Refer-A-Friend Terms & Conditions of Use (the "Terms and Conditions")

Knewton, Inc. may, from time to time, offer active or former customers the opportunity to earn rewards by referring friends to try Knewton products ("Refer-A-Friend Program"). Participation in the Refer-A-Friend Program may require users to submit personal information about themselves and their friends, such as name and e-mail address. By participating in the Refer-A-Friend Program, users agree to receive communications from Knewton, Inc. and/or from partners that operate and maintain the Refer-A-Friend Program, with regards to participation in the Refer-A-Friend Program.

As a participant in the Referral Program, you agree to use the TellAPal Service to promote Knewton, Inc. in the manner specified by the TellAPal Terms and Conditions ("TellAPal Terms"), thereby acting as the referrer ("Referrer"). You hereby acknowledge having received and reviewed the TellAPal Terms. If you do not agree to the terms and conditions contained within these Terms and Conditions in their entirety, as well as to the TellAPal Terms, you are not authorized to register as a Referrer or to participate in the Referral Program in any manner.

A Qualified Referral, defined herein as an individual referred to Knewton (a "Referred Customer") who:

Subject to these Terms and Conditions, Referrer shall receive a fifty dollars ($50) rewards credit for each Qualified Referral that is the first purchase made at the www.knewton.com site (the "Site") by a Referred Customer who has not previously purchased from the Site and who has not arrived at the Site via another person's Refer-a-Friend Program link ("Personal Link"). Only one $50 rewards credit will be issued by Knewton for each Referred Customer that is a Qualified Referral. Any dispute as to the priority or validity of a Qualified Referral shall be determined in Knewton’s sole discretion. Any additional or subsequent purchases made by a Referred Customer at the Site will not be Qualified Referrals and person referring such Referred Customer shall not be entitled to any additional rewards. The total amount billed by Knewton for a referred order must be greater than $100 for Referrer to be entitled to receive a $50 rewards credit.

In order to redeem any rewards credit, Referrer must be an "active" or former student, which requires all of the following actions:

The individual who was issued a Personal Link by Knewton, Inc. will be considered to be the "Referring Customer" for all Qualified Referrals made using that Personal Link, regardless of whether a Referred Customer obtained the Personal Link directly from the Referring Customer or from another source.

Referrer will earn a $50 rewards credit for each Qualified Referral, up to the annual maximum number of Qualified Referrals allowed. The maximum number of Qualified Referrals is defined as the initial amount paid for the purchase of a Knewton course, by the Referrer, divided by 100 and rounded up to the nearest integer. For example, a Referrer who pays $690 for a course is permitted up to 14 (fourteen) Qualified Referrals annually. Knewton may, at any time and at its discretion, raise or lower the annual maximum number of Qualified Referrals allowed for all Referrers or an individual Referrer.

Rewards credits will be payable in $50 increments once Knewton has verified that a referral is a Qualified Referral. Rewards credit may be redeemed in various forms. Check your Knewton, Inc. Refer-A-Friend account for details.

Unless otherwise specifically stated by Knewton, Inc., a Referred Customer may use any discounts or promotions associated with the Personal Link only for the Referred Customer's initial purchase transaction.

If a Referring Customer provides a Personal Link to another person by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends and family members. Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of the Referring Customer's account and deactivation of the Personal Link. You agree to indemnify and hold Knewton and TellAPal harmless for any damages caused by any emails generated by you in violation of this paragraph.

All taxes (including without limitation Federal, state and local taxes) in connection with the Rewards credit, and the reporting consequence thereof, are the sole responsibility of the Referrer. Rewards recipient may be sent a tax form 1099 in the event the average retail value requires Knewton, Inc. to submit such form. In order to claim the Rewards credit, the Referrer may be required to sign an affidavit or a declaration of eligibility and compliance with these Official Rules, liability release, address verification and other registrations and participation information requested by Knewton, Inc. (unless prohibited by law), at the discretion of Knewton, Inc.

By participating in this Refer-A-Friend Program and unless prohibited by law, the Referrer hereby consents to use of his/her respective name, voice, photograph and/or likeness for advertising or publicity purposes for this and similar promotions without compensation and Rewards recipients may be required to provide a signed release acknowledging such consent, unless restricted by law. Moreover, by participating in this Refer-A-Friend Program, unless prohibited by law, the Referrer agrees to grant to Knewton, Inc., and its licensees, affiliates, and assigns, the right to print, publish, broadcast, and use, worldwide in any media now known or hereafter developed, including without limitation the World Wide Web, at any time or times, the Referrer's name, likeness (actual or simulated), voice (actual or simulated), and biographical information as news or information and for advertising and promotional purposes without additional consideration; and further without such additional compensation, appear for, or provide biographical information for use in, any presentation or other activity which may include filming/audio/video/electronic or other recordings and/or interviews, as may be determined from time to time by Knewton, Inc. in its sole discretion.

Knewton, Inc. expressly disclaims any and all liability associated with or arising from your use of the TellAPal website or TellAPal Service. Knewton, Inc.'s involvement in the execution and daily operation of the Referral Program is limited to payments made to TellAPal equal to the total owed to all Referrers for Qualified Referrals ("Commissions") in any given period. Upon receipt by TellAPal of payment from Knewton, Inc., payment of Commissions to Referrers according to the TellAPal Terms and these Terms and Conditions is the sole and exclusive responsibility of TellAPal. Further, Knewton, Inc. shall at no point have record of Commissions owed to any individual Referrer. Resolution of all questions or disputes regarding eligibility for the Referral Program, earnings of rewards, or your compliance with the terms and conditions of these Terms and Conditions or the TellAPal Terms is the responsibility of TellAPal.

IN NO EVENT SHALL KNEWTON, INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR PARTICIPATION IN THE REFERRAL PROGRAM, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF KNEWTON, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KNEWTON, INC.'S MAXIMUM AGGREGATE LIABILITY TO REFERRER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE ZERO DOLLARS ($0). REFERRER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.

ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). KNEWTON, INC. MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE REFERRAL PROGRAM.

Knewton, Inc. reserves the right to cancel the Refer-a-Friend Program or to change these Terms and Conditions at any time in its sole discretion. These Terms and Conditions and TellAPal Terms constitute the entire agreement concerning the subject matter hereof.

If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles.

To receive a written copy of these complete Terms and Conditions, send a self-addressed, stamped envelope to: Refer-A-Friend Terms, Knewton, Inc., 19 Union Sq. West, 12th Fl., New York, NY 10003. WA and VT residents may omit return postage.