Terms and Conditions

EFFECTIVE DATE: FEBRUARY 1, 2021

The following terms and conditions (the “Terms and Conditions”) govern your use of the website located at www.eggheadsacademy.com (“we,” “us,” or “our”). BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE.

You should also read our Privacy Policy, which is incorporated by reference into these Terms and Conditions. If you do not accept and agree to be bound by these Terms and Conditions, including our Privacy Policy, do not use the Site or the products and services offered on the Site. By accessing the Site, you consent to these Terms and Conditions in electronic form. To withdraw this consent, you must cease using the Site and, if applicable, terminate your account. Users under the age of 18 must (a) review these Terms and Conditions with a parent or legal guardian to ensure the parent or legal guardian acknowledges and agrees to these Terms and Conditions, and (b) not access the Site if his or her parent or legal guardian doesn’t agree to these Terms and Conditions.

1. PROPRIETARY RIGHTS

Eggheads Learning Academy owns, solely and exclusively, all rights, title and interest in and to the Site, all the content, software, code, data, and the look and feel, design and organization of the Site, and all materials and content related to our programs even if the materials or content are not accessed through the Site. Your use of the Site does not grant to you ownership of any content, software, code, data or materials you may access on the Site.

2. TRADEMARKS

Trademarks, logos, service marks and trade names (collectively the “Trademarks”) that are ours or Trademarks of any third party displayed on the Site or on content available through the Site may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Site or on or through the Site’s products and services, if any, are the property of their respective owners. Your misuse of the Trademarks displayed on the Site is strictly prohibited.

3. SUBMITTED MATERIALS

(a) Any comments, suggestions, forum posts, or testimonials that you post or submit to us (“Submitted Materials”) will be deemed not to be confidential and may be used by us for any purpose. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any “moral rights” in Submitted Materials have been waived, and (ii) grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to display, use, reproduce, incorporate, modify, create derivative works of and distribute such material (in whole or part). We are not responsible for maintaining any Submitted Material that you provide to us and we may delete or destroy any such Submitted Material at any time.

(b) For any academic source materials such as textbooks and workbooks which you submit to us in connection with our online tutoring services, you represent and warrant that you are entitled to upload such materials under the “fair use” doctrine of copyright law. In addition, if you request that our system display a representation of a page or problem from a textbook or workbook, you represent and warrant that you are in proper legal possession of such textbook or workbook and that your instruction to our system to display a page or problem from your textbook or workbook is made for the sole purpose of facilitating your tutoring session, as “fair use” under copyright law.

(c) You agree that we may record all or any part of any live online classes and tutoring sessions (including voice chat communications and videos) for quality control and other purposes. You agree that we own all transcripts and recordings of such sessions, and you hereby irrevocably assign to us all rights in all such transcripts and recordings.

4. OBLIGATIONS AND PROHIBITIONS

(a) Any commercial distribution, publishing or exploitation of the Site, or any content, software, code, data or materials on the Site, is strictly prohibited. If you improperly use the Site, we may enforce our intellectual property and other rights to the fullest extent of the law.

(b) You agree that you will not attempt to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site, or any content thereof, or make unauthorized use thereof.

(c) You agree that you will not upload, post, transmit, distribute or otherwise publish through the Site or any product, service, or feature made available on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site’s products or services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, defamatory, obscene, vulgar, offensive, profane, sexually explicit or indecent, (iii) violate any local, state, national or international law, (iv) violate, plagiarize or infringe the intellectual property, privacy, publicity, or other rights of third parties, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You alone are responsible for the content and consequences of any of your activities, both on and off the Site.

(d) You agree that you will treat our online tutors and instructors with respect and not use obscenities in the online classroom, lie about false emergencies, make threats or discuss personal matters or matters other than those related to the subject for which you seek help. You agree not to use the Site or the products, services, and information offered on the Site to recruit, solicit, or contact in any form tutors for employment or contracting for a business not affiliated with us without our advance written permission.

5. RIGHT TO MONITOR AND RESTRICT

We reserve the right, but do not have an obligation, to (a) monitor and/or review all materials posted to the Site or through the Site’s products, services, or features or (b) refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable, violate these Terms and Conditions, or violate applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of our terms and conditions or applicable law, or for any other reason.

6. PRIVATE OR SENSITIVE INFORMATION ON PUBLIC FORUMS

We may make message boards, blogs, forums and other such services available on or through the Site. It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them now or in the future. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive or confidential information in your comments to our public forums.

7. THIRD PARTY LINKS

You may be able to link from the Site to third party websites and third party websites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the content, products, services, advertising or other materials which may be provided by or through Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

8. INDEMNIFICATION

You agree to defend, indemnify and hold us and our directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from any content or other material you place on the Site or submit to us, or your breach or violation of the law or of these Terms and Conditions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

9. DISCLAIMER OF WARRANTIES

(a) The site is provided “as is,” without warranty of any kind, including but not limited to uninterrupted access, availability, accuracy, or usefulness, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. We hereby disclaim any and all such warranties. We also assume no responsibility, and will not be liable for, any damages to, or viruses that may infect, your computer equipment, mobile device, or other property on account of your access to or use of the site or your downloading of any materials from the site. If you are dissatisfied with the site, your sole remedy is to discontinue using the site.

(b) From time to time, we may make third party opinions, advice, statements, offers, or other third party information or content available on the site (“third party content”). All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any third party content on the site or any verification services done on our tutors, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any tutor or any party that appears on the site. Under no circumstances will we be responsible or liable for any loss or damage resulting from your reliance on information or other content posted on or available from the site.

10. LIMITATION OF LIABILITY

In no event, including but not limited to negligence, will we or any of our officers, employees, content or service providers (including tutors) (collectively, the “protected entities”) be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the site or the content, materials, products, services, and functions related to the site, or your provision of information via the site, even if such protected entity has been advised of the possibility of such damages. In no event will the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the site.

11. APPLICABLE LAWS

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. ARBITRATION

All parties to these terms and conditions waive their respective rights to a trial by jury. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms and Conditions (including any alleged breach thereof) or the Site will be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding. The laws of the State of California will govern these Terms of Use, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

By using the Site, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures .

13. TERMINATION

We may terminate, change, suspend or discontinue any aspect of the Site or the Site’s products or services at any time. We may restrict, suspend or terminate your access to the Site and/or its products or services if we believe you are in breach of these Terms and Conditions or applicable law, you are a repeat infringer of intellectual property rights, or for any other reason without notice or liability.

14. CHANGES TO TERMS AND CONDITIONS

We reserve the right, at our sole discretion, to modify any portion of these Terms and Conditions at any time. Changes in these Terms and Conditions will be effective when posted. Your continued use of the Site and/or the products or services offered on or through the Site after any changes to these Terms and Conditions are posted will be considered acceptance of those changes.

15. COMMUNICATION

If you provide us your email address, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the products or services we offer, such as administrative notices and service announcements or changes, or emails containing information regarding your business relationship and account with us. More information regarding communication can be found in our Privacy Policy.