You must agree to this ToU in order to use the Site and/or the Service. If you use the Site and/or the Service, or click to accept or agree to this ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using the Site and/or the Service, you represent and warrant that you have the legal capacity to enter into a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the Site or the Service. If you are using the Site or the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this ToU. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer or such other entity and you must discontinue all use of the Site and the Service immediately.
1. ToU Updates
We may update this ToU at any time and we will post the updated version of this ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use the Site or the Service after the updated ToU is posted on the Site. If at any point you do not agree to any portion of the ToU then in effect, you must immediately stop using the Site and the Service.
2. Provision of the Service
You are responsible for any Internet connection, telecommunications and data usage fees and charges that you incur when accessing the Site and/or the Service. You acknowledge and agree that we may make changes to the Site and/or the Service at any time without notifying you in advance.
3. Termination of Service
We reserve the right to deny service to any person or entity at our sole and absolute discretion. You acknowledge and agree that we may stop providing the Site and/or the Service or restrict your use of the Site and/or the Service any time, without notifying you in advance, for any reason or no reason including, without limitation, for any violation of this ToU and/or if we suspect that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If we disable your access to your Account (defined below), you may be prevented from accessing the Service, your Account details and any materials contained in your Account.
4. Accounts and Security
To access certain aspects of the Service, you must create and maintain an account ("Account"). You can create an Account by completing the registration process through the Site. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to us will be correct, accurate and up to date. Your Account will remain active unless and until it is cancelled by you pursuant to Section 4.6 or terminated by us pursuant to Section 4.7 or is otherwise terminated or suspended in accordance with this Section 4.1. We use a third party payment processor to process payments that you make in connection with the Service.
You agree to pay all fees, charges and applicable taxes incurred by you or anyone using your Account. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable in accordance with our then-current Membership Pricing. Unless otherwise noted, all currency references are in U.S. dollars. We may, from time to time, modify, amend, or supplement our Membership Pricing and billing procedures and such changes shall be effective thirty (30) days after an update of this ToU describing such changes is first posted or notice of such change is provided elsewhere on the Site. We will make a good faith effort to notify you in advance of a change in our Membership Pricing and/or billing procedures. If there is a dispute regarding your payment of fees, or the Service, we shall have the right to terminate your Account without prior notice. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART (UNLESS OTHERWISE STATED IN OUR BILLING POLICY). YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. By accepting this ToU or using the Service, you represent that you have read and consent to our Membership Pricing and our Billing Policy in addition to this ToU. If at any point you do not agree to any portion of the Membership Pricing or the Billing Policy, you must immediately stop using the Service.
A record of the payments you make ("Billing History") will be available through the Site. Except as required by law, you are solely responsible for reconciling your Billing History with the actual payments billed to your credit card. You agree to promptly notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies of payments and attempt to rectify any errors that you or we discover. In the event we determine you are owed money as a result of a discrepancy, we will transfer funds to a bank account that you specify in writing within thirty (30) days following when we are first made aware of such error. Your failure to notify us of a discrepancy in your Billing History within thirty (30) days of when the subject transaction first appears in your Billing History will be deemed a waiver of any right to amounts owed to you in connection with any such discrepancy.
4.4. Account Security
Maintaining Account security is very important. You are solely responsible for maintaining the confidentiality of the Account password. You agree to notify us immediately if you become aware of any unauthorized use of your password or of your Account.
4.5. Account Sharing or Transfers
Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your Account. You may not disclose your password to anyone else.
4.6. Cancellation by You
You have the right to cancel your Account at any time. You may cancel your Account by following the instructions on the Site for closing your Account.
4.7. Termination by Us
We may at any time terminate your Account if:
a. We determine that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to us;
b. We determine it is required by law to terminate your Account; or
c. We decide to stop providing the Service or critical portions of the Service in the country where you reside, access the Site or use the Service or we determine that it is no longer in our business interests to continue providing the Service or critical portions of the Service.
4.8. Effect of Account Termination or Cancellation
If you voluntarily terminate your Account or allow your Account to lapse, you will be able to reactivate the Account at any time through the Account interface on the Site. Accounts terminated by us for any type of abuse, including without limitation a violation of this ToU, may not be reactivated for any reason.
5. Restrictions and Conditions of Use
5.1. Use of the Site
We permit you to view and use a single copy of the Site solely for your use in connection with using the Service. You agree not to license, create derivative works from, transfer, sell or re-sell any information, materials, data or services obtained from the Site or through the Service.
5.2. Accessing the Service
You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or any mobile application provided by us. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions present on the Site or the Service.
5.3. No Violation of Laws
You agree that you will not, in connection with your use of the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not upload, post or otherwise make available through the Site and/or Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
5.4. Use Restrictions
You may not connect to or use the Site or the Service in any way that is not expressly permitted by this ToU.
a. You may not: (a) remove any proprietary notices from the Service; (b) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (c) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without our prior written consent; or (d) make any false, misleading or deceptive statement or representation regarding us and/or the Site or the Service.
b. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Site and/or the Service or any other person’s or entity’s use of the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service); (ii) attempt to gain unauthorized access to the Site, Service, accounts registered to other users, or any servers, systems or networks connected to the Site and/or the Service, (iii) use the Site or the Service to (a) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (b) perform any unsolicited commercial communication not permitted by applicable law; or (iv) engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
5.5. No Data Mining or Harmful Code
You agree that you will not (a) obtain or attempt to obtain any information from the Service, including without limitation email addresses or phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or the Service.
5.6. Violation of this ToU and Liability
You acknowledge and agree that you are solely responsible, and we have no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach.
6. Intellectual Property Ownership
You acknowledge and agree that, as between you and us, we and our licensor, ExpertEase, own all right, title and interest in and to the Site and the Service (including, without limitation, all content, courses, programs and virtual workshops made available through the Service) and all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site and the Service are protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that we have designated as confidential and you agree not to disclose such information without our prior written consent.
The Site and the Service are operated by us in the United States. If you choose to access the Site and/or the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
The Site and the Service are not directed toward children under 13 years of age nor do we knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to us.
10. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND EXPERTEASE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
NEITHER WE NOR EXPERTEASE MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE OR THE SERVICE.
NEITHER WE NOR EXPERTEASE REPRESENTS OR WARRANTS THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
11. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR EXPERTEASE, NOR ANY OF OUR RESPECTIVE AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES"), SHALL BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE AND/OR THE SERVICE, EVEN IF WE OR EXPERTEASE AND/OR ANY OF THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SITE OR THE SERVICE.
WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL WE, EXPERTEASE OR ANY OF THE RELATED PARTIES BE LIABLE TO YOU IN ANY AMOUNT IN EXCESS OF THE GREATER OF (a) ONE HUNDRED DOLLARS ($100) OR (b) THE AMOUNT THAT YOU PAID TO US DURING THE SIX (6) MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, liability shall be limited to the fullest extent permitted by law.
You agree to indemnify, defend and hold us, ExpertEase and the Related Parties harmless from any and all claims, demands, damages or other losses, including without limitation reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Site and/or the Service, or (ii) your breach of this ToU.
13. Governing Law; Jurisdiction
This ToU is governed by Colorado law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that the state and federal courts located in the county where our principal place of business is located will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, we shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
14. Binding Arbitration
14.1. Arbitration Procedures
You and we agree that, except as provided in Section 14.4 below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 14 and the JAMS Rules, the terms in this Section 14 will control and prevail.
Except as otherwise set forth in Section 14.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and we may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND WE WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration will be conducted in the city where our principal place of business is located, unless the parties agree to video, phone and/or internet connection appearances.
You and we agree that any arbitration shall be limited to the Claim between you and us individually. YOU AND WE AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
14.4. Exceptions to Arbitration
You and we agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
15.1. ToU Revisions
This ToU may only be revised in a writing signed by us, or published by us on the Site.
15.2. No Partnership
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this ToU or your use of the Site or the Service.
We may assign our rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without our prior written consent, and any attempted unauthorized assignment by you shall be null and void.
If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
15.5. Attorneys’ Fees
In the event any litigation or arbitration is brought by either party in connection with this ToU, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
15.6. No Waiver
Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by us of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
All notices given by you or required under this ToU shall be in writing and addressed to: 3387 Barham Boulevard Los Angeles, CA 90068
15.8. Equitable Remedies
You acknowledge and agree that we would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breach of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
15.9. Entire Agreement
This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and us with respect to the Site and the Service and supersedes any and all prior agreements between you and us relating to the Site and/or the Service.