LumenEd Tutor Terms of Service
LumenEd (“LumenEd”, “our”, “us” or “we”) provides an online platform known as lumened.io that connects tutors with individuals seeking tutoring services (each a “User”) and other services related thereto (collectively, the “Services”) through our website and virtual classroom, accessible at https://lumened.io (the “Site”) and https://live.lumened.io (the “Classroom”) respectively. The Services include the ability for Users and Tutors (each as defined below) to interact via the LumenEd platform’s interface or other methods as may be made available by LumenEd from time to time.
These Tutor Terms of Service govern your access to and use of the Site, the Classroom and the Services and the Collective Content (as hereinafter defined) and constitute a binding legal agreement between you and LumenEd. The LumenEd User Terms of Service, accessible at https://lumened.io/user-terms-of-service/ are incorporated herein by reference and apply to use of the Services by a User.
(a) “Account” means the user profile you create by registering as a User on the Site or the Classroom in accordance with these User Terms of Service.
(b) “Content” means all text, graphics, images, software, audio, video, information or other files or materials.
(c) “Collective Content” means the LumenEd Content and the User Content.
(d) “Tutor” means a tutor or educational services provider accessible to Users via the Services.
(e) “LumenEd Content” means Content that LumenEd makes available through the Site, the Classroom or the Services, including any Content licensed from a third party, but excludes any User Content.
(f) “Tutor Services” mean any tutoring or educational services that a tutor may provide to a User that is related to a User’s Account or the Services.
(g) “User” means you, a person who seeks and/or schedules Tutor Services for or on behalf of a student or yourself and includes a parent or guardian of a student if such student is a minor.
(h) “User Content” means Content that a Tutor or a User posts, uploads, publishes, submits or transmits to be made available through the Site, Classroom or Services in connection with the Tutor Services or otherwise, including, without limitation, questions and related answers posted by Users and Tutors via the Services.
As a Tutor, your use of the Services is governed by the terms and conditions set forth herein together with LumenEd’s applicable policies. THE SITE, CLASSROOM AND SERVICES COMPRISE AN ONLINE PLATFORM WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT LUMENED IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN A USER AND A TUTOR NOR DOES LUMENED HAVE ANY CONTROL OVER THE TUTOR SERVICES OR THE CONDUCT OF USERS, TUTORS AND OTHER USERS OF THE SITE, CLASSROOM AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF TUTOR SERVICES PROVIDED BY TUTORS ARE DONE AT THE PARTIES’ SOLE RISK.
- CONFLICT OF TERMS
Certain areas of the Site and Classroom (and your access to or use of certain Services or Collective Content) may be subject to different terms and conditions as posted therein or thereon and may require that you agree with and accept such additional terms and conditions; provided, however, that if there is a conflict between these Tutor Terms of Service and those terms and conditions posted for and which pertain to a specific area of the Site, Classroom, Services or Collective Content, the Tutor Terms of Service will govern.
- ACCEPTANCE OF TERMS
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, CLASSROOM OR SERVICES, OR YOUR LUMENED ACCOUNT, OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES IN CONNECTION WITH YOUR TUTOR SERVICES OR OTHERWISE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TUTOR TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE. IF YOU DO NOT AGREE TO THESE TUTOR TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, CLASSROOM, SERVICES OR COLLECTIVE CONTENT. If you accept or agree to these Tutor Terms of Service on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind that corporation or other legal entity to these Tutor Terms of Service and, in such event, “you” and “your” will refer and apply to that corporation or other legal entity.
- SITE AND SERVICE OPERATION
You acknowledge and agree that:
(a) the Site, Classroom and Services are intended only to facilitate the provision of Tutor Services via our online platform and its video and text chat and document collaboration interface;
(b) LumenEd is not a provider of tutoring services;
(c) LumenEd’s role is solely to facilitate the availability of the Site, Classroom and Services to Tutors and Users; and
(d) LumenEd is not a contracting agent or representative of any Tutor or User. Tutors are either (1) independent contractors, or (2) third party provided tutors. Tutors are not employees or agents of LumenEd in any situation.
- RELATIONSHIP OF PARTIES
You acknowledge and agree that the relationship between you and LumenEd is that of either a direct independent contractors or third party provided tutor and nothing in these Tutor Terms of Service may be construed as establishing an employment or agency relationship between you and LumenEd. You have no authority to bind LumenEd by contract or otherwise. You will determine, in your sole discretion, the manner and means by which you provide Tutor Services in connection with these Tutor Terms of Service or as related to the Services or Site, subject to the requirement that you will at all times comply with applicable law. You acknowledge and agree that you are not and will not be entitled to any benefits paid or made available by LumenEd to its employees, including, without limitation, any vacation, sick leave or similar pay or benefit, or to participate in any plans, arrangements or distributions made by LumenEd pertaining to any bonus, stock option, profit sharing, insurance or similar benefits, whether available to employees of LumenEd or otherwise.
- TUTOR ELIGIBILITY
In order to register as a Tutor, provide Tutor Services, and to be eligible to receive payment for the Tutor Services you provide, you must register and create an Account and be 18 years of age or older. By creating an Account and registering as a Tutor, you represent and warrant to us that you are 18 years of age or older.
- ACCOUNT REGISTRATION AND USAGE
(a) You can register to join the Service as a Tutor by logging into your Account using certain third party social networking sites (“SNS”) (including, but not limited to Facebook) via our Site. When you register by logging into an SNS via our Site, we will obtain the Personal Information you have provided to that SNS (including, but not limited to your “real” name, profile picture, email address, list of SNS friends and any other information that you make available via the applicable SNS) from the account you have with such SNS and use that information to create your account and you will become a User; the information we obtain may depend on the information you provide to the applicable SNS and/or the privacy settings you have set or applied with the applicable SNS.
(b) When you register with LumenEd and set up your Account, you: (i) agree to provide LumenEd with accurate and complete information; (ii) agree to promptly update your Account information with any new information that may affect the operation of your Account; and (iii) authorize LumenEd, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site, Classroom and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.
(c) You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Account information. You agree not to disclose your password to any third party and that you are entirely and solely responsible for any and all activities or actions that occur pursuant to the use of your Account, whether or not you have authorized such activities or actions. You will immediately notify LumenEd of any unauthorized use of your username, password or Account.
(d) You agree that you will not permit, enable, introduce or facilitate: (i) persons who do not have an Account to have access to the features of the Site, Classroom and Services only made available to registered Tutors; and (ii) other persons to participate in providing Tutor Services from your Account.
- REPRESENTATIONS AND WARRANTIES
If you register via the Site, Classroom and Services as a Tutor, you represent and warrant to LumenEd that you: (i) have the requisite knowledge in the subject(s) you select via the Services to provide Tutor Services in such subjects to Users; (ii) will utilize User-paid Tutor Services time solely to provide Tutor Services only; (iii) are or were a student at the academic institution(s) you listed as your school at the time of registration of your Account to use the Site, Classroom and Services. You understand and agree that Users will contact you via the Site, Classroom and Services and request that you provide Tutor Services, but that you have no obligation to provide any Tutor Services, and any Tutor Services you may choose to provide are in your sole discretion.
- INTERACTIONS WITH USERS AND PROVISION OF TUTOR SERVICES
As a Tutor you acknowledge and agree to the following:
(a) LumenEd acts as a technology service that facilitates the provision of Tutor Services by Tutors to Users. LumenEd does not make editorial or managerial decisions concerning, or otherwise exercise control or supervision over, a Tutor’s Tutor Services, and LumenEd will not be held responsible for any Tutor’s failure to comply with applicable laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, LumenEd is not responsible for the use or exchange of any information, files or goods between Tutors and Users. Further, LumenEd does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Tutors or Users, including, without limitation, the Tutor Services provided or other information made available through the Site, Classroom and Services.
(b) You are solely responsible for your interactions with Users. You understand that LumenEd does not in any way screen Users. Your use of the Site, the Classroom and the Services and your provision of Tutor Services is at your own risk and discretion and you therefore agree to take reasonable precautions in all interactions with Users and that you are solely responsible for, and agree to exercise caution, discretion, common sense and judgment in, using the Site or the Classroom or providing Tutor Services and disclosing information, including any personal information to Users, the provision of which is not required by the Site, the Classroom or the Services.
(c) LumenEd reserves the right to contact Tutors and Users, in compliance with applicable law, in order to evaluate compliance with LumenEd’s rules and policies and these Tutor Terms of Service. If you believe that a User or another Tutor has violated the law or is defrauding, threatening or otherwise endangering anyone, LumenEd urges you to immediately contact the police directly for assistance.
(d) You will comply with all applicable local, provincial, federal and foreign laws, treatises and regulations in connection with your provision of Tutor Services.
(e) You are solely responsible for the content of the communications, assistance and direction that you provide as part of the Tutor Services.
(f) You are solely responsible for all equipment necessary to access and use the Site, Classroom and Services and to provide Tutor Services.
(g) You will not record or otherwise store any Tutor Services session that you provide through the Site, Classroom or Services.
(h) You will not use the Site, Classroom or Services or provide Tutor Services in any manner that harasses a User or another Tutor or could otherwise interfere with any other party’s use or enjoyment of the Site, Classroom, Services or Tutor Services provided by any other Tutor. You will respect the privacy of other Users and will not use the Site, Classroom, Services or Tutor Services for unwelcome, rude or abusive communications or in any other disrespectful or detrimental manner, as determined by LumenEd in its sole discretion.
(i) You will neither use the Site, Classroom nor the Services to invite a User to meet in person nor may you provide Tutor Services to a User outside of the Site, Classroom or Services.
(a) If you register to use the Site, Classroom and Services as a Tutor and provide Tutor Services as a direct independent contractor via the Site, Classroom and Services, you may be entitled to receive payment from LumenEd for the provision of such Tutor Services. LumenEd pays Tutors on a per hour basis in accordance with the number of hours or partial hours of Tutor Services provided to Users, with hourly rates prorated for partial hours of Tutor Services provided. Hourly rates may be set by LumenEd and may vary depending on the User to whom Tutor Services are provided.
(b) You acknowledge and agree that LumenEd reserves the right, in its sole discretion, to establish, modify and/or revise the applicable hourly rates upon which Tutor Payments are calculated at any time. Further, you acknowledge and agree that the hourly rates applicable to your provision of Tutor Services may be higher or lower depending on the User to whom such Tutor Services are provided, which may relate to an agreement or arrangement between LumenEd and a third party institution. LumenEd will use reasonable efforts to inform you of the hourly rate applicable to your provision of Tutor Services to a given User, provided that you will only be entitled to payment in accordance with the applicable hourly rate regardless of your awareness of the amounts thereof. Your continued provision of Tutor Services after being informed of the applicable hourly rate shall constitute your consent to such hourly rates upon which any Tutor Payment is calculated. If the modified rates for Tutor Payments are not acceptable to you, your only recourse is to cease providing Tutoring Services via the Site, Classroom and Services. LumenEd may from time to time provide certain users with promotional offers and discounts that may result in different amounts being charged by LumenEd for the provision of Tutor Services obtained through such User’s use of the Site, provided that such promotional offers and discounts have no bearing on the Tutor Payment to which you are entitled to receive.
(c) If any Tutor Payment sent to you by LumenEd in accordance with these Tutor Terms of Service is later invalidated or reversed for any reason, including, without limitation, in the event that we issue a refund in accordance with Guarantee and Tutor Session Refund policy set forth in the LumenEd User Terms of Service to a User who requests a refund in respect of Tutor Services received from you (a “Returned Payment”), you will be liable to LumenEd for the full amount of such Tutor Payment that LumenEd sent to you and any fees related thereto, and LumenEd may offset any future Tutor Payments that are validly owing to you against such Returned Payments, failing which you will remain responsible to reimburse LumenEd in the event of any such Returned Payment.
(d) In order to receive a Tutor Payment from LumenEd, you will be required to create an account with our third party payment processor. Tutor Payments will be remitted to you via the account you create with such third party payment processor in accordance with the Guarantee and Tutor Session Refund policy set forth in the LumenEd User Terms of Service. You are solely responsible for ensuring that you will be able to transfer money from your third party payment processor account.
You acknowledge and agree that you are solely responsible for determining your own tax reporting requirements and any liability for taxes on income received or any other similar taxes, which relate to your receipt of any compensation (including Tutor Payments) from LumenEd (“Taxes”), and that you will report to all government agencies having jurisdiction over all income received by you for services performed in connection with these Tutor Terms of Service (including Tutor Services), the Services, the Classroom or the Site. We cannot and do not offer tax advice to any Tutors. Furthermore, you agree to indemnify and save LumenEd harmless from and against any and all claims, charges, penalties or demands relating to the payment of Taxes, which may be made against you by any government agency having jurisdiction (including, without limitation, the Canada Revenue Agency or the Internal Revenue Service), requiring the payment of Taxes in respect of income received by you and in respect of any and all claims, charges, penalties or demands, which may be made on behalf of or related to any employment insurance or public pension or social security programs pursuant to applicable law, with respect to any amount which may, in the future, be found to be payable by you or on your behalf.
- NO ENDORSEMENT
LumenEd does not endorse any User and you are responsible for determining and confirming the identity and suitability of the Users with whom you interact as a result of your use, or use by any third party, of the Site, Classroom and Services. LumenEd is not your agent or the agent of any User and will not be responsible for any damages or harm which results from your interactions, or those of anyone else, with Tutors or Users. By using the Site, Classroom or Services, you, and any third party that may use the Site, Classroom and Services under your Account, agree as follows: (i) any legal remedy or liability that you or such third party seek to obtain for the actions or omissions of a Tutor, User or other third party will be limited to a claim against such Tutor, User or third party who caused you, or such third party, harm; and (ii) you will not attempt to impose liability on, or seek any legal remedy from LumenEd with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with others you may come into contact with as a result of your use of the Site, Classroom and Services.
The Site, Classroom, Services and Collective Content are protected by copyright, trademark, and other laws of Canada and foreign countries. You acknowledge and agree that the Site, Classroom, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of LumenEd 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 Site, Classroom, Services or Collective Content.
16. LUMENED LICENSES
Subject to your compliance with the terms and conditions of these Tutor Terms of Service, LumenEd grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any LumenEd Content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Classroom, Services or Collective Content, except as expressly permitted in these Tutor Terms of Service.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by LumenEd or its licensors, except for the licenses and rights expressly granted in these Tutor Terms of Service.
- LICENSE GRANTED BY TUTOR
We may, in our sole discretion, permit users of the Services to post, upload, publish, submit or transmit User Content. By making any User Content available on or through the Site, Classroom or Services, you hereby grant the following license to LumenEd, which LumenEd may exercise solely in connection with the Services, including its promotion of the Services, directly or indirectly: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Users), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content. LumenEd does not claim any ownership rights in any User Content and nothing in these Tutor Terms of Service will be deemed to restrict any rights that you may have to use and exploit any User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site, Classroom or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site, Classroom or Services or you have all rights, licenses, consents and releases that are necessary to grant to LumenEd and to the rights in such User Content, as contemplated under these Tutor Terms of Service; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or LumenEd’s use of the User Content (or any portion thereof) on, through or by means of the Site, Classroom 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.
- THIRD PARTY SERVICES
You understand and agree that provision of Tutor Services may require use of a third party website or service (each a “Third Party Service”). Your use of any Third Party Service is voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to provide the Tutor Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. LumenEd will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third Party Service.
If you decide to provide feedback, comments and suggestions for improvements to the Site, Classroom or Services (“Feedback”), you may do so by emailing us at email@example.com. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
- GENERAL PROHIBITIONS
You agree not to:
(a) post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s copyright, trademark, patent, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
(b) use, display, mirror or frame the Site, or any individual element within the Site, Classroom or Services, LumenEd’s name, any LumenEd trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LumenEd’s express written consent;
(c) access, tamper with, or use non-public areas of the Site, Classroom, LumenEd’s computer systems, or the technical delivery systems of LumenEd’s providers;
(d) attempt to probe, scan, or test the vulnerability of any LumenEd system or network or breach any security or authentication measures;
(e) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LumenEd or any of LumenEd’s providers or any other third party (including another user) to protect the Site, Classroom, Services or Collective Content;
(f) attempt to access or search the Site, Classroom, Services or Collective Content or download Collective Content from the Site, Classroom or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by LumenEd or other generally available third party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) use any meta tags or other hidden text or metadata utilizing a LumenEd trademark, logo URL or product name without LumenEd’s express written consent;
(i) use the Site, Classroom, Services or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these User Terms of Service;
(j) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Classroom, Services or Collective Content to send altered, deceptive or false source-identifying information;
(k) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Classroom, Services or Collective Content;
(l) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, Classroom or Services;
(m) collect or store any personally identifiable information from the Site, Classroom or Services from other users of the Site, Classroom or Services without their express permission;
(n) impersonate or misrepresent your affiliation with any person or entity;
(o) violate any applicable law or regulation; or
(p) encourage or enable any other individual to do any of the foregoing.
LumenEd will have the right to investigate and prosecute violations of any of the above to the fullest extent permitted by applicable law. LumenEd may involve and cooperate with law enforcement authorities in prosecuting Users and/or Tutors who violate these Tutor Terms of Service. You acknowledge that LumenEd has no obligation to monitor your access to or use of the Site, Classroom, Services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site, Classroom and Services, to ensure your compliance with these Tutor Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. LumenEd reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that LumenEd, at its sole discretion, considers to be in violation of these Tutor Terms of Service or otherwise harmful to the Site, Classroom or Services.
The Site, Classroom or Services may contain links to third-party websites or resources. You acknowledge and agree that LumenEd is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by LumenEd of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
LumenEd reserves the right, at its sole discretion, to modify, discontinue or terminate the Site, Classroom or Services or to modify these Tutor Terms of Service, at any time and without prior notice. If we modify these Tutor Terms of Service we will post the modification on the Site or provide you with notice of the modification. By continuing to access or use the Site, Classroom or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Tutor Terms of Service. If the modified Tutor Terms of Service are not acceptable to you, your only recourse is to cease using the Site, Classroom and Services.
- TERMINATION AND ACCOUNT CANCELLATION
If you breach any of these Tutor Terms of Service, LumenEd will have the right to suspend or disable your Account or terminate these Tutor Terms of Service, at its sole discretion and without prior notice to you. LumenEd reserves the right to revoke your access to and use of the Site, Classroom, Services and Collective Content at any time, with or without cause. In the event LumenEd terminates these Tutor Terms of Service for your breach: (i) you will remain liable for all amounts due hereunder; and (ii) LumenEd will only remain liable for all validly outstanding, undisputed Tutor Payments owing to you as of the effective date of termination. You may cancel your Account at any time by sending an email to firstname.lastname@example.org.
THE SITE, CLASSROOM AND SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. LUMENED AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE, CLASSROOM AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE, CLASSROOM AND SERVICES. LUMENED DOES NOT WARRANT THAT THE SITE, CLASSROOM AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, CLASSROOM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE, CLASSROOM AND SERVICES WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. LUMENED DOES NOT WARRANT THAT PROVISION OF TUTOR SERVICES WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU OR OTHERWISE PROVIDE ANY ECONOMIC BENEFIT.
YOU ACKNOWLEDGE AND AGREE THAT: (A) LUMENED DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS; (B) LUMENED WILL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING ACTIVITIES; (C) YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS; AND (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LUMENED OR THROUGH THE SITE, CLASSROOM, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER USERS OF THE SITE, CLASSROOM AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, CLASSROOM OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH TUTORS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT LUMENED DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF TUTORS, USERS OR OTHER USERS OF THE SITE, CLASSROOM OR SERVICES, NOR DOES LUMENED MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF TUTORS, USERS AND OTHER USERS OF THE SITE, CLASSROOM OR SERVICES. LUMENED MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS, USERS OR OTHER USERS OF THE SITE, CLASSROOM OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR USERS OF THE SITE, CLASSROOM OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, CLASSROOM AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, CLASSROOM OR SERVICES.
You agree to defend, indemnify, and hold LumenEd, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Tutor Terms of Service, your access to or use of the Site, Classroom, Services or Collective Content, your provision of any Tutor Services, and any claim made by a third party as a result of your use of the Site, Classroom or Services or your provision of any Tutor Services, including any claim alleging your infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual property rights of such third party or in respect of your liability for Taxes, as outlined above under “Taxes”.
- LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, CLASSROOM, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER LUMENED NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, CLASSROOM, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, CLASSROOM, SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TUTORS, USERS OR OTHER USERS OF THE SITE, CLASSROOM OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, CLASSROOM OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LUMENED HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL LUMENED’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, CLASSROOM, SERVICES OR COLLECTIVE CONTENT EXCEED THE AMOUNT OF ALL TUTOR PAYMENTS LUMENED HAS PAID TO YOU IN CONNECTION WITH YOUR PROVISION OF TUTOR SERVICES VIA THE SITE, CLASSROOM AND SERVICES DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD OR FIVE HUNDRED DOLLARS (CAD$500.00) (WHICHEVER IS LESS). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LUMENED AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of LumenEd used herein are trademarks or registered trademarks of LumenEd. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
- CONTROLLING LAW AND JURISDICTION
These Tutor Terms of Service and any action related thereto will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflicts of law provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the provincial courts of Ontario located in the city of Toronto, Ontario, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
- ENTIRE AGREEMENT
These Tutor Terms of Service constitute the entire and exclusive understanding and agreement between LumenEd and you regarding the Site, Classroom, Services and Collective Content, and these Tutor Terms of Service supersede and replace any and all prior oral or written understandings or agreements between LumenEd and you regarding the Site, Classroom, Services and Collective Content.
You may not assign or transfer these Tutor Terms of Service, by operation of law or otherwise, without LumenEd’s prior written consent, which consent may be delayed or withheld by LumenEd in its sole discretion. Any attempt by you to assign or transfer these Tutor Terms of Service, without such consent, will be null and of no effect. LumenEd may assign or transfer these Tutor Terms of Service, in its sole discretion, without restriction. Subject to the foregoing, these Tutor Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Tutor Terms of Service, will be in writing and given: (i) by LumenEd via email (in each case to the e-mail address that you provide to us in establishing an Account, as you may amend from time to time); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- DISPUTE RESOLUTION
You and LumenEd agree that any dispute, claim or controversy between you and LumenEd, or otherwise arising out of or relating to these Tutor Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Classroom or Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains 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. You acknowledge and agree that you and LumenEd are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and LumenEd otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Notwithstanding section 35 “General”, if this specific “Dispute Resolution” section is held to be unenforceable, then the entirety of this section will be deemed void, but without affecting the validity of the remainder of these Tutor Terms of Service, which will remain in full force and effect. Except as provided in the preceding sentence, this section will survive any termination of these Tutor Terms of Service. Any such arbitration contemplated by this section will be administered in accordance with the National Arbitration Rules of the ADR Institute of Canada then in effect, except as modified by this “Dispute Resolution” section. The place of such arbitration shall be Toronto, Ontario, Canada and the language of the arbitration will be English.
Notwithstanding the provisions of the “Modification” section above, if LumenEd changes this “Dispute Resolution” section after the date you first accepted these Tutor Terms of Service (or accepted any subsequent changes to these Tutor Terms of Service), you may reject any such change by sending us written notice (including by email to support@LumenEd.io) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of LumenEd’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and LumenEd in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Tutor Terms of Service (or accepted any subsequent changes to these Tutor Terms of Service).
The failure of LumenEd to enforce any right or provision of these Tutor Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LumenEd. Except as expressly set forth in these Tutor Terms of Service, the exercise by either party of any of its remedies under these Tutor Terms of Service will be without prejudice to its other remedies under these Tutor Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Tutor Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Tutor Terms of Service will remain in full force and effect.