Effective Date: July 30, 2017
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND TUDR.
1. Services. Tudr Media, LLC ("Tudr", "our", "us" or "we") provides an online platform, mobile applications and related services (each, an "Application"), which enable authorized users (“Student”) to identify, refer, request and/or schedule academic tutoring services, and enable authorized academic tutors to seek, receive and fulfill such requests for tutoring services (collectively, the "Services").
Tudr reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof). We will endeavor to give you as much advance notice of any such modification, suspension or discontinuance as is practical under the circumstances. You agree that, to the extent permitted by law, Tudr will not be liable to you for any modification, suspension or discontinuance of the Services in accordance with these Terms.
COMPANY IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE TUTORING SERVICES. YOU HEREBY AGREE THAT YOUR ABILITY TO SEEK, RECEIVE AND FULFILL REQUESTS FOR ACADEMIC TUTORING SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH TUDR AS A RECIPIENT OR PROVIDER OF TUTORING SERVICES, A CONTRACTING AGENT OR REPRESENTATIVE OF ANY TUTOR OR STUDENT, OR AS AN ACADEMIC INSTITUTION.
2. Binding Effect. These Terms of Use ("Terms") govern your access and/or use of the Services regardless of how you access them. If you do not agree to these Terms, you are not authorized to access or use the Services and you must cease all such use immediately.
3. Supplemental Terms. Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in separate disclosures or in connection with the applicable Service(s). Supplemental terms shall be deemed a part of the Terms for the purposes of the applicable Service(s). In the event of a conflict between these Terms and any Supplemental terms, the Supplemental terms shall prevail unless the Supplemental terms state otherwise.
4. Privacy. Tudr’s collection and use of personal information in connection with theServices is described in Tudr's Privacy Statements located at www.tudrapp.com/privacy.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH TUDR ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
5. Dispute Resolution. Most concerns can be resolved by emailing Tudr support at support@tudrapp.com. In the unlikely event that we are unable to resolve a complaint informally, we each agree to resolve those disputes through binding arbitration. Disputes subject to binding arbitration include, but are not limited to, claims arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, or (c) the acts or omissions of any tutor identified through Tudr, whether any such claims are based in contract, tort, statute, fraud, misrepresentation or any other legal theory.
You understand and agree that you are required to resolve any claim that you may have against Tudr on an individual basis in arbitration, as set forth in this Arbitration Agreement. You acknowledge and agree that you are waiving the right to (a) a trial by jury (b) bring any class, collective, or representative action against Tudr, and/or (c) participate in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Tudr by someone else.
However, you and Tudr each retain the right to bring an individual action in small claims court and 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 a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
6. Rules and Governing Law. Arbitration will be administered by the AmericanArbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The parties agree that the arbitrator(“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern itsinterpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Indiana.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of Indiana and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. Unless you and Tudr otherwise agree, the arbitration will be conducted in Marion County,Indiana. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’sdecision and judgment thereon shall have no precedential or collateral estoppel effect. The prevailing party will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
7. Your Right To Opt Out Of Arbitration. Arbitration is not a mandatory condition of your contractual relationship with Tudr. If you do not want to be subject to the foregoing Arbitration provision, you may opt out by notifying Tudr in writing either by (1) sending, within 30 days of the date you become bound to this Agreement, electronic mail tosupport@tudrapp.com, stating your name and intent to opt out of the Arbitration provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to:
Legal
Tudr Media, LLC
2615 Solana Way, Unit 105 Indianapolis, IN. 46240
In order to be effective, the letter under option (2) must clearly indicate your intent to opt out of this Arbitration Provision, and must be dated and signed. The envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date you become bound to this Agreement. Your writing opting out of this Arbitration provision, whether sent by (1) or (2), will be filed with a copy of this Agreement and maintained by Tudr. Should you not opt out of this Arbitration provision within the 30-day period, you and Tudr shall be bound by the terms of this Arbitration provision. You have the right to consult with counsel of your choice concerning this Arbitration provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this Arbitration provision.
8. License. Subject to your compliance with these Terms and provided you are 18 years or older, Tudr grants you a limited, non-exclusive, non-sublicensable, revocable, non- transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use.
The Services and all rights therein are and shall remain Tudr's property or the property of Tudr's licensors, and any rights not expressly granted herein are reserved by Tudr and Tudr's licensors. You shall not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services, (ii) use or reference in any manner Tudr's company names, logos, product and service names, trademarks or services marks or those of Tudr's licensors; (iii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Tudr; (iv) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (v) link to, mirror or frame any portion of the Services; (vi) engage in or use any data mining, robots, scraping or similar data gathering or extraction methods or unduly burden or hinder the operation and/or functionality of any aspect of the Services; or (vii) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
The Services may be made available or accessed in connection with third party services and content that Tudr does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Tudr does not endorse such third party services and content and in no event shall Tudr be responsible or liable for any products or services of such third party providers. Additionally, third party providers of mobile devices, networks and platforms will be a third-party beneficiary to this contract if you access the Services using their applications or technologies. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.
8. Accounts. YOU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER AN ACCOUNT AND USE THE SERVICE. YOU MAY NOT CONTACT OR PROVIDE TUTORING SERVICES TO ANYONE UNDER THE AGE OF 18 (“MINOR”)WITHOUT THE EXPRESS CONSENT OF THE MINOR’S PARENT OR LEGAL GUARDIAN. IN NO EVENT SHALL YOU CONTACT, OFFER OR PROVIDE TUTORING SERVICES TO ANYONE UNDER THE AGE OF 13 YEARS.
Account registration requires you to submit to Tudr certain personal information, such as your name, address, social security number, mobile phone number and age, as well as at least one valid means of receiving payment as supported by Tudr. Certain aspects of our Services may also require you to register with, and agree to the terms of, third-party service providers (e.g., payment processors) in order to utilize such Services. You agree to maintain accurate, complete, and up-to-date information in your Account. Accounts are non-assignable and you are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You agree to (a) immediately notify Tudr of any unauthorized use of your username, password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. Tudr will not be liable for any loss or damage arising from your failure to comply with this Section.
You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause harassment, nuisance, annoyance, inconvenience, personal injury or property damage, whether to Students or any other party.
You may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for all hardware or devices necessary to access and use the Services and Applications and any updates thereto.
9. Ownership. The Applications, Services and software and content containedthereon (collectively the “Assets”) are protected by copyright, trademark, and other laws of theUnited States and foreign countries. You acknowledge and agree that the Assets are the exclusive property of Tudr and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Assets.
10. Tutor Content. "Tutor Content" means Content that a tutor posts, uploads, publishes, submits or transmits to be made available through the Services, including but not limited to, your tutor profile, biographical information, photos, videos, images, trademarks, logos, brands, content posted on news or class feeds or message boards, tutor-supplied references, documents and other materials posted to the Service.
By making available any Tutor Content on or through the Services, you hereby grant the following license to Tudr a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Students, as applicable), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Tutor Content solely in connection with the Services, including promotion of the Services. Tudr does not claim any ownership rights in any Tutor Content and nothing in these Tutor Terms of Service will be deemed to restrict any rights that you may have to use and exploit your Tutor Content.
You are solely responsible for all Tutor Content that you make available through the Services. You represent and warrant that: (i) you either are the sole and exclusive owner of all Tutor Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Tudr the rights in such Tutor Content, as contemplated under these Terms; (ii) the Tutor Content is not false, misleading, defamatory, harassing or offensive, and (iii) neither the Tutor Content nor your posting, uploading, publication, submission or transmittal of the Tutor Content or Tudr's use of the Tutor Content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You understand and agree that your participation in the Services and your submission of Tutor Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or Tudr's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
You acknowledge and agree that Tudr may preserve content and may also disclose content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tudr, its users or the public.
11. Tutoring Activities. You will be responsible for fulfilling requests for, and providing, tutoring instruction ("Sessions"). You will retain absolute discretion as to the manner and means of carrying out your tutoring services, including but not limited to setting your own hours, schedule, and cancellation policy. Tudr may offer one or more online or mobile options via which Sessions may be conducted. Use of such online option is at your sole risk and discretion. You will be solely responsible for planning Sessions responsive to the user’s tutoringrequest, and providing any supplies and equipment required to complete the tasks for which you were retained. You are further responsible for all costs and expenses related to your services including, but not limited to, transportation, insurance, materials, preparation and all other such costs. In no event shall Tudr be liable to you for any such expenses.
12. Tutor Status. Neither these Terms, nor your use of the Services creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Tutor and Tudr. You acknowledge and agree that you will be an independent provider of tutoring services ("Independent Tutor") and not an independent contractor of Tudr or Tudr's employee for any purposes, including, without limitation, the application of the Fair Labor Standards Act minimum wage and overtime provisions, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state income tax law, or any local income tax law, any state workers' compensation laws, and any state unemployment insurance law. You acknowledge that Tudr provides only an Internet-based marketplace for individuals seeking the services of a tutor to identify and retain the services of individuals seeking to provide tutoring services. You further acknowledge that Tudr does not directly or indirectly engage you to render any services whatsoever and that any engagement of your services through the Site is undertaken exclusively by the individual who has selected your tutoring services through the Application. You are not eligible to participate in any pension, health or other fringe benefit plan of Tudr, nor will Tudr obtain Worker’s Compensation Insurance for you. You understand that it is yourresponsibility to comply with the Workers' Compensation Law.
13. Payment. Session rates will be determined in accordance with Tudr’s standardpolicies and reasonable discretion, and shall be paid for by Students through the Tudr payment processing system after deducting THIRTY PERCENT (30%) of GROSS REVENUE received by Tudr for the applicable Session.
You shall not attempt to subvert or divert the Tudr payment processing system, and any request for, or acceptance of, direct compensation from Students to you for your services represents a material breach of these Terms.
Payments will be prorated for partial hours of Sessions provided. In order to receive payment, you will be required to have an updated payment account. Payments will be remitted to you via the account you create within a commercially reasonable time after receipt of payment from an applicable Student. You are solely responsible for ensuring that you will be able to transfer money from the third party payment processor. You are further responsible for timely payment of any and all federal, state or local taxes. Tudr will not, unless expressly agreed in writing, withhold taxes from payments made hereunder. Notwithstanding anything to the contrary contained herein, Tudr may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of tutoring services and/or provide any of the relevant tax information you have provided directly to the applicable governmental tax authorities on your behalf or otherwise.
In the event that payment sent by Tudr to you in accordance with these Terms is later invalidated or reversed for any reason (e.g. a Student requests a refund), you will be responsible for reimbursing Tudr in the amount of such chargeback, reversal of payment or other claim by a Student in this regard.
10. Reviews. Students may have the opportunity to provide feedback and/or comments about your services on the Site. Tudr has no obligation to monitor or censor comments that are provided by Students, and disclaims any and all liability relating thereto. If you have an issue, objection, question or comment with regarding feedback and/or comments regarding your services please contact support@tudrapp.com.
You may have the opportunity to provide feedback and/or comments about the Services and/or students on the Site (“Reviews”). You agree to use good judgement in providing Reviews, and shall not provide false, misleading, defamatory, harassing or offensive comments or information in connection therewith. Tudr has no obligation to monitor or censor comments that are provided by tutors, but reserves the right to remove any such materials as being inconsistent with these Terms or applicable law in its sole discretion. Tudr disclaims any and all liability relating to Reviews. You hereby grant Tudr an exclusive, perpetual, non-revocable and royalty-free license to exploit any and all Reviews provided by you.
11. Mobile Use. Certain Services are available via a mobile device, including (i) the ability to upload content to the Platform via a mobile device, (ii) the ability to browse the Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. Downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. We shall comply with any applicable legal requirements before communicating with you in this manner. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your Tudr account information to prevent loss or miscommunication of your messages.
12. Warranties and Representations. You warrant and represent to Tudr the following:
A. You have requisite knowledge in the subjects you select via the Services to provide lesson Sessions in such subjects to Students;
B. You will not provide Lesson Services to persons under 13, nor to anyone under the age of 18 outside the presence of a parent or legal guardian.
C. You will not contact any Students or use any Student’s personal data for any reasonother than for the purposes of responding to, or fulfilling requests for, tutoring Services.
D. You have provided Tudr with accurate and complete information, and will promptly update your Account information with any new information. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
E. You will safeguard and maintain the confidentiality of your username, password and corresponding Account information. You agree not to disclose your password to any third party and will immediately notify Tudr of any unauthorized use of your username, password or Account.
F. You will comply with all applicable local, state, national and foreign laws, treatises and regulations in connection with your provision of Sessions.
G. You will not use the Services or Applications or Sessions in any manner that harasses a Student or another Tutor or could interfere with any other party's use or enjoyment of the Services, Applications or Sessions.
13. Disclaimers; Limitation of Liability; Indemnity.
A. DISCLAIMER.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TUDR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, TUDR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, ACCURACY, COMPLETENESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR PROVISION OF TUTORING SERVICES TO STUDENTS CREATES A DIRECT BUSINESS RELATIONSHIP BETWEEN YOU AND THE STUDENT, AND TUDR IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS OR INACTIONS OF A STUDENT IN RELATION TO YOU OR YOUR ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH STUDENTS. TUDR DOES NOT REQUIRE YOU TO RESPOND OR PARTICIPATE IN ANY TUTORING SESSIONS, AND ANY CONTACTS OR MEETINGS BETWEEN YOU AND STUDENTS IS VOLUTARY AND AT THE SOLE DISCRETION OF THE PARTICIPANTS. YOU UNDERSTAND THAT TUDR DOES NOT IN ANY WAY ENDORSE, UNDERTAKE BACKGROUND CHECKS OR SCREEN STUDENTS REQUESTING TUTORING SERVICES. YOU ARE SOLELY RESPONSIBLE FOR, AND WILL EXERCISE CAUTION, DISCRETION, COMMON SENSE AND JUDGMENT IN, USING THE SERVICES, APPLICATIONS AND/OR PROVIDING TUTORING SESSIONS AND DISCLOSING PERSONAL INFORMATION TO STUDENTS. WITHOUT LIMITING THE TERMS OF THE “LIMITATION OFLIABILITY” SECTION BELOW, YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY MEETING (VIRTUAL OR OTHERWISE) BETWEEN YOU AND ANY STUDENT OR ANY OTHER THIRD PARTIES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS AT YOUR OWN RISK TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
B. LIMITATION OF LIABILITY.
TUDR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF TUDR OR STUDENT, EVEN IF TUDR OR STUDENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TUDR SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY STUDENT, EVEN IF TUDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TUDR SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TUDR'S REASONABLE CONTROL.
THE SERVICES MAY BE USED BY YOU TO PROMOTE, SCHEDULE AND FULFILL REQUESTS FOR TUTORING SERVICES FOR STUDENTS, BUT YOU AGREE THAT TUDR HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TUTORING SERVICES PROVIDED BY YOU OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TUDR’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON TUDR’S CHOICE OF LAW PROVISION SET FORTH BELOW.
C. Indemnity. You agree to indemnify and hold Tudr and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party, including Students.
13. Confidentiality. You acknowledge that you will have access to information relating to Student's identity, address, contact information, and other personal information or requests for services ("Confidential Information"). You acknowledge that such information belongs to the applicable Student and/or Tudr and, during the term of this Agreement and thereafter, to you agree to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, entity or third party, or to use it except as necessary in carrying out the services consistent with this Agreement.
14. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services ("Submissions"), provided by you to Tudr are non-confidential and you hereby grant to Tudr a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
14. Termination and Cancellation. If you breach any of these Terms, Tudr will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Tudr reserves the right to revoke your access to and use of the Applications, Services and Assets at any time, with or without cause. In the event Tudr terminates these Terms for your breach, all warranties, representations, limitations of liability, disclaimers and duties of indemnification and confidentiality hereunder will survive and you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to support@tudrapp.com.
15. General.
A. Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region.
B. Claims of Copyright Infringement. Claims of copyright infringement should be sent to Tudr at support@tudrapp.com.
C. Notice. Tudr may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Tudr, with such notice deemed given when received by Tudr, at any time by first class mail or pre-paid post to our registered agent for service of process.
D. Changes. Tudr may modify the Terms including the linked policies containedherein from time to time (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Tudr Website so that they are accessible via a link on the home page, and that your use of our Services after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms, including any changes we may have made since the last time you used our Services. It is therefore important that you review the Terms regularly to ensure you are aware of any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms, and will apply to your use of the Services from that point forward. Except as set forth above, no amendment shall be valid unless evidenced in writing signed by each party.
E. Severability. If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
F. Miscellaneous. These Terms constitute the entire agreement between you and Tudr and govern your use of the Services, superseding any prior agreements between you and Tudr with respect to the Services. You may not assign these Terms without Tudr's prior written approval. Tudr may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Tudr's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Tudr or any Student as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Tudr's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Tudr in writing.
Electronic Signature Agreement. By selecting the "I Accept" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Accept" you agree that you are over the age of 18 and consent to be legally bound by this Agreement's terms and conditions.
Effective Date: July 30, 2017
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND TUDR.
1. Binding Effect. These Terms of Use ("Terms") govern your access or use of the applications, websites, content, products, and services (the "Services", as more fully defined below in Section 7) made available by Tudr Media, LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "Tudr"), regardless of how you access them or whether you are a registered user or guest. If you do not agree to these Terms, you are not authorized to access or use the Services and you must cease all such use immediately.
2. Supplemental Terms. Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in separate disclosures or in connection with the applicable Service(s). Supplemental terms shall be deemed a part of the Terms for the purposes of the applicable Service(s). In the event of a conflict between these Terms and any Supplemental terms, the Supplemental terms shall prevail unless the Supplemental terms state otherwise.
3. Privacy. Tudr’s collection and use of personal information in connection with theServices is described in Tudr's Privacy Statements located at www.tudrapp.com/privacy.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH TUDR ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
4. Dispute Resolution. Most user concerns can be resolved by emailing Tudr support at support@tudrapp.com. In the unlikely event that we are unable to resolve a complaint informally, we each agree to resolve those disputes through binding arbitration. Disputes subject to binding arbitration include, but are not limited to, claims arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, or (c) the acts or omissions of any tutor identified through Tudr, whether any such claims are based in contract, tort, statute, fraud, misrepresentation or any other legal theory.
You understand and agree that you are required to resolve any claim that you may have against Tudr on an individual basis in arbitration, as set forth in this Arbitration Agreement. You acknowledge and agree that you are waiving the right to (a) a trial by jury (b) bring any class, collective, or representative action against Tudr, and/or (c) participate in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Tudr by someone else. However, you and Tudr each retain the right to bring an individual action in small claims court and 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 a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
5. Rules and Governing Law. Arbitration will be administered by the AmericanArbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rulesand the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The parties agree that the arbitrator(“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authorityto resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstatecommerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern itsinterpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Indiana.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of Indiana and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. Unless you and Tudr otherwise agree, the arbitration will be conducted in Marion County,Indiana. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’sdecision and judgment thereon shall have no precedential or collateral estoppel effect. The prevailing party will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
6. Your Right to Opt Out Of Arbitration. Arbitration is not a mandatory condition of your contractual relationship with Tudr. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration provision by notifying Tudr in writing of your desire to opt out of this Arbitration provision, either by (1) sending, within 30 days of the date you become bound to this Agreement, electronic mail to support@tudrapp.com, stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to:
Legal
Tudr Media, LLC
2615 Solana Way, Unit 105 Indianapolis, IN. 46240
In order to be effective, the letter under option (2) must clearly indicate your intent to opt out of this Arbitration provision, and must be dated and signed. The envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date you become bound to this Agreement. Your writing opting out of this Arbitration provision, whether sent by (1) or (2), will be filed with a copy of this Agreement and maintained by Tudr. Should you not opt out of this Arbitration provision within the 30-day period, you and Tudr shall be bound by the terms of this Arbitration provision. You have the right to consult with counsel of your choice concerning this Arbitration provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this Arbitration provision.
7. Services. The Services comprise an online platform, mobile applications and related services (each, an "Application"), which enable users to identify, refer, request, schedule and/or receive academic tutoring services with third party providers of such tutoring services under agreement with Tudr or certain of Tudr's affiliates ("Third Party Providers"). Services may be subject to acceptance by the respective Third Party Providers. Services are made available solely for your personal, noncommercial use.
YOU HEREBY AGREE THAT YOUR ABILITY TO OBTAIN ACADEMIC TUTORING SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH TUDR AS A PROVIDER OF TUTORING SERVICES, A CONTRACTING AGENT OR REPRESENTATIVE OF ANY TUTOR OR USER, OR AS AN ACADEMIC INSTITUTION.
Tudr reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof). We will endeavor to give you as much advance notice of any such modification, suspension or discontinuance as is practical under the circumstances. You agree that, to the extent permitted by law, Tudr will not be liable to you for any modification, suspension or discontinuance of the Services in accordance with these Terms.
8. License. Subject to your compliance with these Terms and provided you are 18 years or older (or 13 years or older with legal parent or guardian consent), Tudr grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use.
The Services and all rights therein are and shall remain Tudr's property or the property of Tudr's licensors, and any rights not expressly granted herein are reserved by Tudr and Tudr's licensors. You shall not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services, (ii) use or reference in any manner Tudr's company names, logos, product and service names, trademarks or services marks or those of Tudr's licensors; (iii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Tudr; (iv) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (v) link to, mirror or frame any portion of the Services; (vi) engage in or use any data mining, robots, scraping or similar data gathering or extraction methods or unduly burden or hinder the operation and/or functionality of any aspect of the Services; or (vii) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
The Services may be made available or accessed in connection with third party services and content that Tudr does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Tudr does not endorse such third party services and content and in no event shall Tudr be responsible or liable for any products or services of such third party providers. Additionally, third party providers of mobile devices, networks and platforms will be a third-party beneficiary to this contract if you access the Services using their applications or technologies. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.
9. Accounts. YOU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER AN ACCOUNT AND USE THE SERVICE. YOU MAY REGISTER ON BEHALF OF YOURSELF OR FOR A MINOR AT LEAST 13 YEARS OF AGE FOR WHOM YOU ARE A PARENT OR LEGAL GUARDIAN. IT IS THE POLICY OF TUDR THAT MINORS RECEIVING TUTORING SERVICES FROM THIRD PARTY PROVIDERS MUST BE ACCOMPANIED BY A PARENT OR LEGAL GUARDIAN.
Account registration requires you to submit to Tudr certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Tudr. Certain aspects of the Services may also require you to register with, and agree to the terms of, third-party service providers (e.g., payment processors) in order to utilize such Services. You agree to maintain accurate, complete, and up-to-date information in your Account. Accounts are non-assignable and you are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You agree to (a) immediately notify Tudr of any unauthorized use of your username, password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. Tudr will not be liable for any loss or damage arising from your failure to comply with this Section.
You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause harassment, nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. You may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for all hardware or devices necessary to access and use the Services and Applications and any updates thereto.
10. Payment. Use of the Services may result in charges to you for the services you receive ("Charges"). Urgent or specialized requests may incur additional fees for which you will be responsible. You will be required to provide customary billing information such as your name and payment method, and you authorize Tudr the collection of any Charges by charging your chosen payment method, either directly or through a third party online payment processor. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees or charges such as booking, processing, or travel fees or gratuities. Charges paid by you are final and non-refundable, except as otherwise set forth in the Terms or as agreed by Tudr. A receipt of Charges and payments will be emailed to the address provided by you upon registration.
Tudr may offer you a Split Charge feature that allows you to divide a Session Charge equally between your account and other student accounts. In order to do so, both you and the other students accompanying you during the Session must have active accounts and accept the Split Charge function prior to the Session. If all participating students accept the Split Charge feature, your fare will be split equally between yourself and the other students. If a fellow student does not accept the split fare or does not have a valid payment method, you will be charged for both your portion and theirs.
Tudr may offer a Third Party “Care Package” Charge feature that allows you to requestthird parties to make payments on your behalf via a link or other method. You will be notifiedupon Tudr’s receipt of a Care Package payment, which will appear as a credit on your account. Be advised that Care Package functionality may not work with all payment methods. Care Package credits are non-refundable and must be utilized, if at all, within 365 days of receipt. Unused credits upon expiration or termination of your Account will be forfeited.
As between you and Tudr, Tudr reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Tudr's sole discretion. Tudr will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may becharged a cancellation fee on a Third Party Provider’s behalf.
11. Reviews. You may have the opportunity to provide feedback and/or commentsabout the Services and/or Third Party Providers (“Reviews") on the Site. You agree to use goodjudgement in providing Reviews, and shall not provide false, misleading, defamatory, harassing or offensive comments or information in connection therewith. Tudr has no obligation to monitor or censor comments that are provided by Users, but reserves the right to remove any such materials as being inconsistent with these Terms or applicable law in its sole discretion. Tudr disclaims any and all liability relating to Reviews. You hereby grant Tudr an exclusive, perpetual, non-revocable and royalty-free license to exploit any and all Reviews provided by you.
12. Mobile Use. Certain Services are available via a mobile device, including (i) the ability to upload content to the Platform via a mobile device, (ii) the ability to browse the Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. Downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. We shall comply with any applicable legal requirements before communicating with you in this manner. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your Tudr account information to prevent loss or miscommunication of your messages.
13. Ownership. The Applications, Services and software and content contained thereon (collectively the “Assets”) are protected by copyright, trademark, and other laws of theUnited States and foreign countries. You acknowledge and agree that the Assets are the exclusive property of Tudr and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Assets.
14. Student Content. "Student Content" means Content that a student posts, uploads, publishes, submits or transmits to be made available through the Services, including but not limited to, profile or biographical information, photos, videos, images, trademarks, logos, brands, content posted on news or class feeds or message boards, questions, comments, references, documents and other materials posted to the Service.
By making available any Student Content on or through the Services, you hereby grant the following license to Tudr a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Student Content solely in connection with the Services, including promotion of the Services. Tudr does not claim any ownership rights in any Student Content and nothing in these Student Terms of Service will be deemed to restrict any rights that you may have to use and exploit your Student Content.
You are solely responsible for all Student Content that you make available through the Services. You represent and warrant that: (i) you either are the sole and exclusive owner of all Student Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Tudr the rights in such Student Content, as contemplated under these Terms; (ii) the Student Content is not false, misleading, defamatory, harassing or offensive, and (iii) neither the Student Content nor your posting, uploading, publication, submission or transmittal of the Student Content or Tudr's use of the Student Content (or any portion thereof) on, through or by means of the Site or Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You understand and agree that your participation in the Services and your submission of Tutor Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or Tudr's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
You acknowledge and agree that Tudr may preserve content and may also disclose content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tudr, its users or the public.
15. Disclaimers; Limitation of Liability; Indemnity.
A. DISCLAIMER.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TUDR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, TUDR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, ACCURACY, COMPLETENESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR REQUEST AND/OR ACCEPTANCE OF TUTORING SERVICES CREATES A DIRECT BUSINESS RELATIONSHIP BETWEEN YOU AND YOUR TUTOR, AND TUDR IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS OR INACTIONS OF THE TUTOR IN RELATION TO YOU OR YOUR ACTIVITIES. TUDR DOES NOT ENDORSE, UNDERTAKE BACKGROUND CHECKS OR CONFIRM THE INFORMATION IN ATUTOR’S PROFILE, THEIR COMPETENCY, BACKGROUND, PROFICIENCY INANY SUBJECT MATTER, AND DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY MEETING (VIRTUAL OR OTHERWISE) BETWEEN USER, TUTOR OR ANY OTHER THIRD PARTIES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS AT YOUR OWN RISK TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
B. LIMITATION OF LIABILITY.
TUDR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF TUDR OR THIRD PARTY PROVIDERS, EVEN IF TUDR OR THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TUDR SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF TUDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TUDR SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TUDR'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING ACADEMIC TUTORING SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.
THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TUTORING SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT TUDR HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TUTORING SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TUDR’S LIABILITY SHALL BE LIMITEDTO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON TUDR’S CHOICE OF LAW PROVISION SET FORTH BELOW.
C. Indemnity.
You agree to indemnify and hold Tudr and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party, including Third Party Providers.
16. Honor Code. Your use of the Services shall comply at all times with Tudr's Honor Code, which prohibits the use of the Services to cheat, plagiarize, pass off the work of third parties as your own, or otherwise violate your academic institution’s own applicable honor code. Violation of Tudr's Honor Code may result in suspension or termination of your Account.
17. Termination and Cancellation. If you breach any of these Terms, Tudr will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Tudr reserves the right to revoke your access to and use of the Applications, Services and Assets at any time, with or without cause. In the event Tudr terminates these Terms for your breach, your warranties and representations and duties of confidentiality hereunder will survive and you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to support@tudrapp.com.
18. General.
A. Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region.
B. Claims of Copyright Infringement. Tudr respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Tudr of your infringement claim in accordance with the procedure set forth below.
Tudr will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Tudr's Copyright Agent atsupport@tudrapp.com (Subject line: "DMCA Takedown Request"). You may also contact us by mail or facsimile at:
Tudr Copyright Agent: Tudr Media, LLC
Attn: Corporate Counsel 2615 Solana Way, Unit 105 Indianapolis, IN. 46240
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner
of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
- your address, telephone number, and email address;
authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you that you have a good faith belief that the disputed use is not
Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
- a statement by you, made under penalty of perjury, that the above information in your
C. Notice. Tudr may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Tudr, with such notice deemed given when received by Tudr, at any time by first class mail or pre-paid post to our registered agent for service of process.
D. Changes. Tudr may modify the Terms including the linked policies containedherein from time to time (“Updated Terms”). You agree that we may notify you of the UpdatedTerms by posting them on the Tudr Website so that they are accessible via a link on the home page, and that your use of our Services after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms, including any changes we may have made since the last time you used our Services. It is therefore important that you review the Terms regularly to ensure you are aware of any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms, and will apply to your use of the Services from that point forward. Except as set forth above, no amendment shall be valid unless evidenced in writing signed by each party.
E. Severability. If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
F. Miscellaneous. These Terms constitute the entire agreement between you and Tudr and govern your use of the Services, superseding any prior agreements between you and Tudr with respect to the Services. You may not assign these Terms without Tudr's prior written approval. Tudr may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Tudr's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Tudr or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Tudr's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Tudr in writing.
Electronic Signature Agreement. By selecting the "I Accept" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Accept" you agree that you are over the age of 18 and consent to be legally bound by this Agreement's terms and conditions. If you are signing on behalf of a minor child, by selecting “I Accept” you agree that the child is at least 13 years old, that you are the child’s adult parent or legal guardian,and that you agree on behalf of yourself and your child to be legally bound to thisAgreement’s terms and conditions.
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