Kesson Group Inc., operating as Skooli ("Skooli", "our", "us" or "we") provides an online platform known as SKOOLI that connects tutors with individuals seeking tutoring services (each a “User”) and other services related thereto (collectively, the "Services") through our website, accessible at www.skooli.com (the "Site"). The Services include the ability for Users and Tutors (each as defined below) to interact via the Skooli platform's interface or other methods as may be made available by Skooli from time to time.
These User Terms of Service govern your access to and use of the Site, the Services and the Collective Content (as hereinafter defined).
(a) “Account” means the user profile you create by registering as a User on the Site 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 Skooli Content and the User Content.
(d) "Monthly Credit" means the amount available to be credited towards Tutor Fees in a given month as reflected in your Account.
(e) "Skooli Content" means Content that Skooli makes available through the Site or the Services, including any Content licensed from a third party, but excludes any User Content.
(f) "User Plan" means the prepaid plan pursuant to which you have purchased Tutor Session hours as reflected in your Plan Credit and includes the Genius, Mastermind and Einstein Plans and any other similar prepaid plan that entitles you to Plan Credits that Skooli may introduce from time to time. All User Plans remain subject to change, including with respect to the number of Plan Credits attributable to a User Plan and/or the cost of a User Plan from time to time in Skooli’s discretion.
(g) “Tutor” means a tutoring or educational services provider accessible to Users via the Services.
(h) “Tutor Fee” means the amount deducted from a User’s Monthly Credit on a proportionate basis in accordance with the length of a Tutor Session.
(i) “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.
(j) "Tutor Session" means the period of time during which Tutor Services are provided by a Tutor to a User calculated on a per minute basis.
(k) “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.
(l) "User Content" means Content that a Tutor or a User posts, uploads, publishes, submits or transmits to be made available through the Site 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 User, your use of the Services is governed by the terms and conditions set forth herein together with Skooli’s applicable policies. THE SITE AND SERVICES COMPRISE AN ONLINE MARKETPLACE WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES. SKOOLI CHARGES A FEE BASED ON A PERCENTAGE OF THE FEES EARNED BY A TUTOR WHEN HE OR SHE PROVIDES TUTOR SERVICES TO A USER(S). YOU UNDERSTAND AND AGREE THAT SKOOLI IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN A USER AND A TUTOR NOR DOES SKOOLI HAVE ANY CONTROL OVER THE TUTOR SERVICES OR THE CONDUCT OF TUTORS AND OTHER USERS OF THE SITE 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.
The Services made available through the Site are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. By creating an Account, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Skooli may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Users under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a teacher, parent or legal guardian who is at least 18 years of age. In all such cases, such teacher, parent or guardian is the User, and is responsible for any and all Skooli Account activities.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, OR YOUR SKOOLI 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 USER TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE USER TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES. If you accept or agree to these User 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 User Terms of Service and, in such event, "you" and "your" will refer and apply to that corporation or other legal entity.
You acknowledge and agree that:
(a) that the Site 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) Skooli is not a provider of tutoring services;
(c) Skooli's role is solely to facilitate the availability of the Site and Services to Tutors and Users through the marketplace created by the Site and Services; and
(d) Skooli is not a contracting agent or representative of any Tutor. Tutors are independent contractors and are not employees or agents of Skooli.
(a) You can register to join the Service as a User 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 Skooli and set up your Account, you: (i) agree to provide Skooli 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 Skooli, 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 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 Skooli of any unauthorized use of your username, password or Account.
(d) You agree that you will not permit, enable, introduce or facilitate persons who do not have an Account to have access to the features of the Site and Services only made available to registered Users.
Unless you pre-purchase a User Plan, you will automatically engage in any Tutor Sessions pursuant to a Pay As You Go Plan and the credit card linked to your Account will be charged in accordance with the then current Pay As You Go hourly rates, provided that the minimum charge for any Tutor Session is fifteen (15) minutes, after which time you will be charged on a per minute basis.
By purchasing a User Plan, you acknowledge that you are pre-purchasing a Plan Credit, which may be used towards Tutor Sessions and that all Tutor Sessions that extend beyond the Plan Credit remaining on your Account will be charged to the credit card linked to your account at the hourly rate applicable to a Pay As You Go Plan unless you pre-purchase another User Plan or you elect to automatically renew your User Plan upon its expiry. If you elect to automatically renew your User Plan, the credit card linked to your Account will be charged for the then current price of the same User Plan immediately upon the expiry of your prior Plan Credit. You acknowledge that such renewal will continue as a recurring payment feature and you accept responsibility for all such recurring charges until you cancel the automatic renewal feature. To cancel the automatic renewal feature of your User Plan at any time, you must logon to your Account and follow the cancellation procedures or call or email us and we will do it for you.
If you sign up for a free trial, you may cancel at any time during the free trial period and incur no charge. Once purchased, User Plans are not eligible for a refund. All Plan Credits purchased pursuant to a User Plan expire after one (1) year from the date of purchase. Skooli may submit additional charges to the credit card linked to your Account (including per minute charges at the hourly rate applicable to a Pay As You Go Plan for Tutor Sessions that exceed your User Credit as detailed herein) without further authorization from you.
The credit card information provided by you and linked to your account is kept on file by Skooli allowing you to engage in a Pay As You Go Plan and/or renew or upgrade your chosen User Plan without having to provide that information on a periodic basis. Skooli will charge the credit card linked to your Account for the amount applicable to your chosen User Plan and/or on an ongoing basis pursuant to a Pay As You Go Plan or in such other amount as you and we may later agree.
Prices for your chosen User Plan may be changed at any time and each renewal of your User Plan will be at the price that you were originally charged for that User Plan when you initially subscribed unless otherwise stated or there is a change in the price of your User Plan. You will receive reasonable notice of any change in prices prior to the effective date of the new pricing by email or other reasonable means such as a notice in your Account on the Site or other Skooli communications with you.
If a User Plan renewal transaction is not honoured for any reason, Skooli: (i) will charge you a fee for the failed transaction; and/or (ii) may suspend or end your chosen Account until confirmation, satisfactory to Skooli, has been received that the credit card attached to your Account has been restored to good status.
Tutor Fees are either (i) automatically deducted from the Plan Credit available in your Account or (ii) accumulated against your Pay As You Go Plan, on a proportionate basis in accordance with the duration of each Tutor Session. You acknowledge and agree that the minimum charge for any Tutor Session is fifteen (15) minutes, after which you are charged on a per minute basis. Immediately upon completion of the a Tutor Session, the applicable Tutor Fee will be automatically deducted from your Monthly Credit if you have an active User Plan and/or charged to the credit card linked to your Account if you have a Pay As You Go Plan or your User Plan expires prior to the completion of such Tutor Session. The payment of Tutor Fees is subject to our Cancellation and No-Show Policy and our Late Policy. In the event that a Tutor Session exceeds the number of minutes available in your Plan Credit, the credit card linked to your account will be charged at the per minute rate of a Pay As You Go Plan until the end of that Tutor Session.
In case you are not completely satisfied after 30 minutes of your first Tutor Session, we will provide you with a free half hour Tutor Session with a new tutor. You must call or email us within 72 hours of completing your initial Skooli Tutor Session and we’ll help connect you with a new tutor. If your free additional Tutor Session is also unsatisfactory, let us know before booking any further Tutor Sessions and we will provide a full refund for your User Plan purchase, or the Pay As You Go charges incurred for your first 30 minute Tutor Session.
If you are not completely satisfied with any Tutor Session, you may, within five (5) business days of the completion of such Tutor Session, initiate a dispute through your Account to seek a refund of the amount debited from your Plan Credit on account of such Tutor Session or otherwise charged to the credit card attached to your Account if you use a Pay As You Go Plan or if such Tutor Session exceeds the minutes available to you pursuant to the then current balance of your Plan Credit. Skooli will review all such disputes and will, in its sole discretion, accept or reject a refund request. If a refund is accepted, the amount debited from your Plan Credit on account of your payment will be returned (and/or the applicable credit card charge will be reversed) and your Tutor will not be paid for his or her provision of the relevant Tutor Services. Users who use this Guarantee and Tutor Session Refund privilege multiple times will be subject to review, which may result in the suspension and/or termination of your User Plan and/or your Account entirely.
As a User you acknowledge and agree to the following:
(a) Skooli acts as a technology service that facilitates the provision of Tutor Services by Tutors to Users through an online marketplace. Skooli does not make editorial or managerial decisions concerning, or otherwise exercise control or supervision over, a Tutor's Tutor Services, and Skooli 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, Skooli is not responsible for the use or exchange of any information, files or goods between Tutors and Users. Further, Skooli 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 and Services.
(b) Users are solely responsible for their interactions with Tutors. The User understands that while Skooli professionally screens all Tutors for the purposes of confirming identification, one (1) academic credential, and, if applicable, teaching licensure (the “Background Checks”) and endeavours to provide Users with a reliable, safe and secure online environment, Skooli cannot guarantee the accuracy of the Background Checks and the use of the Site by Users and the receipt of Tutor Services is at the risk and discretion of each User and the User agrees to to take reasonable precautions in all interactions with Tutors by way of the exercise of caution, discretion, common sense and judgment in, using the Site or receiving Tutor Services and disclosing information, including any personal information to Tutors, the provision of which is not required by the Site or the Tutor Services.
(c) Skooli reserves the right to contact Users, in compliance with applicable law, in order to evaluate compliance with Skooli’s rules and policies and these User Terms of Service. If you believe that a Tutor or another User has violated the law or is defrauding, threatening or otherwise endangering anyone, Skooli 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 use of the Site and Services.
(e) You are solely responsible for all equipment necessary to access and use the Site and Services and to receive Tutor Services.
(f) You will not use the Site or Services in any manner that harasses a Tutor or another User or could otherwise interfere with any other party's use or enjoyment of the Site, Services or Tutor Services. You will respect the privacy of other Users and will not use the Site, Services or Tutor Services for unwelcome, rude or abusive communications or in any other disrespectful or detrimental manner, as determined by Skooli in its sole discretion.
(g) You will neither use the Site nor the Services to invite a Tutor to meet in person nor may you receive Tutor Services from a Tutor outside of the Site or Services.
Skooli does not endorse any Tutor and you are responsible for determining and confirming the identity and suitability of the Tutors with whom you interact as a result of your use, or use by any third party, of the Site and Services. Skooli is not your agent or the agent of any Tutor and will not be responsible for any damages or harm which results from your interactions, or those of anyone else, with Tutors or other Users. By using the Site or Services, you, and any third party that may use the Site 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 Skooli 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 and Services.
The Site, Services and Collective Content are protected by copyright, trademark, and other laws of Canada and foreign countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Skooli 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, Services or Collective Content.
Subject to your compliance with the terms and conditions of these User Terms of Service, Skooli grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Skooli 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, Services or Collective Content, except as expressly permitted in these User Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Skooli or its licensors, except for the licenses and rights expressly granted in these User Terms of Service.
By making any User Content available on or through the Site or Services, you hereby grant the following license to Skooli, which Skooli may exercise solely in connection with the Services, including its promotion of the Services, directly or directly: 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. Skooli does not claim any ownership rights in any User Content and nothing in these User 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 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 or Services or you have all rights, licenses, consents and releases that are necessary to grant to Skooli and to the rights in such User Content, as contemplated under these User Terms of Service; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Skooli's use of the User 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 receiving 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 receive any Tutor Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. Skooli 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 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, 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 Feedback for any purpose.
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 or Services, Skooli's name, any Skooli trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Skooli's express written consent;
(c) access, tamper with, or use non-public areas of the Site, Skooli's computer systems, or the technical delivery systems of Skooli's providers;
(d) attempt to probe, scan, or test the vulnerability of any Skooli 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 Skooli or any of Skooli's providers or any other third party (including another user) to protect the Site, Services or Collective Content;
(f) attempt to access or search the Site, Services or Collective Content or download Collective Content from the Site 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 Skooli 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 Skooli trademark, logo URL or product name without Skooli's express written consent;
(i) use the Site, 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, 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, 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 or Services;
(m) collect or store any personally identifiable information from the Site or Services from other users of the Site 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.
Skooli will have the right to investigate and prosecute violations of any of the above to the fullest extent permitted by applicable law. Skooli may involve and cooperate with law enforcement authorities in prosecuting Users who violate these User Terms of Service. You acknowledge that Skooli has no obligation to monitor your access to or use of the Site, 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 and Services, to ensure your compliance with these User Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Skooli reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Skooli, at its sole discretion, considers to be in violation of these User Terms of Service or otherwise harmful to the Site or Services.
The Site or Services may contain links to third-party websites or resources. You acknowledge and agree that Skooli 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 Skooli 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.
Skooli reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these User Terms of Service, at any time and without prior notice. If we modify these User 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 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 User Terms of Service. If the modified User Terms of Service are not acceptable to you, your only recourse is to cease using the Site and Services.
If you breach any of these User Terms of Service, Skooli will have the right to suspend or disable your Account or terminate these User Terms of Service, at its sole discretion and without prior notice to you. Skooli reserves the right to revoke your access to and use of the Site, Services and Collective Content at any time, with or without cause. In the event Skooli terminates these User Terms of Service for your breach you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to firstname.lastname@example.org .
THE SITE 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. SKOOLI AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE 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 AND SERVICES. SKOOLI DOES NOT WARRANT THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE 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.
YOU ACKNOWLEDGE AND AGREE THAT: (A) SKOOLI 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) SKOOLI 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 SKOOLI OR THROUGH THE SITE, 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 AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH TUTORS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT SKOOLI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF TUTORS AND OTHER USERS OF THE SITE OR SERVICES. . SKOOLI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS OR OTHER USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES.
You agree to defend, indemnify, and hold Skooli, 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 User Terms of Service, your access to or use of the Site, Services or Collective Content, your receipt of any Tutor Services, and any claim made by a third party as a result of your use of the Site 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”.
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, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER SKOOLI NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, 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 USER TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKOOLI 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 SKOOLI'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT EXCEED THE AMOUNT OF ALL AMOUNTS YOU HAVE PAID IN CONNECTION WITH YOUR RECEIPT OF TUTOR SERVICES VIA THE SITE 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 SKOOLI 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.
All trademarks, service marks, logos, trade names and any other proprietary designations of Skooli used herein are trademarks or registered trademarks of Skooli. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
These User 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.
These User Terms of Service constitute the entire and exclusive understanding and agreement between Skooli and you regarding the Site, Services and Collective Content, and these User Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Skooli and you regarding the Site, Services and Collective Content.
You may not assign or transfer these User Terms of Service, by operation of law or otherwise, without Skooli's prior written consent, which consent may be delayed or withheld by Skooli in its sole discretion. Any attempt by you to assign or transfer these User Terms of Service, without such consent, will be null and of no effect. Skooli may assign or transfer these User Terms of Service, in its sole discretion, without restriction. Subject to the foregoing, these User 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 User Terms of Service, will be in writing and given: (i) by Skooli 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.
You and Skooli agree that any dispute, claim or controversy between you and Skooli, or otherwise arising out of or relating to these User Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site 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 Skooli 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 Skooli 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 the “General” section, below, 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 User 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 User 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 Skooli changes this "Dispute Resolution" section after the date you first accepted these User Terms of Service (or accepted any subsequent changes to these User Terms of Service), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Skooli'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 Skooli in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these User Terms of Service (or accepted any subsequent changes to these User Terms of Service).
The failure of Skooli to enforce any right or provision of these User 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 Skooli. Except as expressly set forth in these User Terms of Service, the exercise by either party of any of its remedies under these User Terms of Service will be without prejudice to its other remedies under these User Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these User Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these User Terms of Service will remain in full force and effect.
Copyright © 2020 Kesson Group Inc. All rights reserved.