Effective Date: January 1, 2023
- 1. PROPRIETARY RIGHTS
- 2. LIMITED LICENSE
- 3. TRADEMARKS
- 4. USER CONTENT
- 5. CERTAIN OBLIGATIONS AND PROHIBITIONS
- 6. RIGHT TO MONITOR AND EDITORIAL CONTROL
- 7. LINKS
- 8. INDEMNIFICATION
- 9. PRODUCTS AND SERVICES
- 10. DISCLAIMER OF WARRANTIES
- 11. LIMITATION OF LIABILITY
- 12. TERMINATION
- 14. COMMUNICATION
- 15. MISCELLANEOUS
1. PROPRIETARY RIGHTS
- As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Site, the technology underlying the Services, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video and instructional materials and other text), software, code, and data available to you in connection with the Site or Services and all content related to our programs even if the content is not accessed through the Site (collectively, “Company Content”), and the look and feel, design and organization of the Site. Your use of the Site or Services does not grant to you ownership of any Company Content.
2. LIMITED LICENSE
- You may access and view the Company Content on your computer or other internet compatible device, and make single copies or prints of the Company Content for your personal, non-commercial use only. To the extent you need to download software or documentation to use the Services, we grant you a limited, non-assignable, non-transferable, revocable license to use such software or documentation solely to utilize the Services. Such license will terminate when you no longer use the Services. For our mobile applications, we grant you a nonexclusive, non-transferable, worldwide, and perpetual license to perform, display, and use the mobile application for your personal, non-commercial use only. We reserve the right to change or make corrections to the operation of, or any information available on, the Site at any time and without prior notice.
- Trademarks, logos, service marks and trade names (collectively, "Trademarks") that are ours or Trademarks of any third party displayed on the Site or on Company Content may not be used unless authorized by the trademark owner. Nothing contained on the Site should be construed as granting, by implication, or otherwise, any license or right to use any Trademark displayed on the Site without our written permission or that of the third party rights holder. Your misuse of the Trademarks displayed on the Site is strictly prohibited.
4. USER CONTENT
(a) Any ideas, suggestions, survey responses, or testimonials that you submit to us or information you submit or post to our chat rooms, message boards,
and/or our blogs ("User Content") will be deemed not to be confidential and may be used by us for any purpose.
By submitting or sending User Content to us,
(i) represent and warrant that the User Content is original to you, that no other party has any rights thereto, and that any "moral rights" in User Content have been waived, and
(ii) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to display, use, reproduce, incorporate, modify, create derivative works of and distribute the User Content (in whole or part). We are not responsible for maintaining any User Content that you provide to us, and we may delete or destroy any such User Content at any time.
(b) By submitting or sending any problems or questions (excluding those from academic source materials such as textbooks or workbooks) or documents such as essays to us through the Site for help from or review by our tutors, instructors, or counselors ("Submitted Materials"),
(i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and
(c) For any academic source materials such as those from textbooks and workbooks which you submit to us in connection with the Services, you represent and warrant that you are entitled to upload such materials under the “fair use” doctrine of copyright law. In addition, if you request that our system display a representation of a page or problem from a textbook or workbook, you represent and warrant that you are in proper legal possession of such textbook or workbook and that your instruction to our system to display a page or problem from your textbook or workbook is made for the sole purpose of facilitating your instructional session, as “fair use” under copyright law.
5. CERTAIN OBLIGATIONS AND PROHIBITIONS
(a) Any commercial distribution, publishing or exploitation of the Site or any Company Content is strictly prohibited.
(b) We may investigate and/or terminate your account if you misuse the Site or behave in any way that we regard as inappropriate or unlawful. You agree that, while using the Site and the Services, you will not:
(i) impersonate any person or entity or misrepresent your affiliation with any other person or entity;
(ii) insert your own or a third party's advertising, branding or other promotional content into any of the Company Content or Services; or
(iii) gain or attempt to gain unauthorized access to other computer systems through the Site
(c) You agree to not:
(i) engage in spidering, "screen scraping," "database scraping," or obtaining lists of users or obtaining or accessing other information or features on, from or through the Site or the Services including but not limited to any information residing on any server or database connected to the Site or any Services;
(ii) use the Site or the Services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or the Services, including but not limited to sending mass unsolicited messages or "flooding" servers with requests.
(d) You agree that you will not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Services, or any content thereof, or make unauthorized use thereof.
(e) You agree that you will not upload, post, transmit, distribute or otherwise publish through the Site, the Services, or any feature made available on or through the Site, any materials or code which
(i) restrict or inhibit any other user from using and enjoying the Site or the Services,
(ii) are fraudulent, unlawful, threatening, abusive, harassing, defamatory, obscene, vulgar, offensive, profane, sexually explicit or indecent,
(iii) violate any local, state, national or international law,
(iv) violate, plagiarize or infringe the intellectual property, privacy, publicity, or other rights of third parties,
(v) contain a virus, spyware, or other harmful component,
(vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or
(vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact.
(f) You agree that you will treat our online tutors, instructors, and counselors with respect and not use obscenities in the online classroom, lie about false emergencies, make threats or discuss personal matters or matters other than those related to the subject for which you seek help. You agree that you will not disclose any information to your online tutor or instructor that could be considered personally identifiable information, such as your full name, address, telephone number, email address, social security number, or any other information that could be used to identify or locate you. Similarly, you agree that you will not solicit any such information from any online tutor or instructor and agree that if any online tutor or instructor ever discloses such information to you, asks you for any personal information, or suggests any offline meeting or conversation, you agree to immediately report this to us by phone and in writing. You agree not to use the Site, Services, and information offered on the Site to recruit, solicit, or contact in any form tutors, instructors, or counselors for employment or contracting for a business not affiliated with us without our advance written permission.
6. RIGHT TO MONITOR AND EDITORIAL CONTROL.
We reserve the right, but do not have an obligation, to
(a) monitor and/or review all materials posted to the Site or through the Services or Site’s features or
(b) refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable, violate these Terms, or violate applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our Terms or applicable law, or for any other reason without notice of liability.
- You may be able to link from the Site to third party websites and third party websites may link to the Site. Our tutors, instructors, and counselors may also send you links to third party websites. You acknowledge and agree that we have no responsibility for the content, products, services, advertising or other materials which may be provided by or through third party websites. Links to third party websites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
- You agree to defend, indemnify and hold us and our directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from any content or other material you place on the Site or submit to us, or your breach or violation of the law or of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
9. PRODUCTS AND SERVICES
(a) Our Student Enrollment Agreement Terms and Conditions set forth additional terms applicable to certain Services you may purchase on the Site
(b) You are solely responsible for all computer hardware and other equipment and all fees for services (such as internet service and wireless services) required for access and use of our on-line Services.
(c) To use the Services, you will need to register on the Site, pay any applicable fees, and create an account, username and password. You agree to provide accurate information about yourself. If we believe that such information is inaccurate, we reserve the right to suspend or terminate your account and refuse any and all use of the Services. You are responsible for maintaining the confidentiality of your account information and for all activities and liabilities associated with or occurring under your account. You must notify us immediately of any unauthorized use of your account or username. You may not transfer your account (including your username or password) to another person and you may not use anyone else's account at any time without the permission of the account holder. In cases where you have authorized or registered another individual, including a minor, to use your account, you are fully responsible for
(i) the online conduct of such user;
(ii) controlling the user's access to and use of the Services; and
(iii) the consequences of any misuse. In the event that you permit a minor to use your account, we reserve the right to provide access to your account and all information contained therein to such minor's parents, guardians or other authorized adults, including, but not limited to, authorized school representatives. You may not use any means to circumvent our access, registration, or payment systems. You may not continue to use the Site or any Services after we have terminated or suspended your access to the Site or the Services.
10. DISCLAIMER OF WARRANTIES
- (a) THE SITE, THE SERVICES, AND COMPANY CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY REGARDING UPTIME OR UNINTERRUPTED ACCESS, AVAILABILITY, ACCURACY, OR USEFULNESS, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE ALSO ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT, MOBILE DEVICE, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE, THE SERVICES, OR YOUR DOWNLOADING OF ANY COMPANY CONTENT FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
11. LIMITATION OF LIABILITY
(a) IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR CONTENT OR SERVICE PROVIDERS (INCLUDING TUTORS, INSTRUCTORS, AND COUNSELORS) (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO,
THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SERVICES, OR COMPANY CONTENT, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES,
EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS TO THE EXTENT REQUIRED BY APPLICABLE LAW.
(b) IN NO EVENT WILL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE OR THE SERVICES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) ARISING FROM THESE TERMS OR YOUR USE OF THE SITE, THE SERVICES, OR COMPANY CONTENT EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE OR THE SERVICES IN THE 12 MONTH PERIOD PRECEDING YOUR CLAIM.
- We may terminate, change, suspend or discontinue any aspect of the Site or the Services at any time. We may restrict, suspend or terminate your access to the Site or the Services if we believe you are in breach of these Terms, you are a repeat infringer of intellectual property rights, or for any other reason without notice or liability.
- We reserve the right, at our sole discretion, to modify any portion of these Terms at any time. Changes in these Terms will be effective when posted. Your continued use of the Site and/or the Services after any changes to these Terms are posted will be considered acceptance of those changes.
- If you provide us your email address, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the products or services we offer, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us. You also may sign up, and therefore agree, to receive SMS or text messages on your mobile phone.
- These Terms comprise the entire agreement between you and us concerning the subject matter of these Terms. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. We may assign these Terms to any person or entity without your consent. You may not assign these Terms without our prior written consent.