THIS AGREEMENT BINDS YOU, THE USER, OR ANY AFFILIATED PERSONS OR ENTITIES (“YOU,” OR “YOUR”) TO THE TERMS AND CONDITIONS SET FORTH HEREIN IN CONNECTION WITH YOUR USE OF SMARTERSKILL’S (“OUR”, “WE”, “COMPANY” OR “SMARTERSKILL.COM”) SOFTWARE, MOBILE APPLICATIONS, SERVICES OR OTHER OFFERINGS ON OUR SITE (COLLECTIVELY, OUR “PRODUCTS”). AS SOME OF OUR PRODUCTS MAY BE SOFTWARE THAT IS DOWNLOADED TO YOUR COMPUTER, PHONE, TABLET, OR OTHER DEVICE, YOU AGREE THAT WE MAY AUTOMATICALLY UPDATE OUR PRODUCTS, AND THAT THESE TERMS WILL APPLY TO ANY SUCH UPDATES. BY USING ANY OF THE COMPANY PRODUCTS OR CLICKING ON THE “SIGNUP” BUTTON, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “CANCEL” BUTTON AND DISCONTINUE USE OF THE COMPANY PRODUCTS. COMPANY’S ACCEPTANCE OF YOUR USE IS EXPRESSLY CONDITIONED UPON YOUR CONSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS IN CONFLICT HEREWITH. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY THE COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Products enable students (“Students”) to connect with independent contractor instructors (the “Instructors”) who provide live and recorded instruction, tutoring, and learning services in Our proprietary online classrooms (the “Courses”). Persons who use and have access to Company Products, including the Courses, are collectively referred to herein as “Users.” For clarification purposes, the Products specifically include, without limitation, facilitating and hosting Courses and supporting materials, as well as taking feedback from Users.
Participation in or completion of any of the Course does not confer any academic credit for any institution or for any other purpose. The Company and the applicable Instructors have no obligation, at present or in the future, to have any of the Courses recognized by any educational institution or accreditation organization. Additionally, Your use of the Products and access to the Courses does not and shall not create any affiliation or professional relationship with any of the Instructors or their course materials.
Company reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that You accept those changes. You should visit the Site regularly to ensure You are aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision.
The Company may modify the Products or discontinue their availability at any time.
You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
If You elect to access or use Products that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize the Company to charge Your credit card on a regular basis to pay the fees as they are due.
If Your payment method fails or Your account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block Your access to any Products pending resolution of any amounts due by You to Company.
All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person’s Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.
The Site is only a marketplace for Instructors and Students. We do not hire or employ Instructors nor are We responsible or liable for any interactions involved between the Instructors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Students, including, but not limited to, any Student’s reliance upon any information provided by an Instructor.
We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose You to Submitted Content that You consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.
The Site and Products may give You access to links to third-party Websites (“Third Party Sites”), either directly or through Courses or Instructors. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site. The Company may from time to time provide links to certain products or services in which SmarterSkill will receive a commission if you purchase. We will not compromise the quality of our website and recommendations in order to receive additional payment. We will continue to only recommend products and services that we believe will be beneficial to Students.
- Taking any action involving use of the Company’s Products, Courses, or related materials that violates local, state, national or international law or breaches any of your contractual obligations or fiduciary duties.
- Sharing your password, letting any third party access your account, or doing anything that might put your account at risk.
- Attempting to access any other user’s account.
- Reproducing, transferring, selling, reselling, or otherwise misusing any content from Our Products, unless specifically authorized to do so.
- Accessing, tampering with, or using non-public areas of our systems, unless specifically authorized to do so.
- Breaking or circumventing our authentication or security measures or otherwise testing the vulnerability of our systems or networks, unless specifically authorized to do so.
- Trying to reverse engineer any portion of Our Products.
- Trying to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing.
- Using our Products to distribute malware.
- Impersonating or misrepresenting your affiliation with any person or entity.
Security of use and protection of users is important to SmarterSkill. However, while we work to protect the security of Your account and related information, the Company cannot guarantee that unauthorized third parties will not be able to defeat Our security measures. Please notify us immediately of any compromise or unauthorized use of Your account by emailing [email protected] Use this site and its contents at Your own risk and take steps to mitigate loss in the event of a security breach by checking for fraudulent activity on Your related financial accounts regularly.
Specific Obligations of All Users.
You hereby represent, warrant and covenant that:
- You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;
- You are over the age of 18, or, if not, You will only use the Products with the involvement, supervision, and approval of a parent or legal guardian. Children under the age of 14 may not register for an account, or register and/or purchase Courses.
- You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site or the Products;
- You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
- You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Company Content, the Products or Courses or Submitted Content except as permitted by these Terms or the relevant Instructor as applicable;
- You will not disclose any personal information to an Instructor, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; and
- You will not solicit personal information from any Instructor or other User.
- To use certain Products, You will need to register and obtain an account, username and password. When You register, the information You provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of Your account, username, and password (collectively, Your “Account”) and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Products. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying us of unauthorized access to Your Account.
- Upon approved use, the Company shall grant you a limited, personal, non-exclusive, non-transferable, and revocable license to use and access Our Products. As applicable, You may download content from our Services only for Your personal, non-commercial use, unless you obtain Company’s written permission to otherwise use the Products or contents thereof. Use of or access to Our Products does not give You ownership of any intellectual property rights in Our Company, Company Products, or the content You access.
- You may not transfer Your Account to any other 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 Products; and (iii) the consequences of any misuse. Unsupervised use by any minor is not suggested and use by any persons under the age of fourteen (14) is strictly prohibited. Failure to follow the guidelines and suggestions provided herein is grounds for revocation of access, indemnity of Company by user, and/or damages, as applicable.
Content, Licenses & Permissions.
All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is “Content.” Where the Company provides Content to You in connection with the Products, including, without limitation, the Software and the Products and the Site, it is “Company Content.” Content uploaded, transmitted or posted to the Site or through the Products by a User is “Submitted Content.” Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to Your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.
You hereby grant the Company a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the the Submitted Content on the Site and through the Products, and sublicense it to Instructors and Users for these purposes directly or through third parties.
You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to You, as provided above.
You agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Site and the Products. You hereby grant the Company permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
THE COMPANY RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, THE COMPANY DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SITE OR THROUGH THE PRODUCTS IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to the Company directly by emailing [email protected]
All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.
Pricing for Paid Courses
“Base Price” means the course price set by the Instructor.
“Base Currency” means the currency of the Base Price.
“Base Exchange Rate” means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
“Sale Price” means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.
“Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.
“Cost Adjustment Factor” means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.
You agree to pay the fees for Courses that You take, and hereby authorize Us to charge Your credit card for these amounts. We will charge Your credit card monthly for all amounts owed. If Your credit card is declined, You agree to pay Us the fees within thirty (30) days of notification from Us, and pay (at Our discretion) a late payment charge at 1.5% per month, or the maximum permitted by law, whichever is greater.
Company may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit in which the Sale Currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Company will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, Company may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Company to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
Company’s online platform will default the Sale Currency based on Your geographic location. The currency of any transaction will match the Sale Currency displayed to You on the website. You cannot change Your displayed currency.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.
SmarterSkill offers Students a thirty (30)-day, no-questions-asked money back guarantee on Courses. If you, as a Student, are unhappy with such a Course and make a written request for refund within thirty (30) days of the date that you paid for access to that Course, we will provide you with a full refund of the amount you paid. To request a refund, please contact us via [email protected] Please note that if we believe that you are abusing our refund policy in our sole discretion, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you.
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the Site, in the Products or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to U.S. and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.
THE PRODUCTS, SITE, COMPANY CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE OR THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY.
Limitation of Liability.
You hereby indemnify, defend and hold harmless the Company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys’ fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 13, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.
We may terminate Your use of the Products or Site immediately without notice for any breach by You of these Terms or any of Our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, Course, or Content at any time. You may terminate Your use of the Site or the Products at any time, either by ceasing to access them, or by contacting us at [email protected] We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Site, Products and Content. Sections 4, 5, 10-15 and all representations and warranties shall survive termination.
By using the Products or communicating with Company, You agree that Company may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Products or these Terms. If Company learns of a security system’s breach, Company may attempt to notify You electronically by posting a notice on the Products or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to Company at [email protected]
Entire Agreement. These Terms and any policies applicable to You posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
Governing Law and Jurisdiction. You agree that any dispute related to these Terms will be governed by the laws of the State of California, excluding its conflicts of law provisions. You further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving Los Angeles County, California as the legal forum for any such dispute.
Excluding claims for injunctive or other equitable relief, for claims related to the Products where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either you or the Company may elect at any point during the dispute to resolve the claim through binding, non-appearance-based arbitration. The dispute will then be resolved using an established alternative dispute resolution (“ADR”) provider, mutually agreed upon by you and the Company. The parties and the selected ADR provider shall not involve any personal appearance by the parties or witnesses, unless otherwise mutually agreed by the parties; rather, the arbitration shall be conducted, at the option of the party seeking relief, online, by telephone, or via written submissions alone. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.