Effective date: October 17, 2022
Welcome to Clusiv. Please read on to learn the rules and restrictions that govern your use of our
website(s), products, services and applications (the “Services”). If you have any questions, comments, or
concerns regarding these terms or the Services, please contact us at:
Phone: (737) 276-1779
Address: 8911 N Capital of Texas Hwy, Ste 4200-018, Austin, TX 78759
and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these
Terms will remain in effect while you use the Services. These Terms include the provisions in this
Please read these Terms carefully. They cover important information about Services provided to you.
These Terms include information about future changes to these Terms, limitations of liability, a class
action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR
USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT
AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES
DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN
YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT
TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with our
Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on
our site located at Clusiv.io, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will
no longer be able to use the Services. If you use the Services in any way after a change to the Terms is
effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be
effective unless in writing and signed by both you and us.
What about my privacy?
What are the basics of using Clusiv?
You may be required to sign up for an account, select a password and user name (“Clusiv User ID”), and
provide us with certain information or data, such as your contact information, career goals,
competencies and other information related to your use of the Services. You promise to provide us with
Accurate, complete, and updated registration information about yourself. You may not select as your
Clusiv User ID a name that you do not have the right to use, or another person’s name with the intent to
impersonate that person. You may not transfer your account to anyone else without our prior written
You represent and warrant that you are an individual of legal age to form a binding contract (or if not,
you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent
or guardian to agree to these Terms on your behalf).
You will only use the Services for your own personal use. You will comply with all laws that apply to you,
your use of the Services, and your actions and omissions that relate to the Services. If your use of the
Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and
won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Clusiv User ID, account or password with anyone, and you must protect the
security of your Clusiv User ID, account, password and any other access tools or credentials. You’re
responsible for any activity associated with your Clusiv User ID and account.
Connecting Counselors and Clients
The core of Clusiv’s Services is the provision of vocational training services (“Vocational Services”) which
are provided by Clusiv to students who are interested in receiving such Vocational Services (“Students”).
To facilitate the provision of Vocational Services to Students, Clusiv connects Students with counselors
(“Counselors”) who are able to provide Students with a menu of Vocational Services and help monitor
each Student’s progress within such Vocational Services. For clarity, all Vocational Services are provided
directly by Clusiv and not by the Counselors.
Note: When we use the word “you” in these Terms, it refers to any user, regardless of whether he or
she is an Counselor or Student, while if we use one of those specific terms, it only applies to that
category of user.
Clusiv uses reasonable efforts to vet each potential Counselor, including checking each Counselor's
background but makes no guarantees, representations or warranties regarding the Counselors. Since
Clusiv provides Vocational Services directly, we do not ask Counselors to provide any instruction and
likewise do not endorse any instruction provided by Counselors. We don’t control the actions of any
Student or Counselor, and Counselors aren’t our employees.
Counselors are independent contractors and not employees, partners, representatives, agents, joint
venturers, or franchisees of Clusiv.
Students and Counselors must not enter into separate agreements outside of Clusiv relating to
Vocational Services (“Outside Agreements”). If you do enter into any Outside Agreement we may
terminate your Clusiv account, and you acknowledge that Clusiv is not a party to and isn’t responsible
for enforcing any Outside Agreement.
What about messaging?
As part of the Services, you may receive communications through the Services, including messages that
Clusiv sends you (for example, via email or SMS). When signing up for the Services, you will receive a
welcome message and instructions on how to stop receiving messages. By signing up for the Services
and providing us with your wireless number, you confirm that you want Clusiv to send you
information regarding your account or transactions with us, which may include Clusiv using
automated dialing technology to text you at the wireless number you provided, and you agree to
receive communications from Clusiv, and you represent and warrant that each person you register for
the Services or for whom you provide a wireless phone number has consented to receive
communications from Clusiv. You agree to indemnify and hold Clusiv harmless from and against any and
all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees)
arising from or in any way related to your breach of the foregoing.
Are there restrictions in how I can use the Services?
You represent, warrant, and agree that you will not provide or contribute anything, including any
Content (as that term is defined below), to the Services, or otherwise use or interact with the Services,
in a manner that:
(a) infringes or violates the intellectual property rights or any other rights of anyone else
(b) violates any law or regulation, including, without limitation, any applicable export control
laws, privacy laws or any other purpose not reasonably intended by Clusiv;
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene,
or otherwise objectionable;
(d) jeopardizes the security of your Clusiv User ID, account or anyone else’s (such as allowing
someone else to log in to the Services as you);
(e) attempts, in any manner, to obtain the password, account, or other security information
from any other user;
(f) violates the security of any computer network, or cracks any passwords or security
(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any
processes that run or are activated while you are not logged into the Services, or that
otherwise interfere with the proper working of the Services (including by placing an
unreasonable load on the Services’ infrastructure);
(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or
Content (through use of manual or automated means);
(i) copies or stores any significant portion of the Content; or
(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or
underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Are there any terms specific to me as an Counselor?
To the extent that Counselor collects any information about Students directly from the Services
(“Student Information”), Counselor shall use such Student Information solely as necessary to facilitate
the provision of Vocational Services to Students beyond what is necessary to facilitate the provision of
Vocational Services to the applicable Student. Counselor also must not use any Student Information
beyond what is necessary to facilitate the provision of Vocational Services for such applicable Student.
Upon the conclusion of the Vocational Services for a Student (or otherwise upon the request of such
Student or Clusiv), Counselor must properly destroy all Student Information from or relating to such
Student and make no further use of it whatsoever. Counselor must collect, use, maintain, and transmit
all Student Information in compliance with all applicable laws. For clarity, Counselors may have receive
access to information related to Students from third-parties (“Outside Information”), including the
applicable Student, a state agency or a medical professional. The use of any such Outside Information is
not subject to these Terms, and Clusiv is not responsible in any manner for the accuracy or
completeness of such Outside Information or for Counselor’s use of such Outside Information.
By enrolling a Student in the Vocational Services, you, as an Counselor, hereby authorize such Student
to receive such Vocational Services. You, as an Counselor, further agree to supply all written
authorization paperwork as may be required by Clusiv in order to submit the Vocational Services to
any applicable local, state, federal or foreign government for reimbursement. In furtherance of the
foregoing, you, as an Counselor, agree to keep detailed records of the Students you enroll in the
Counselor Services, including the name, date, type and quantity of Vocational Services provided. You
further agree and acknowledge that you are authorized by the agency or other state entity with which
you are affiliated to authorize Students to receive Vocational Services from Clusiv.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited
to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the
“Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by
all copyright notices, trademark rules, information, and restrictions contained in any Content you access
through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast,
transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any
purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii)
in a way that violates someone else’s (including Clusiv's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-
sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely
for purposes of using the Services. Use, reproduction, modification, distribution or storage of any
Content for any purpose other than using the Services is expressly prohibited without prior written
permission from us. You understand that Clusiv owns the Services. You won’t modify, publish, transmit,
participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create
derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy
or download certain Content, but please remember that even where these functionalities exist, all the
restrictions in this section still apply.
Who is responsible for what I see and do on the Services?
Any information or Content publicly posted or privately transmitted through the Services is the sole
responsibility of the person from whom such Content originated, and you access all such information
and Content at your own risk, and we aren’t liable for any errors or omissions in that information or
Content or for any damages or loss you might suffer in connection with it. We cannot control and have
no duty to take any action regarding how you may interpret and use the Content or what actions you
may take as a result of having been exposed to the Content, and you hereby release us from all liability
for you having acquired or not acquired Content through the Services. We can’t guarantee the identity
of any users with whom you interact in using the Services and are not responsible for which users gain
access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent
and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or
controlled by Clusiv. When you access third-party websites or use third-party services, you accept that
there are risks in doing so, and that Clusiv is not responsible for such risks.
Clusiv has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or
practices of or opinions expressed in any third-party websites or by any third party that you interact
with through the Services. In addition, Clusiv will not and cannot monitor, verify, censor or edit the
content of any third-party site or service. We encourage you to be aware when you leave the Services
visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising
from your use of any third-party website or service.
If there is a dispute between participants on this site or Services, or between users and any third party,
you agree that Clusiv is under no obligation to become involved. In the event that you have a dispute
with one or more other users, you release Clusiv, its directors, officers, employees, agents, and
successors from claims, demands, and damages of every kind or nature, known or unknown, suspected
or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or
our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any
jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected his or her settlement with the debtor
or released party.”
Will Clusiv ever change the Services?
We’re always trying to improve our Services, so they may change over time. We may suspend or
discontinue any part of the Services, or we may introduce new features or impose limits on certain
features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a
material change to the Services that would adversely affect you, but this isn’t always practical. We
reserve the right to remove any Content from the Services at any time, for any reason (including, but not
limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole
discretion, and without notice.
What if I want to stop using the Services?
You’re free to do that at any time by contacting us at firstname.lastname@example.org; please refer to our Privacy
Policy, as well as the licenses above, to understand how we treat information you provide to us
after you have stopped using our Services.
Clusiv is also free to terminate (or suspend access to) your use of the Services or your account for any
reason in our discretion, including your breach of these Terms. Clusiv has the sole right to decide
whether you are in violation of any of the restrictions set forth in these Terms; for example, a Student
who believes that a Counselor may be in breach of these Terms is not able to enforce these Terms
against that Counselor.
Account termination may result in destruction of any Content associated with your account, so keep
that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at email@example.com – we will try to
help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By
way of example, all of the following will survive termination: any obligation you have to indemnify us,
any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms
regarding disputes between us, including without limitation the arbitration agreement.
What about Mobile Applications?
You acknowledge and agree that the availability of our mobile application is dependent on the third
party stores from which you download the application, e.g., the App Store from Apple or the Android
app market from Google (each an “App Store”). Each App Store may have its own terms and conditions
to which you must agree to before downloading mobile applications from such store, including the
specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to
use our application is conditioned upon your compliance with, such App Store terms and conditions. To
the extent such other terms and conditions from such App Store are less restrictive than, or otherwise
conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and
conditions in these Terms apply.
I use the Clusiv App available via the Apple App Store – should I know anything about that?
These Terms apply to your use of all the Services, including our iOS applications (the “Application”)
available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the
(a) Both you and Clusiv acknowledge that the Terms are concluded between you and
Clusiv only, and not with Apple, and that Apple is not responsible for the Application
or the Content;
(b) The Application is licensed to you on a limited, non-exclusive, non-transferrable,
non-sublicensable basis, solely to be used in connection with the Services for your
private, personal, non-commercial use, subject to all the terms and conditions of
these Terms as they are applicable to the Services;
(c) You will only use the Application in connection with an Apple device that you own or
(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any
maintenance and support services with respect to the Application;
(e) In the event of any failure of the Application to conform to any applicable warranty,
including those implied by law, you may notify Apple of such failure; upon
notification, Apple’s sole warranty obligation to you will be to refund to you the
purchase price, if any, of the Application;
(f) You acknowledge and agree that Clusiv, and not Apple, is responsible for addressing
any claims you or any third party may have in relation to the Application;
(g) You acknowledge and agree that, in the event of any third-party claim that the
Application or your possession and use of the Application infringes that third party’s
intellectual property rights, Clusiv, and not Apple, will be responsible for the
investigation, defense, settlement and discharge of any such infringement claim;
(h) You represent and warrant that you are not located in a country subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a
“terrorist supporting” country, and that you are not listed on any U.S. Government
list of prohibited or restricted parties;
(i) Both you and Clusiv acknowledge and agree that, in your use of the Application, you
will comply with any applicable third-party terms of agreement which may affect or
be affected by such use; and
Both you and Clusiv acknowledge and agree that Apple and Apple’s subsidiaries are third-party
beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right
(and will be deemed to have accepted the right) to enforce these Terms against you as the third-party
What else do I need to know?
Warranty Disclaimer. Clusiv and its licensors, suppliers, partners, parent, subsidiaries or affiliated
entities, and each of their respective officers, directors, members, employees, consultants, contract
employees, representatives and agents, and each of their respective successors and assigns (Clusiv and
all such parties together, the “Clusiv Parties”) make no representations or warranties concerning the
Services, including without limitation regarding any Content contained in or accessed through the
Services, and the Clusiv Parties will not be responsible or liable for the accuracy, copyright compliance,
legality, or decency of material contained in or accessed through the Services or any claims, actions,
suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to
your participation in, the Services. The Clusiv Parties make no representations or warranties regarding
suggestions or recommendations of services or products offered or purchased through or in connection
with the Services, including any Vocational Services. THE SERVICES AND CONTENT ARE PROVIDED BY
CLUSIV (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT,
CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CLUSIV PARTIES BE LIABLE TO YOU OR
TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR
MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE
AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR
REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL
OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY
NOT APPLY TO YOU.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations
hereunder, or your Services account, in any way (by operation of law or otherwise) without Clusiv's prior
written consent. We may transfer, assign, or delegate these Terms and our rights and obligations
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act,
applicable federal law, and the laws of the State of Texas, without regard to the conflicts of laws
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it
requires you to arbitrate certain disputes and claims with Clusiv and limits the manner in which you can
seek relief from Clusiv. Both you and Clusiv acknowledge and agree that for the purposes of any dispute
arising out of or relating to the subject matter of these Terms, Clusiv's officers, directors, employees and
independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your
acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the
right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to
settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of
these Terms directly through good-faith negotiations, which shall be a precondition to either party
initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding
arbitration in Travis County, Texas. The arbitration will proceed in the English language, in accordance
with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one
commercial arbitrator with substantial experience in resolving intellectual property and commercial
contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in
accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in
any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Clusiv will pay all
arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Clusiv will not seek its
attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Clusiv may assert claims, if they qualify, in small
claims court in Travis County, Texas or any United States county where you live or work. Furthermore,
notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue
injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the
actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks,
trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND CLUSIV WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO
TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Clusiv are instead choosing to
have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited,
more efficient, and less costly than rules applicable in court and are subject to very limited review by a
court. In any litigation between you and Clusiv over whether to vacate or enforce an arbitration award,
YOU AND CLUSIV WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved
by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS
ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON
A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR
LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however,
this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Clusiv is
entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of
your decision to opt out to the following address: 12408 Dessau Road, Apt. 4101, Austin, Texas 78754
postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and
residence address, (ii) the email address and/or telephone number associated with your account, and
(iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the
foregoing arbitration agreement permits either you or Clusiv to litigate any dispute arising out of or
relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not
apply to either party, and both you and Clusiv agree that any judicial proceeding (other than small claims
actions) will be brought in the state or federal courts located in, respectively, Travis County, Texas, or
the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third
parties contained above is found to be unenforceable, then all of the preceding language in this
Arbitration Agreement section will be null and void. This arbitration agreement will survive the
termination of your relationship with Clusiv.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and
other governmental assessments associated with your activity in connection with the Services, provided
that the Clusiv may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of
any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid,
that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall
otherwise remain in full force and effect and enforceable. You and Clusiv agree that these Terms are the
complete and exclusive statement of the mutual understanding between you and Clusiv, and that these
Terms supersede and cancel all previous written and oral agreements, communications and other
understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that
you are not an employee, agent, partner, or joint venture of Clusiv, and you do not have any authority of
any kind to bind Clusiv in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Clusiv
agree there are no third-party beneficiaries intended under these Terms.