Terms of Service.
Last Modified: August 27th, 2021
PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THESE TERMS OF SERVICE (“TERMS”).
These Terms create a binding legal agreement between you and Step Up Tutoring (“Company”, “we” or “us”) and govern your use of the Company website (the “Site”) and the content and functionality provided via the Site (such content and functionality, together with the Site, collectively, the “Services”).
PLEASE CAREFULLY REVIEW THESE TERMS AND THE COMPANY PRIVACY POLICY (AVAILABLE AT HTTPS://WWW.STEPUPTUTORING.ORG/PRIVACY-POLICY) BEFORE USING THE SERVICES. BY USING THE SERVICES (INCLUDING BY VISITING THE SITE OR MAKING ANY OTHER USE OF THE SERVICES), YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE REVIEWED THE COMPANY PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.
PLEASE NOTE THAT SECTION 14 OF THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS WHEN RESOLVING DISPUTES WITH COMPANY AND/OR PROVIDERS.
“The Services are offered and available only to users who are at least sixteen (16) years of age and reside in the United States, provided that for users who are sixteen (16) or seventeen (17) years of age, the Services are offered and available to such users only with parental or legal guardian supervision. By using the Services, you affirm that you (or, for users that are 16 or 17 years of age, the parent or legal guardian of such user affirms that he or she is supervising such user while using the Services, and such parent or legal guardian) (i) are / is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms, (ii) have / has not previously been terminated, removed, or suspended from the Services, and (iiiv) reside in, and will use the Services only while you are located in, the United States. If you do not meet all of these requirements, you must not access or use the Services. If you are using the Services on behalf of a company, organization, or other entity, you further affirm that you have authority to bind that organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.”
Ownership.
The Services are owned and operated by COMPANY. You acknowledge and agree that Company and/or Company’s technical, content and service providers (“Providers”) own all right, title and interest in and to the Services, including: (a) all information, data, software, text, displays and visual interfaces, graphics, images, video, and audio, and all other elements of the Services, and the design, selection, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein. Except for materials and content that you have submitted via the Services, such as your own images, photographs, videos, and comments (your “User Content”), you may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without Company’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree that all content provided to you through the Services is owned by Company, Providers and/or other third parties and that you will have no ownership rights in such content.
2. Accessing the Services.
You agree and understand that Company is not obligated to provide you with access to the Services. Company reserves the right to withdraw or amend the Services in its sole discretion without notice. Company will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, Company may restrict access to some parts of the Services, or all Services, by users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
3. License Grant and Restrictions.
Subject to your compliance with these Terms, Company hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable and revocable license to access and use the Services solely for your personal, noncommercial use, as provided herein. By using the Services, you acknowledge that: (a) the Services are licensed, not sold to you; and (b) third party terms and fees, such as those from your mobile carrier, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third party terms and fees.
You must not publish, reproduce, distribute, modify, create derivative works of, display, perform, edit, adapt, resell, republish, download, store, transmit or otherwise exploit the Services or any content distributed thereon under any circumstances, except for your own User Content and as follows:
You may not (i) circumvent or disable any content protection system or digital rights management technology used with the Services, (ii) decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, (iii) remove or alter identification, copyright, trademark, or other proprietary notices from materials provided on the Services, or (iv) access or use the Services in an unlawful or unauthorized manner. Any use of the Services not expressly authorized by these Terms is a breach of these Terms and may violate copyright, trademark, or other laws.
4. Discontinuation of or Changes to the Services.
Company reserves the right to permanently or temporarily amend or discontinue the Services at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of the Services. We may update the Services from time to time, but their content is not necessarily complete or up-to-date. The Services may be out of date at any given time, and we are under no obligation to update such material.
Company shall not discontinue or make Material Modifications (as defined below) to the Services without providing advance written notice to the Los Angeles Unified School District (LAUSD), pursuant to the relevant District Agreement (as defined below) with LAUSD.
5. Third Party Services and Links.
The Services may contain links to third party content and integrations with third party platforms, like social media sites. Company does not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of such third party content and integrations. These links and integrations are provided only as a convenience, and Company does not make any representations or warranties with respect to third party links and integrations. Use of any linked third party content and integrations is at your own risk and subject to the terms of use for such third party content.
6. School Districts.
Company may enter into supplemental written agreements with school districts with respect to use of the Services on a district-wide basis (“District Agreements”). Pursuant to District Agreements, we may provide additional services to school districts, and/or may provide additional undertakings to school districts with respect to the Services. Except as otherwise provided in a District Agreement, these Terms remain in effect for all individual users of the Services in the relevant district.
7. User Content.
You remain fully responsible for your User Content. You agree not to provide User Content that:
infringes or misappropriates any third party intellectual property right;
degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
is unlawful, defamatory, libelous, inaccurate, deceiving, or that could reasonably be considered objectionable, profane, obscene, sexually explicit, indecent, pornographic, harassing, abusive threatening, embarrassing, hateful, intended to intimidate or incite violence, or otherwise inappropriate;
promotes illegal activity, or advocates, promotes, or assists in any unlawful act;
impersonates any person, or misrepresents your identity or affiliation with any person or organization;
violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy; or
gives the impression that it comes from or is endorsed by Company or any other entity or third party, if that is not the case.
You retain all ownership rights that you may have in and to any User Content that you submit through the Services, but by submitting User Content, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sub-licensable license to publish, reproduce, distribute, display, perform, edit, adapt, modify, and otherwise use your User Content (or any portion thereof) in any way that we want and in any form, media, or technology now known or later developed. Such license is perpetual and irrevocable, except to the extent required to comply with applicable privacy laws relating to ownership and control of your personal information, including education records. With respect to User Content that is governed by a District Agreement, such license is limited to a term coterminous with the relevant District Agreement and the purposes needed to provide services under the District Agreement, unless the user’s parent or legal guardian provides written consent for us to retain the User Content after the District Agreement ends. You hereby waive any moral rights you may have in your User Content. You further represent that you have obtained the consent of all individuals who are identifiable in your User Content, or of the individual’s parent or legal guardian if the individual is under 18 years old, to include the individual’s likeness in your User Content and for us to enjoy all of the rights and privileges that you grant to us under these Terms, including without limitation the right to use the individual’s likeness in our advertising and marketing activities.
You understand and agree that we are not responsible for any User Content. We are not obligated to publish or use your User Content. We may monitor, review, edit, remove, delete, or disable access to your User Content at any time, without prior notice and in our sole discretion, for any or no reason.
8.Limitations on Use of the Services.
You may not access or use, or attempt to access or use, the Services to take any action that could harm Company, its Providers, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries). For example, and without limitation, you may not:
impersonate any person or entity or otherwise misrepresent your affiliation or the origin of any materials that form part of your User Content, or falsify any information provided during submission of your application;
engage in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
take any action that imposes an unreasonable or disproportionately large load on Company’s network or infrastructure;
use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, such as exposing them to inappropriate content, asking them for personal information, or otherwise;
distribute any unauthorized materials or advertise or promote goods or services through the Services without Company’s permission (including, without limitation, by sending spam or any other similar solicitation);
engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Company’s sole judgment, exposes Company or any of Company’s users, affiliates, or any other third party to any liability, damages, or detriment of any type, including causing damage to Company’s reputation; or
assist any person in doing any of the above.
Violations of system or network security may result in civil or criminal liability. Company may investigate and work with law enforcement authorities to prosecute users who violate the Terms.
9. Monitoring and Enforcement.
We have the right to:
remove or refuse to post any User Content for any or no reason in our sole discretion;
take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their rights to privacy;
take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Services.
However, we cannot review all User Content as it is posted to the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
10. Changes to Terms.
Company may change any of the terms contained herein at any time, in our sole discretion, provided that Company shall not discontinue or make Material Modifications to the Services without providing advance written notice to LAUSD, pursuant to the relevant District Agreement with LAUSD. Please check these Terms periodically so that you are aware of any changes. We will notify you by posting a notice on the Site of any changes to these Terms that materially modify your rights or obligations (“Material Modifications”). Any Material Modifications will be effective upon your acceptance of the modified terms, or upon your continued use of the Services after we post a notice of the changes, whichever is earlier. Changes to these Terms that do not materially modify your rights or obligations will be effective immediately upon publication. However, any disputes arising under these Terms will be resolved pursuant to the version of these Terms in effect at the time the dispute arose.
11. Feedback
You agree that any comments, suggestions or feedback you provide regarding your use of the Services (“Feedback”) will become the exclusive property of Company, regardless of the form or platform in which it is delivered. You further agree that Company and Providers may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation or credit to you, including to improve the Services and create other products and services. You hereby assign to Company all right, title and interest to your Feedback, including all copyrights therein. To the extent assignment is not permitted, you hereby grant Company a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to exploit the Feedback as described in this section.
12. Communications with You.
Company and Providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Company, including through the Services or contact information you provide as part of the registration process for the Services. You consent to receive communications from Company and/or Providers that may: (i) solicit Feedback via e-mail, surveys, bug reports, or other methods Company may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services or these Terms; and (iv) tell you about future Company programs, products or services (except that this shall not apply to LAUSD and its end users, pursuant to the terms of the relevant District Agreement with LAUSD). You agree that any such notices, disclosures, and other communications will satisfy Company’s applicable legal notification requirements. Company recommends that you keep a copy of any electronic communications we send to you for your records. You agree that Company may share your contact information with Providers, and, to the extent necessary to enable such communications, with other third parties.
13. Disclaimer of Warranties, Limitation of Liability, and Indemnity.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR PROVIDERS MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE OR THAT THE DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM (THE “SERVICE CONTENT”). NEITHER COMPANY NOR PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO COMPANY OR THE SERVICES,. YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR THE LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, PROVIDERS, OR THEIR AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE SERVICES), TUTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “LICENSOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE, LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES, AND ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU FURTHER WAIVE AND HOLD HARMLESS THE LICENSOR PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES AS REFERENCED IN SECTIONS 8 AND 9. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSOR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) AND $100, EXCEPT TO THE EXTENT AN APPLICABLE LAW DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS.
YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS, YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, YOUR FEEDBACK, YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PUBLICITY, CONFIDENTIALITY, OR OTHER PROPERTY OR PRIVACY RIGHT, AND ANY CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU. COMPANY RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. In such event, you shall provide Company with such cooperation as Company reasonably requests.
14. Arbitration.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
In order to expedite and control the cost of disputes, Company and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms or regarding the validity, enforceability or scope of this section or these Terms, including, but not limited to, whether a given claim or dispute is subject to arbitration, (in each case, a “Dispute”) will be resolved by arbitration if the parties are unable to reach agreement through negotiation of the dispute. This applies to all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, even if the Dispute arises after the termination of these Terms. Arbitration is a less formal proceeding than a lawsuit in a court, does not involve a judge or jury, and may allow for less discovery than in a court. An arbitration is conducted by a neutral arbitrator. An arbitrator can award the same types of relief that a court can, such as damages, but a decision from an arbitrator can be subject to very limited review by a court. YOU UNDERSTAND AND AGREE THAT YOU AND COMPANY ARE HEREBY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW.
Opt-Out of Arbitration Agreement. You have the right to opt out of this agreement to arbitrate by contacting contact@stepuptutoring.org within thirty (30) days of first accepting these Terms. In your request, please state that you decline the arbitration agreement in this section, and provide your full name and the e-mail address you used to register for the Services.
Notice of Dispute. In the event of a Dispute, you or Company must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution, including any relief sought (a “Notice of Dispute”). You must send any Notice of Dispute by certified U.S. Mail or Federal Express (signature required) to Company at 1424 4th St., Suite 214 PMB 1696, Santa Monica, CA 90401 and also via e-mail to contact@stepuptutoring.org. Company will send any Notice of Dispute to you by certified U.S. Mail or Federal Express (signature required) to your address if we have it, or otherwise to your e-mail address. You and Company will attempt to resolve any Dispute through informal negotiation within thirty (30) days from the date the Notice of Dispute is sent. After thirty (30) days, you or Company may commence arbitration.
Binding Arbitration and Governing Law. To the fullest extent permitted under law, any arbitration between you and Company will be settled under the Federal Arbitration Act, and will administered by JAMS (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures in effect at the time the Dispute is filed (the “JAMS Rules”), as modified by these Terms. Information about JAMS and the JAMS Rules and filing process is available at www.jamsadr.com. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT.
Class Action Waiver. TO THE FULLEST EXTENT OF THE LAW, YOU AND COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Arbitration Procedures. Any arbitration hearing will take place in Los Angeles, California, in a location that you and Company agree upon. You may request a hearing through the submission of documents, by phone or in-person by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written description that explains the essential findings and conclusions on which the decision and any award are based. The arbitrator may award the same damages to you individually as a court could. The parties must not disclose the amount of any settlement offer made by you or Company to the arbitrator during the arbitration, until the arbitrator has made a final decision and award, if any.
Arbitration Fees. Whoever files the arbitration pays the initial filing fee. If Company files, then Company will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
Filing Period. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATION PROCEEDING. The one-year period begins when the events giving rise to the Dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended by the written consent of both parties. No statutes or provisions of law that would toll or otherwise affect the time in which a party may bring a claim shall operate to extend the period limited in this section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.
Modifications. You have the right to reject any changes to this arbitration provision, except for a change to Company’s contact information. You may reject a change by sending us written notice within 30 days. This may result in your access to the Services being immediately terminated. Note that this arbitration provision, as it was prior to the rejected changes, will remain in effect.
15. Termination.
The term of these Terms will commence on the date of your first acceptance of these Terms and continue until the earliest of: (i) the date upon which Company, in its sole discretion, provides notice to you of termination of these Terms or your access to the Services is terminated (which may occur for any reason, including if you fail to comply with any provision of these Terms); and (ii) your violation or breach of any provisions of these Terms (the “Term”). Upon expiration or termination of these Terms, the rights granted to you under these Terms with respect to the Services will immediately terminate. However, Company’s ownership of your Feedback, as well as the limitations on Company’s liability, the indemnification provisions and the terms pertaining to the dispute resolution process, will survive any expiration or termination of these Terms. Upon termination of your access to the Services, or termination of these Terms, to the extent permitted by applicable law or an applicable District Agreement, Company may at its option delete any data (if any) associated with your access or use of the Services.
16. Miscellaneous.
Changes to the Services. The Company shall not discontinue or make Material Modifications to the Services without providing advance written notice to LAUSD, pursuant to the relevant District Agreement with LAUSD.
Supplemental Terms. When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
Section Headers. Section headers are provided for convenience and do not affect the interpretation of any provision or the rights of any party.
Entire Agreement; No Assignment. These Terms and any other terms expressly incorporated by reference herein form the entire agreement between you and Company regarding your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. These Terms operate to the fullest extent permissible by law.
No Joint Venture, Partnership, Employment, or Agency Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or your access to and use of the Services.
Severability. If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
Force Majeure. Company will be excused from performance under these Terms for any period when we were prevented from or delayed in performing any obligations under these Terms, in who or in part, due to circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to Company’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
No Waiver. Company’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Company’s right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Company with respect to such uses.
Governing Law; Exclusive Jurisdiction. The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located elsewhere. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of California (without giving effect to conflict of law principles). To the extent a lawsuit or court proceeding is permitted under these terms, you and Company agree that any dispute will be litigated in the state or federal courts located in Los Angeles County, California, and both of us submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
Contact. For inquiries or questions regarding these Terms or the Services, please contact Company at contact@stepuptutoring.org.