General termsKnowledge Exchange INC 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, or browses any content on, and/or creates, uploads, posts, sends, receives or stores content to the Site. These Terms are entered into by and between Knowledge Exchange INC and you, and you accept them by: (a) accessing or viewing the content of the Site; (b) contracting for tutoring lessons through the Site; (c) registering as a tutor or providing tutoring lessons through the Site; (d) using the Site in any other manner; and/or (e) 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. PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
ServicesThe Site offers a marketplace for those seeking tutoring services to connect with those seeking to provide tutoring services. As independent businesses engaged by Students, Tutors decide, are responsible for, and generally control the methods, materials, scheduling, frequency, duration and all other aspects of the tutoring they provide.
Academic honestyKnowledge Exchange INC’s services are provided for the purpose of facilitating learning, and not to encourage or facilitate cheating or any other form of academic dishonesty. You shall not use the Site to inquire about, engage in or aid or assist anyone with any form of academic dishonesty (for example, completing assignments or projects, writing papers or essays, taking (or helping to take) quizzes or examinations on someone’s behalf), or to take any action that would violate the academic or conduct policies of a school, university, academic institution or workplace.
Your obligations and conductAll Users must: (a) be of legal age and have capacity to agree to these Terms on their own behalf or on behalf of a minor who will be receiving tutoring services; (b) reside within the United States, (c) provide accurate, current, and complete information about themselves as required during Site registration (“Registration Data”); (d) maintain the security of any password and identification information used to access the Site; (e) maintain and promptly update the Registration Data and any information you provide to Knowledge Exchange INC, keep it accurate, current and complete; and (f) accept all risks of unauthorized access to information and Registration Data.
You will have a password upon completing the registration process on the Site. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Knowledge Exchange INC of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Knowledge Exchange INC cannot and will not be liable for any unauthorized access to your account or data that arises from your acts or omissions.Users must use the Site in a manner that is lawful, relevant and proper to the applicable forum. Any use of the Site that Knowledge Exchange INC, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. Specifically, but without limitation, Users may not:
Defame, abuse, harass in any form, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
Create, upload, post, send, receive or store any false, misleading, 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;
Create an account or accounts on the Site for fraudulent purposes, or for the purpose of misusing the Site, including without limitation misappropriating the Site or any information on the Site for your own commercial or pecuniary gain.
Upload files that contain software or other content 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 content 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;
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 impersonate you or use your credentials to access the Site;
Post the same content repeatedly or spam – spamming is strictly prohibited;
Download, copy or transmit any file posted by another User that you know, or reasonably should know, cannot be legally published 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.
Knowledge Exchange INC reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Knowledge Exchange INC in its sole discretion. Alleged improprieties by any User may be reported to Knowledge Exchange INC by email at [email protected] Exchange INC.com.
School Accounts and Student Data
Third party reports
Knowledge Exchange INC 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”). Knowledge Exchange INC 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. Knowledge Exchange INC does not independently verify information in the consumer reports.Knowledge Exchange INC may collect, use and disclose the information in the consumer reports. Knowledge Exchange INC may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a Tutor or to investigate a complaint about a Tutor, but Knowledge Exchange INC 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 Tutor, is not accurate, timely or complete. Tutors who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Knowledge Exchange INC reserves the right to suspend and/or terminate a Tutor based on information in the consumer reports or for any other reason in Knowledge Exchange INC’s sole discretion.Knowledge Exchange INC may make available one or more third party verification services that enable Users of the Site to inquire about information including, but not limited to, another User’s identity and criminal history. Use of a third party verification service is voluntary for both the party requesting the verification and the party undergoing the verification. You agree that Knowledge Exchange INC 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. See http://www.consumer.ftc.gov/articles/pdf-0111-fair-credit-reporting-act.pdf for details.
Confidentiality of Knowledge Exchange INC informationYou may obtain direct access via the Site to certain confidential information of Knowledge Exchange INC 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 Knowledge Exchange INC 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 Knowledge Exchange INC, 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 Knowledge Exchange INC adequate to afford Knowledge Exchange INC the opportunity to object to the disclosure.
User Content You are solely responsible for any content that you create, transmit or display while using the Site.
Knowledge Exchange INC may now or in the future allow Users to submit, post, display, provide, or otherwise make available content such as text, images, videos, files, documents, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Site is referred to as “User Content”).We claim no ownership rights over User Content created by you. The User Content you create remains yours.By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Knowledge Exchange INC a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with Knowledge Exchange INC’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.You must have the legal right to the User Content you submit to the Site. You may not upload or post any User Content to the Site that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload User Content that violates any third party’s right of privacy or right of publicity. You may post only User Content that you have permission to post from the owner or by law.Users shall not create, upload, post, send, receive or store User Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, inconsistent with the Knowledge Exchange INC mission or otherwise objectionable to Knowledge Exchange INC or other Users; (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. Knowledge Exchange INC reserves the right to edit or remove User Content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.
Terms of transacting businessUsers must abide by Knowledge Exchange INC’s tutor and student payment policies. Users must pay all costs associated with the services through Knowledge Exchange INC. 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, which can be found on a tutor’s profile on the Site; (d) a service fee as listed and (e) the Platform Fee arranged between the Tutor and Knowledge Exchange INC.
Advertisements and promotions
Knowledge Exchange INC 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 Knowledge Exchange INC, 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. Knowledge Exchange INC 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-Knowledge Exchange INC advertisers on the Site.
12.Content provided via links
You may find links to other websites or resources on the Site. You acknowledge and agree that Knowledge Exchange INC is not responsible for the availability of such external websites 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 websites or resources. Knowledge Exchange INC 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
Knowledge Exchange INC grants you permission (which may be revoked at any time for any reason or no reason) to use the Site for the purposes 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. 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 Knowledge Exchange INC, 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. Knowledge Exchange INC 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 Knowledge Exchange INC. You may like or follow Knowledge Exchange INC or share links to the Site via social networking technology referenced on the Site. Any rights not expressly granted herein are reserved. Except as expressly authorized by Knowledge Exchange INC 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 Knowledge Exchange INC discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.“Knowledge Exchange INC Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations Knowledge Exchange INC uses in connection with its products and services. You may not remove or alter any Knowledge Exchange INC Trademarks, or co-brand your own products or material with Knowledge Exchange INC Trademarks, without Knowledge Exchange INC’s prior written consent. You acknowledge Knowledge Exchange INC’s rights in Knowledge Exchange INC Trademarks and agree that any use of Knowledge Exchange INC Trademarks by you shall inure to Knowledge Exchange INC’s sole benefit. You agree not to incorporate any Knowledge Exchange INC 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. Permission is granted to display, copy, distribute and download Content owned by Knowledge Exchange INC on the 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.
Knowledge Exchange INC respects the intellectual property of others, and we ask our Users to do the same. Accordingly, Users may not post, modify, distribute, or reproduce in any way any Content on the Site that is copyrighted material you do not own or have permission to use, without obtaining prior written consent of the copyright owner. Knowledge Exchange INC 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 Knowledge Exchange INC 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 Knowledge Exchange INC 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; see http://www.loc.gov/copyright for details. Knowledge Exchange INC’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:By email: [email protected] FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.Please note that this procedure is exclusively for notifying Knowledge Exchange INC that your copyrighted material has been infringed. The preceding requirements are intended to comply with Knowledge Exchange INC’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.In accordance with the DMCA and other applicable law, Knowledge Exchange INC has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Knowledge Exchange INC may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
15.Termination and suspension
Knowledge Exchange INC reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof) with or without notice. You agree that Knowledge Exchange INC shall not be liable to you or to any third party for any modification, suspension or temporary discontinuance of the Service. You agree that Knowledge Exchange INC, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the Service, for any reason, including, without limitation, for lack of use or if Knowledge Exchange INC believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that any termination of your access to the Service under any provision of this Agreement may be implemented without prior notice, and you acknowledge and agree that Knowledge Exchange INC may immediately deactivate or delete your account and all data relating to your account and/or bar any further access to the Service. Further, you agree that Knowledge Exchange INC shall not be liable to you or any third party for any termination of your access to the Service.
16.Disclaimer of warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: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. Knowledge Exchange INC 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. Knowledge Exchange INC MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE SITE.Knowledge Exchange INC 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 WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (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 DEVICE 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 SERVICES.YOU UNDERSTAND AND AGREE THAT Knowledge Exchange INC HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT Knowledge Exchange INC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT Knowledge Exchange INC IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SITE, OF ANY USER. AS SUCH, Knowledge Exchange INC EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES Knowledge Exchange INC 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. Knowledge Exchange INC WILL NOT BE INVOLVED IN ANY USER INTERACTIONS. Knowledge Exchange INC 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, Knowledge Exchange INC 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 Knowledge Exchange INC 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 Knowledge Exchange INC’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 Knowledge Exchange INC OR A Knowledge Exchange INC PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).YOU AND Knowledge Exchange INC 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 Knowledge Exchange INC 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 18.
18.Assumption of risk
Users 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. Users shall take all necessary precautions, including without limitation following the recommendations set forth in Knowledge Exchange INC’s Tutor and Student Safety Tips, when interacting with other Users.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Knowledge Exchange INC. For any dispute with Knowledge Exchange INC, you agree to first contact us at [email protected] Exchange INC.com and attempt to resolve the dispute with us informally. In the unlikely event that Knowledge Exchange INC has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Mateo County, California, unless you and Knowledge Exchange INC agree otherwise. If you are a School or are using the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Knowledge Exchange INC from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Notwithstanding the Arbitration terms set forth herein, Users agree that any material breach of the Terms will result in irreparable harm to Knowledge Exchange INC for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Knowledge Exchange INC reserves the right to seek equitable relief through the court system, 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 Knowledge Exchange INC seeks such an injunction.
22.Notices; modification and termination of services; amendment of terms
Knowledge Exchange INC may provide notice to Users via email, regular mail, or posting notices or links to notices on the Site. Knowledge Exchange INC 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. Knowledge Exchange INC may also delete, or bar access to or use of, all related information and files. Knowledge Exchange INC will not be liable to Users or any third-party for any modification, suspension, or termination of service, or loss of related information. Knowledge Exchange INC may amend these Terms at any time by posting the amended terms on this Site. Your continued use of the Site following such update constitutes your acceptance of the revised Terms. If you do not agree to any of the terms in this Agreement or to any future terms in a future revision of this Agreement, do not use or access (or continue to access) the Site.Notwithstanding the foregoing, Knowledge Exchange INC shall not make any material change to the Terms that relate to the collection or use of Student Data without first giving notice to the school or parent and providing a choice before the Student Data is used in a materially different manner than was disclosed when the information was collected.
23.Governing law; waivers
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. You agree to submit to the personal jurisdiction of the federal and state courts located in San Mateo County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Mateo County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Knowledge Exchange INC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
These Terms constitute the entire agreement between you and Knowledge Exchange INC 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 the Knowledge Exchange INC Site or third-party products or services.