We Succeed Terms of Service
Effective Date: August 3, 2021
1. General terms
We Succeed provides this Site to users seeking tutoring services ("Students") and to users seeking to provide tutoring services ("Tutors"), and to any other entity on whose behalf users accept these Terms. The term "you" or "You" or "User" or "Users" shall refer to Students, Tutors, or any person or entity who views, uses, accesses, browses, or submits any content or material to the Site. These Terms are entered into by and between We Succeed and you, and you accept them by: (a) contracting for tutoring lessons through the Site; (b) using the Site in any other manner; and/or (c) acknowledging agreement with these Terms. If you do not agree to these Terms, do not use the Site.
To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms, the Terms shall control. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
The Site offers a marketplace for those
seeking tutoring services to connect with those seeking to provide tutoring
services. Tutors control and are responsible for the methods, materials, scheduling,
frequency, duration, and all aspects of the lessons. IF THE STUDENT IS
YOUNGER THAN 18 YEARS OLD, ALL TUTORING SESSIONS SHOULD BE SUPERVISED BY A
We Succeed controls and operates the Site from various locations and makes no representation that this website is appropriate or available for use in all locations. We Succeed services may not be available in your location, and available services may vary among locations. We Succeed will attempt to deliver all correspondence sent via the Site's messaging system, through email, or through text messages. We Succeed does not, however, guarantee delivery of all messages.
4. Academic honesty
You acknowledge and agree that We Succeed's services are provided for the purpose of facilitating learning, not cheating. You agree not to use the Site to inquire about, engage in or aid or assist anyone with any form of academic dishonesty, including but not limited to inquiring about the hiring of or to hire tutors to complete assignments, write papers, take quizzes, or otherwise do work on your behalf or the behalf of someone else. Further, you agree not to use We Succeed's services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution, or workplace.
5. Your obligations and conduct
In consideration of your use of the Site,
you agree: (a) that you are of legal age and have capacity to agree to these
Terms on your own behalf or on behalf of a minor who will be receiving tutoring
services; (b) to provide accurate, current, and complete information about you
as may be prompted by a registration form on the website ("Registration Data");
(c) to maintain the security of your password and identification; (d) to
maintain and promptly update the Registration Data and any information you provide
to We Succeed, to keep it accurate, current and complete; and (e) to accept all
risks of unauthorized access to information and Registration Data. You are not
permitted to use the Site or the services or submit Content to the Site if you
are under the age of 13.
You are entirely responsible for all Content that you upload, post, send, receive, store, or otherwise transmit through your use of the Site ("Content"). You agree not to upload, post, receive, or otherwise transmit Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to We Succeed or other users of the website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. We Succeed reserves the right to edit or remove Content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.
You agree to use the Site in a manner that is lawful, relevant, and proper to the applicable forum. Any use of the Site that We Succeed, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. Conduct that is inappropriate and/or offensive includes without limitation the following:
- Defame, abuse, harass, harm, stalk, threaten, or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
- Publish, post, upload, distribute, receive, or disseminate any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;
- Use the Site for any purpose that is in violation of local, state, national, or international law, including without limitation wage/hour and working condition laws and regulations;
- Upload files that contain software or other material that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;
- Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network;
- Take any action that would undermine any aspect of the Site;
- Create an account or accounts on the Site for fraudulent purposes, or for the purpose of misusing the Site, including without limitation to misappropriating the Site or any information on the Site for your own commercial or pecuniary gain.
- Attempt to gain unauthorized access to the Site, other User accounts, or other device, computer system or networks connected to the Site;
- Advertise or offer to sell any goods or services for any commercial purpose on the Site that are not appropriate or relevant to the Site;
- Impersonate another person or allow any other person or entity to use your user name, password or membership;
- Post the same content repeatedly or spam - spamming is strictly prohibited;
- Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed through the Site;
- Access, download, or copy any information, content and/or materials from the Site through artificial means (including without limitation spiders, scrapers, hacking devices, computer programs, bots, web spoofing, URL rewriting or other such means);
- Reproduce, duplicate, copy, sell, re-sell or exploit any information, materials or content on the Site; or
- Restrict or inhibit any other user from using and enjoying the Site.
By using the Site, you represent and
warrant that you currently meet and will continue to meet the following
eligibility conditions ("Eligibility Conditions") for as long as you use the
Site: (a) you have and will at all times comply with all laws and regulations;
(b) you have the right, authority and capacity to enter into these Terms and to
abide by all of terms and conditions in these Terms; (c) neither you, nor
anyone in your home: (i) has been the subject of a complaint, restraining order
or any other legal action involving violence, abuse, neglect, fraud, larceny,
or any offense that involves endangering the safety of others; (ii) has been
convicted of a crime of any nature, including any felony or misdemeanor of any
kind, including without limitation any sexual, child abuse or domestic violence
offenses; and/or (iii) has been and/or is currently required to register as a
sex offender in any jurisdiction or with any government entity; and (d) neither
you, nor anyone in your home, is currently out on bail or on your own
recognizance pending trial, relating to any felony or misdemeanor charges of
any kind, including without limitation sexual, child abuse or domestic violence
By using the Site, you understand and agree that We Succeed may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that We Succeed may revise the Eligibility Conditions from time to time and require new conditions and certifications and that User will abide by such revised Eligibility Conditions or discontinue using the Site.
We Succeed may revise the Eligibility
Conditions from time to time and require new conditions and certifications.
Continued use of the Site constitutes agreement with and acceptance of any new
Eligibility Conditions and Users are required to abide by such revised
Eligibility Conditions or discontinue using the Site.
You hereby authorize We Succeed to verify the above representations and warranties by you and you acknowledge and agree that We Succeed shall have the right, but not the obligation, to verify such representations and warranties. You agree and understand that such verification may include, without limitation, conducting criminal background checks, sex offender registry checks, motor vehicle records checks, identification verifications, credit checks and/or use of available public records. You consent to any collection, use or disclosure in order to accomplish such verification. You further agree that We Succeed may take such action as it, in its sole discretion, deems appropriate, including without limitation suspending and/or terminating your use of the Site, should it determine that you have violated any representation or warranty. We Succeed neither confirms nor denies the validity of information provided by Users and We Succeed has no obligation to verify that any or all of the Eligibility Conditions are met by Users. For more information related to our background check process, please review our background check policy.
We Succeed expressly disclaims, and you expressly release We Succeed from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to: (a) any inaccuracy, untimeliness or incompleteness regarding a User's Eligibility Conditions and/or (b) misstatements or misrepresentations made by any User.
We Succeed reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to We Succeed in its sole discretion. Alleged improprieties by any User may be reported to We Succeed by email at firstname.lastname@example.org.
6. Third party reports and verification services
We Succeed may utilize third party
consumer reporting agencies that perform, among other things, criminal
background checks, sex offender registry checks, motor vehicle records checks,
credit checks, and identification verifications ("consumer reports"). We
Succeed does not endorse or make any representations or warranties regarding
the reliability of such consumer reports or the accuracy, timeliness, or
completeness of any information in the consumer reports. We Succeed does not
independently verify information in the consumer reports.
We Succeed works with third party partners to perform criminal background checks on Tutors, and we receive information from them such as publicly available information about a Tutor's criminal history. You agree that We Succeed shall not be held responsible or liable in any way if any information provided by a third-party verification service is inaccurate. When a third-party verification service is used, you warrant that you will comply with the Fair Credit Reporting Act, 15 USC 1681.
You hereby consent to We Succeed collecting, using, and disclosing the information in the consumer reports. You understand and agree that We Succeed may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but that We Succeed shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness, or completeness of such information. We Succeed reserves the right to suspend and/or terminate User based on information in the consumer reports or for any other reason in We Succeed's sole discretion.
7. Confidentiality of We Succeed information
You may obtain direct access via the
Site to certain confidential information of We Succeed and its affiliates,
including without limitation technical, contractual, product, program, pricing,
marketing, and other valuable information that should reasonably be understood
as confidential ("Confidential Information"). You must hold Confidential
Information in strict confidence. All right, title and interest in the
Confidential Information remains with We Succeed and its affiliates.
The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from We Succeed, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to We Succeed adequate to afford We Succeed the opportunity to object to the disclosure.
8. Content submitted to the site
We Succeed does not claim ownership of the Content that you place on the website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, any Content that you provide in connection with this website shall be deemed to be provided on a non-confidential basis. We Succeed shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and you grant We Succeed an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among We Succeed, its affiliates, and third-party providers of any information that you may provide on the Site.
9. Terms of transacting business
You understand and agree to abide by We Succeed's tutor and student payment policies. You agree that you are willing to pay all costs associated with the services through We Succeed. You also agree for Stripe to automatically charge a payment method on file for any of the costs or fees incurred by using We Succeed's services. These costs include but are not limited to: (a) a tutor's hourly rate as listed; (b) travel and transportation fees; (c) cancellation fees as described in a tutor's cancellation policy; (d) a service fee as listed; (e) preparation time for tutoring sessions, and (f) the commission arrangement between the Tutor and We Succeed. We Succeed's Satisfaction Guarantee Policy is as follows: your first tutoring session with We Succeed is protected by We Succeed's Satisfaction Guarantee. If you are not satisfied with your first tutoring session, the session will be free. You must let We Succeed know within 24 hours of your first tutoring session if you were not satisfied with your tutoring session to be eligible for We Succeed's Satisfaction Guarantee Policy. We are committed to providing the best tutoring for all students. When a customer cancels or misses a session without giving enough notice, they prevent us from working with another student. As such, we require 24-hour notice for any cancellations or changes to a session. Customers who provide less than 24-hour notice or miss their session will be charged for the full hour for their scheduled session. If you need to rebook your session please contact your tutor. Except as required by law, all fees are nonrefundable, including, without limitation, in situations where paid posts are removed by We Succeed (or its partners), or by community flagging. Payments and purchases may not be canceled by the user, except as required by law. However, We Succeed (or its partners) reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card, or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days.
10. Advertisements and promotions
We Succeed may run advertisements and promotions from third parties on the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers other than We Succeed found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. We Succeed is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-We Succeed advertisers on the Site.
We are able to deliver text message notifications to the following mobile phone carriers: AT&T, Boost Mobile, T-Mobile, Metro PCS, Verizon Wireless, Sprint, U.S. Cellular, NTelos, Cricket, & Virgin Mobile. T-Mobile is not liable for delayed or undelivered messages. Please note that standard data and messaging rates may apply for any text message notifications. We Succeed will not be responsible for any costs or fees incurred through text message notifications. Please contact your mobile phone carrier for details. You also understand and agree that, if We Succeed 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, We Succeed will be deemed to have provided the communication to you. For help or more information email email@example.com.
12. Content provided via links
You may find links to other websites or resources on the Site. You acknowledge and agree that We Succeed 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. We Succeed will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
13. Intellectual property rights
We Succeed grants you permission (which
may be revoked at any time for any reason or no reason) to use the Site for the
services as provided herein and in accordance with these Terms and solely for
your own personal, non-commercial use (except as provided herein), provided you
do not remove any trademark, copyright or other notice contained on such pages.
No other use is permitted. You may not, for example, incorporate the
information, content, or other material in any database, compilation, archive
or cache. Except as specifically authorized by We Succeed, you may not
deep-link to the Site for any purpose or access the Site manually or with any
robot, spider, web crawler, extraction software, automated process or device to
scrape, copy, or monitor any portion of the Site or any information, content,
or material on the Site. We Succeed reserves all of its statutory and common
law rights against any person or entity who violates this paragraph. You may
not link or frame to any pages of the Site or any content contained therein,
whether in whole or in part, without prior written consent from We Succeed. You
may like or follow We Succeed or share links to the Site via social networking
technology referenced on the Site. Any rights not expressly granted herein are
Except as expressly authorized by We Succeed or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software We Succeed discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.
"We Succeed Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations We Succeed uses in connection with its products and services. You may not remove or alter any We Succeed Trademarks, or co-brand your own products or material with We Succeed Trademarks, without We Succeed's prior written consent. You acknowledge We Succeed's rights in We Succeed Trademarks and agree that any use of We Succeed Trademarks by you shall inure to We Succeed's sole benefit. You agree not to incorporate any We Succeed Trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by We Succeed on this Site provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if you breach any of the terms or conditions in this document. Upon termination, you must immediately destroy any downloaded and/or printed Content.
14. Copyright Infringement
respects the intellectual property of others, and we ask our users to do the
same. Thus, in your use of and interactions with We Succeed and the Site, you
may not post, modify, distribute, or reproduce in any way any Content that is
copyrighted material belonging to others, without obtaining their prior written
consent. We Succeed reserves the right, in its discretion, to remove any
Content if we believe it may infringe the copyright rights of others, and/or to
terminate the accounts of Users who we believe to be infringers.
If you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, we will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (the "DMCA"), a federal law that provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material hosted on the Site infringes your copyright, you (or your agent) may send We Succeed. a notice requesting that the content or material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow We Succeed to locate the content or material within the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. We Succeed's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email: firstname.lastname@example.org.
We suggest that you consult with a legal advisor before filing a notice under the DMCA. Also, be aware that there can be penalties for false claims under the DMCA.
15. Termination and suspension
We Succeed reserves the right to suspend and/or terminate any user with or without notice at any time in its sole discretion, for any reason or no reason. You agree that, if you are suspended and/or terminated, you will make no further use of the Site after termination or during suspension.
16. Disclaimer of warranties
USE OF THE SITE IS AT YOUR SOLE RISK
UNLESS OTHERWISE EXPLICITLY STATED. THE SITE, INCLUDING THE INFORMATION, SERVICES,
AND CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS"
BASIS. WE SUCCEED DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS,
AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE
SUCCEED MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO
THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE
WE SUCCEED MAKES NO WARRANTY OR REPRESENTATIONS THAT: (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM TUTORS, ADVISORS, OR OTHER WE SUCCEED STAFF WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE SITE WILL BE CORRECTED; OR THAT THE SERVICES ARE APPROPRIATE FOR USE OR ACCESS OUTSIDE OF THE UNITED STATES. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
17. Limitation of liability
THE SITE OFFERS A MARKETPLACE FOR THOSE
SEEKING TUTORING SERVICES TO CONNECT WITH THOSE SEEKING TO PROVIDE TUTORING
YOU UNDERSTAND AND AGREE THAT WE SUCCEED HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT WE SUCCEED MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE ARE MANY FACTORS THAT AFFECT A STUDENT'S ACADEMIC PERFORMANCE, THEREFORE, WE SUCEED WILL NOT BE RESPONSIBLE FOR ANY STUDENT'S ACADEMIC PERFORMANCE, INCLUDING BUT NOT LIMITED TO CLASS GRADES, SCORES ON TESTS/EXAMS/QUIZZES, GRADES ON ESSAYS, CLASS PROJECTS, ASSIGNMENTS, OR ANY ASPECT RELATED TO COLLEGE ADMISSIONS APPLICATIONS. YOU UNDERSTAND AND AGREE THAT WE SUCCEED IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SITE, OF ANY USER. AS SUCH, WE SUCCEED EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE WE SUCCEED FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SITE, INCLUDING WITHOUT LIMITATION ANY ACTS AND/OR OMISSIONS OF USERS ON OR OFF THE SITE.
USERS OF THE SITE TRANSACT BETWEEN THEMSELVES. WE SUCCEED WILL NOT BE INVOLVED IN ANY USER INTERACTIONS. WE SUCCEED IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION.
TO THE FULL EXTENT PERMITTED BY LAW, WE SUCCEED IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF WE SUCCEED HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE SITE; (B) THE COST OR 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 SITE; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL WE SUCCEED'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO WE SUCCEED OR A WE SUCCEED PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).
YOU AND WE SUCCEED AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND WE SUCCEED AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.
IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION 17.
18. Access to the Site Outside of the United States
Given the global nature of the Internet, you agree to comply with all local rules, including, without limitation, rules about the Internet, data, email, privacy, copyright and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Website or Site or Website Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
19. Consent to Use Electronic Records
In connection with the Terms of Service, you may be entitled to receive certain records from We Succeed or our Affiliates, such as contracts, notices, reminders, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
20. Assumption of risk
You agree and understand that you assume all risks when using the Site, including without limitation any and all of the risks associated with any online or offline interactions with other Users. You agree to take all necessary precautions, including without limitation following the recommendations set forth in We Succeed's Student and Tutor Safety Tips, when interacting with other users.
21. Release and Indemnification
This section explains the process of resolving any disputes between We Suceed and a Tutor; We Succeed and a Student; Tutor and Student; or We Succeed, a Tutor, and a Student. All disputes shall be resolved through arbitration instead of through the courts. Specifically:
Any controversy, claim, suit, dispute, injury
or damage arising from or in any way related to the Site, its use, its User
(e.g. Tutor, Student) conduct, or the Terms shall be settled by binding
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association ("AAA") then in effect, which can be obtained at any
AAA office, at www.adr.org, or by calling the AAA at 1-800- 778-7879. If there
is any inconsistency between the AAA Rules and this arbitration provision, the
terms of the arbitration provision will control unless the arbitrator
determines that the application of the inconsistent terms would result in a
fundamentally unfair arbitration. This arbitration provision will be construed
and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. §1 et
We Succeed and you will attempt to agree on a single arbitrator. If agreement is not possible, each party will select its own arbitrator. Each party's arbitrator will, in turn, confer and select a single arbitrator. The arbitrator will base the decision on the evidence presented and in accordance with these Terms and governing law, including statutory and judicial authority. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. The arbitrator will issue a written decision, which will contain the essential findings and conclusions on which the decision is based. The arbitrator's decision will be final and binding upon all parties.
YOU AND WE SUCCEED AGREE THAT EACH OF US MAY BRING CLAIMS, SUIT, INJURY, HARM, LOSS OR DAMAGE AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE SUCCEED AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER WE SUCCEED USERS.
The arbitration shall be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and the judgment of the arbitration award may be entered by any court having jurisdiction thereof.
Each party will pay its own attorneys' fees, subject to any remedies to which that party may later be entitled under applicable law. You will bear only those costs of arbitration that you would have borne had you brought a claim covered by this arbitration provision in court. If you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, We Succeed will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
Notwithstanding anything to the contrary, disputes may be brought before an administrative agency to the extent applicable law requires access to an agency notwithstanding the existence of this arbitration provision. Nothing in this arbitration provision shall be construed to: (i) relieve any party of the duty to exhaust administrative remedies by filing a charge or complaint with an administrative agency and obtaining a right to sue notice, where otherwise required by law; or (ii) prevent either party from cooperating with a federal or state body as required by law. However, you understand that you are not entitled to a double recovery or eligible to receive any monetary benefit from any action brought by an administrative agency except as required by law.
To commence an arbitration against We Succeed, you must complete a short form, submit it to the AAA, and email a copy to We Succeed, Inc. to email@example.com. For more information, see the AAA's claim filing page. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you.
In the event that a tribunal or arbitrator of competent jurisdiction determines that the arbitration provision is unenforceable, you agree that the exclusive forum and/or venue for any controversy, claim, suit, injury, harm, loss or damage arising from or in any way related to the use, inability to use or provision of these Terms shall be any California State Court or Federal Court sitting in Riverside County, and you hereby submit to the exclusive jurisdiction of those courts for purposes of any such proceeding. You hereby submit to the exclusive jurisdiction of those courts for purposes of any such proceeding and agree not to seek to transfer the matter to a different court for any reason. You and We Succeed agree that any dispute is personal to you and We Succeed and that any such controversy, claim, suit, injury, harm, loss or damage shall be brought on an individual basis, and shall not be consolidated with any controversy, claim, suit, injury, harm, loss or damage of any other party. However, this representative action waiver may be severed if it would otherwise render these Terms unenforceable.
You agree that any material breach of the Terms will result in irreparable harm to We Succeed for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, We Succeed will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if We Succeed seeks such an injunction.
24. Notices; modification and termination of services; amendment of terms
We Succeed may provide notice to Users via email, text message, regular mail, or posting notices or links to notices on the Site. We Succeed reserves the right at any time to modify, suspend or terminate the services (or any part thereof), and/or use of or access to them, with or without notice. We Succeed may also delete, or bar access to or use of, all related information and files. We Succeed will not be liable to Users or any third-party for any modification, suspension, or termination of service, or loss of related information. Since offerings and technologies change, We Succeed reserves the right to change, amend, modify, add or remove portions of this Agreement at any time without prior notice. We Succeed may amend these Terms at any time in our sole discretion by posting the amended terms on this Site. All changes are effective immediately when we post them. You understand that your continued use of the Site or Services means that you accept and agree to be bound by these Terms of Service. If you do not accept the Terms of Service in its entirety, you must not access or use the Site or any of our Services.
25. Governing law
This Agreement shall be governed by and construed in accordance with the substantive laws, without regard to choice of law rules, of the State of California.
26. Entire agreement
These Terms constitute the entire agreement between you and We Succeed relating to their subject matter, and cancel and supersede any prior versions of the Terms. You may not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use We Succeed or third-party products or services.