developed in the future. You request Sharpen to disclose the results of such analyses to you and to others you specifically authorize. You acknowledge that locations in your DNA are scanned to accurately locate the targeted genetic information that are included in our Services. Other locations and genetic information will not be analyzed and will not be provided to you or may be subject to additional fees. If you are outside the United States, you will not send any swab sample if it violates any export ban or other restrictions in the country you reside in or from which you are sending the sample.
  7. Sharpen will store your Genetic Information and any remaining samples after your samples been processed in accordance with these TOS and the Privacy Statement. All your Personal and Self-Reported Information will be stored in Sharpen databases and will be processed in accordance with our Privacy Statement.
  8. You will not use the Service Content, including any downloaded or copied data or information, in whole, in part and/or in combination with any other data, for any medical or diagnostic testing purpose or for any discriminatory purpose or illegal activity.
  9. You will not use the Services or Services Content to recruit, solicit, or contact in any form Sharpen’s employees or contractors regarding actual or potential employment or contracting, directly or indirectly through another party, without Sharpen’s prior written permission in each and every instance.
  10. You are not an insurance company, an employer, or a school attempting to obtain information about an insured person, an employee, or a student.
  11. By providing any information or sample to Sharpen, you acquire no rights in any research or commercial products that may be developed by Sharpen, its collaborators, or its partners. You will not receive compensation for any research or commercial products that may result from your Self-Reported or Genetic Information.
  12. When interacting with Sharpen’s employees or contractors, you will be punctual, will not interfere with online sessions, and will not discuss matters other than those related to the Services. You agree that you will not disclose any information that could be considered Personal Information or any other information that could be used to identify or locate you or your family that is not required for Services to be rendered or as otherwise expressly authorized in these TOS. Similarly, you agree that you will not solicit any such information about any other person from any of Sharpen’s employees or contractors. You agree that if a Sharpen employee or contractor requests what you believe to be Personal Information that is not required for Services, discloses such information to you about any other person, or suggests any offline meeting or conversation, you will immediately inform Sharpen by contacting our Customer Service at support@sharpen.com.
  13. In providing Services, Sharpen may record voice or video calls between you or your child and Sharpen’s employees or contractors for quality assurance and security purposes. If Sharpen records such voice or video calls, you, as the parent, legal guardian, or legally authorized representative of the child, expressly agree to such recording and for Sharpen to use such recordings for research, for the development, creation, or improvement of new or existing Services, or for marketing or training purposes.
  14. You agree and acknowledge that Sharpen may communicate with you via email, text messaging, text receipts, Short Messaging Service (“SMS”), and all phone calls at the number or email address you provide. Such communications may be for any purpose, including marketing purposes and purposes related to the Services. You agree that these calls may be regarding products and/or services that Sharpen may market to you and that you are not obligated to receive such calls in order to purchase said products or services. Sharpen will not charge you a fee for sending SMS text messages, but your communication service provider may and you agree to pay any fee(s) or charges(s) that you may incur for incoming and outgoing text messages from or to Sharpen or Sharpen's assigns, successors, or contractors, without reimbursement. You acknowledge that, should the phone number or email you provide cease to be a valid means to contact you, you have an obligation to notify Sharpen. You understand and agree that, if Sharpen sends you a communication but you do not receive it because your primary email address or phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive communications, Sharpen will be deemed to have provided the notice or communication to you. You acknowledge that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you have added Sharpen to your email address book.
  15. Sharpen has no control over links to other sites and resources on the Internet that may be provided to you through the Services. Sharpen is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Sharpen is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.
  16. You have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations.

7. Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services, please contact Sharpen through our Customer Service at support@sharpen.com or by mail using the mailing address below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

8. Unlawful and Prohibited Use of the Services

As a condition of your use of the Services, you warrant to Sharpen that you will not use the Services for any purpose that is unlawful or prohibited by these TOS. You agree not to: (1) copy, reproduce, reverse-engineer, publish, post, or sell any portion of the Services or Services Content without Sharpen’s written permission; (2) obtain or attempt to obtain any materials or information through any means not made available by Sharpen or provided for through the Services; (3) use any single-use licensed Sharpen Services, as defined in Section 10 Limited License below, for more than one individual; (4) mirror, frame, or simulate the appearance or function of any part of any Sharpen’s Services without Sharpen’s written permission; (5) restrict, inhibit, or disrupt the ability of any user, regardless of intent, purpose or knowledge, to use or enjoy the Services; (6) create or use any programs, bots, or other similar computer routines or sub-routines to access, redirect, scrape, or crawl any web pages or other services within Sharpen’s web site without Sharpen’s written permission; (7) create a link from any other website to Sharpen’s website or to any Services Content hosted on Sharpen’s website without Sharpen’s written permission, unless such link will open in a new browser window and link to the full version of an HTML formatted page of Sharpen’s website; (8) submit any information or content that (i) is illegal, threatening, harmful, abusive or otherwise objectionable, (ii) involves any person’s proprietary, personal, or confidential information without their permission or the consent of their parent or guardian in the case of minors, (iii) is untrue or misleading, including impersonating any person, falsely representing yourself, or falsifying your affiliation with any person or entity, (iv) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any Services, or (v) infringes any copyright, trademark, trade secret, patent , or other proprietary rights of Sharpen or any other party; (9) attempt to or actually circumvent the authentication or security of any users, accounts, networks, or servers; (10) attempt to or actually gain unauthorized access to data, accounts, systems, or networks of Sharpen or any of its users, partners, contractors, or suppliers; (11) attempt to or actually interfere with, damage, disable, or overburden the Services or any accounts, networks, or servers connected to the Services; (12) harm minors in any way; or (13) violate these TOS or any applicable local, state, national, or international law, or any regulations having the force of law.

If you violate, or if Sharpen suspects in its reasonable discretion that you have violated, the terms of these TOS or any other agreement with Sharpen, Sharpen has the right to suspend or terminate your account and refuse any and all current or future use of the Services or any portion thereof.

9. Modifications to Services

Sharpen reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any part of the Services or Services Content with or without notice. You acknowledge and agree that modifications may result in delays for specific features or Services and that Sharpen shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. You further acknowledge that Sharpen may develop and offer additional or different Services or features in the future and that your original purchase of the Services does not qualify you for these additional or different Services or features. You may have to pay additional fees to access any new, modified, or improved Services or features in the future.

10. Limited License

Sharpen’s Services Content, including but not limited to the design, structure, selection, coordination, expression, look and feel, and arrangement of such content, is owned, controlled, or licensed by or to Sharpen, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Subject to your continued compliance with these TOS, and payment for such corresponding Services, Sharpen hereby grants you a limited, non-exclusive, non-transferable, single license to use, copy, or download solely for your own use any relevant assessment results, explicitly made available by Sharpen for sharing or downloading from the Services, provided that you do not remove any proprietary notice language in all copies of such documents, do not copy or post such information on any networked computer or broadcast it in any media, do not make modifications to any such information, do not make any additional representations or warranties relating to such documents, and do not use such information for non-personal, commercial purpose. Aside from the Limited License provided in this paragraph, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services or Services Content either in whole or in part unless such action by you has been specifically approved in writing by Sharpen.

Subject to your continued compliance with these TOS and payment for such corresponding Services, Sharpen further grants you a single, personal, non-transferable, and non-exclusive right and license to use the object code of its software on a computer or mobile device. You may not, and may not allow any third party to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Sharpen, in writing. This Limited License is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Sharpen, in the manner permitted by these TOS. You agree not to modify the software in any manner or form, or to use modified versions of the software, including without limitation for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Sharpen for use in accessing the Services. Any rights not expressly granted herein are reserved.

11. No resale of Services

Other than pursuant to the terms of the Limited License in Section 10 of these TOS or unless otherwise agreed in a separate agreement between you and Sharpen, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Services, use of the Services, or access to the Services.

12. Sharpen’s Proprietary Rights

You acknowledge and agree that (1) Sharpen or its licensors own all legal right, title, and interest in and to the Services, including any intellectual property rights, whether those rights happen to be registered or not, and wherever in the world those rights may exist; (2) the Services may contain information which is designated confidential by Sharpen and that you shall not disclose such information without Sharpen’s prior written consent; (3) the Services contain proprietary information that is protected by applicable intellectual property laws; and (4) the Service Content presented to you through the Services is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You further acknowledge and agree that Sharpen, Sharpen.com, Inc., and other Sharpen logos and service names are trademarks of Sharpen. Other than through the Limited License in Section 10 or unless otherwise agreed in a separate agreement between you and Sharpen, you agree that nothing in these TOS gives you a right to use or display these marks or any other Sharpen trade names, service marks, logos, domain names, and other distinctive brand features. You further agree that you shall not remove, obscure, or alter any proprietary rights notices, including copyright and trade mark notices, that may be affixed to or contained within the Services.

13. Privacy Statement

Sharpen’s Privacy Statement governs how we collect, process, use, and share your data and is herein incorporated by reference. In order to use the Services, you must first agree to the Privacy statement. You may not use the Services if you do not accept the Privacy Statement. You can accept the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available to you by Sharpen for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that Sharpen will treat your use of the Services as acceptance of the Privacy Statement from that point onwards.

14. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SHARPEN AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, AND SUPPLIERS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THESE TOS OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER PARTY.

15. No Warranty

YOU ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHARPEN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY. (2) SHARPEN MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR FREE OF ERRORS, VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (v) ANY ERRORS OR SOFTWARE LIMITATIONS WILL BE CORRECTED. (3) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHARPEN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. (4) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. SHARPEN DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, SHARPEN SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

16. Limit of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SHARPEN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE AS A RESULT OF USING THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (4) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (6) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (7) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

17. Change to the Term of Services

Sharpen may make changes to these TOS from time to time. When these changes are made, Sharpen will make a new copy of these TOS available on its website and any new additional terms will be made available to you from within, or through, the relevant Services. Sharpen will notify you by posting a notice on our website or sending a message to the email address associated with your account. Unless you notify us within thirty (30) days from the time you receive notice of the new terms that you do not agree to the terms, you will be deemed to have agreed to the new TOS. If any change to these TOS is unacceptable to you, you may stop using our Services and delete your account at any time. You acknowledge and agree that if you use the Services after the date on which these TOS have changed, Sharpen will treat your use as acceptance of the updated TOS.

18. Termination of Services

If you want to terminate your use of Sharpen Services you may request that we delete your data and account, as described in our Privacy Statement. Once we have confirmed your request via email sent to the email address linked to your Sharpen account, we will process your request and you will no longer be able to sign in to your account. Sharpen may at any time, terminate its provision of Services to you and in conjunction therewith your access to the Services, without any refund if you have breached any provision of these TOS or have acted in a manner which shows that you do not intend to, or are unable to comply with, the provisions of these TOS, or if Sharpen is required to do so by law, including but not limited to when the provision of the Services to you is or has become unlawful. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Sharpen shall not be liable to you or any third party for any termination of your access to the Services.

19. Survival

When the Services come to an end, regardless of who terminates them, all of the legal rights, obligations, and liabilities shall be unaffected by such cessation and the provisions of all sections in these TOS, except for section 10 Limited License, shall continue to apply for the applicable period under the governing statute of limitations.

20. Dispute Resolution and Arbitration

  1. If you have any concern or dispute about the Services, our objective is to provide a rapid and efficient means of resolving the dispute. You agree to first try to resolve the dispute informally by contacting our Customer Service at support@sharpen.com and to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution commences, then either you or Sharpen may initiate binding arbitration. Except for any disputes excluded below, all claims arising out of or relating to these TOS, the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these TOS, including, but not limited to, any claim that all or any part of these TOS is void or voidable. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Sharpen from seeking injunctive or other equitable relief from the courts as necessary to protect any of Sharpen’s proprietary interests.
  2. You and Sharpen each further agree that any arbitration shall be conducted in our respective individual capacities only, and not as a class action, and you and Sharpen each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
  3. Exceptions. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief (i) in a small claims court for disputes or claims within the scope of that court’s jurisdiction, and (ii) any disputes relating to intellectual property rights, obligations, or any infringement claims.
  4. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

21. Applicable Laws and Export Control

Regardless of where you live or access the Services from, you agree to comply with all applicable laws of the jurisdiction from which you use the Services and with all local rules regarding online conduct and acceptable content. You further agree that providing your sample is not subject to any export ban or restriction in the country in which you reside, that your sample and data may be transferred and/or processed outside the country in which you reside, and that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access any Services online. You further warrant that you are not located in, or ordinarily reside in, any country that is subject to applicable United States laws and regulations preventing Sharpen from providing you access to the Services.

22. Miscellaneous

  1. Entire Agreement: These TOS, the Privacy Statement, and all rules, guidelines, and other documents incorporated herein by reference, state the entire agreement between you and Sharpen regarding your use of the Services and all prior writings and understandings, written or oral, relating to the Services are merged herein and are superseded and canceled by these TOS. In the event of a conflict between the terms of the TOS versus the Privacy Statement and all other documents incorporated by reference, the terms of the TOS shall control to the extent of such conflict.
  2. Amendment and Waiver: These TOS may be amended, modified, supplemented or changed in whole or in part only by an agreement in writing making specific reference to these TOS and is signed, in the case of an amendment, by each party to these TOS, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No employee, agent, or representative of a party may modify or waive any provision of these TOS unless authorized in writing by a corporate officer of such party. Compliance with any of the terms and conditions of these TOS may be waived in whole or in part, but only by an agreement in writing making express reference to these TOS and executed by the party that is entitled to the benefit thereof, and no such waiver will be deemed a waiver of any subsequent breach or default of the same or similar nature except as stated expressly therein. All remedies stated in these TOS will be cumulative to every other remedy provided herein or at law or equity, except as expressly provided otherwise in these TOS.
  3. No Waiver: The failure of Sharpen to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. If any provision of these TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.
  4. Admissibility of Printed Versions: A printed version of these TOS and of any notice given in electronic form shall be admissible in proceedings based upon or relating to these TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 
  5. Section Titles: The section titles in these TOS are for convenience only and have no legal or contractual effect.
  6. Severability: If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect. No consideration will be given to the issue of which Party hereto actually prepared, drafted or re-quested any term or condition of these TOS or any agreement or instrument subject hereto
  7. Assignment: You may not assign or delegate any rights or obligations under these TOS. Any purported assignment and delegation shall be ineffective. These TOS will be binding upon your successors in interest. Sharpen reserves the right to assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Sharpen for any third party that assumes our rights and obligations under these TOS. Except as expressly provided herein, nothing in these TOS is intended to confer upon any person other than the parties hereto any rights or remedies.
  8. Governing Law: These TOS will be construed and enforced in accordance with and will be governed by the laws of the State of Delaware, without regard to its choice of law provisions and principles.
  9. Fairness of Agreement: You have had the benefit of independent legal advice of your own choosing prior to the execution of these TOS and any other agreement between you and Sharpen and have had sufficient opportunity to review it and to consult with your counsel regarding it.
  10. Notices: Except as may be expressly provided elsewhere in these TOS, Sharpen may send you notices via email, regular mail or by displaying notices or links to notices to you through the Services. Official notices related to these TOS must be sent to us at the address below. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Sharpen.com, Inc.

ATTN: Chief Executive Officer

33 Bradford Street, Office 30

Concord, MA 01742