Teachers1on1 Terms and Conditions

Date Updated: 06.11.2021

1. Introduction; Acceptance of Terms and Conditions.

Welcome to the content platform operated by Teachers1on1, LLC, a Florida limited liability company (“Teachers1on1”), located at the website available at  http://www.teachers1on1.com  (the “Platform”), and all related services, software applications, web applications, and networks that allow for the authorized distribution of content over the internet. These Terms and Conditions (the “Terms”) constitute a binding agreement between an individual visitor, customer, member, user, or parent or legal guardian of the aforementioned(“User(s)”,“you”, or “your”), and Teachers1on1, and govern the use by Users of the Platform and the content, products and services offered through the Platform (collectively, the “Services”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CHECK OR CLICK ON, OR OTHERWISE AGREE TO THESE TERMS AND YOU MUST IMMEDIATELY LEAVE THIS PAGE AND NOT ACCESS OR USE THE PLATFORM OR ANY OF THE SERVICES. Upon Teachers1on1’s request, you agree to sign a non-electronic version of these Terms.

2. Changes to Terms of Use and Services.

THESE TERMS MAY BE AMENDED OR MODIFIED BY TEACHERS1ON1’S IN TEACHERS1ON1’S SOLE DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. Teachers1on1indicates on the top of the page when these Terms were last modified. Your continued access or use of the Platform or any of the Services following such modifications will be deemed acceptance of such modifications, which will apply on a going-forward basis from such acceptance. In addition, Teachers1on1reserves the right to modify or cease providing all or any portion of the Services at any time, with or without notice. You agree it is your obligation to regularly return to this page to ensure familiarity with, and agreement to, the most recent version of these Terms.

3. Privacy Policy.

Teachers1on1is committed to protecting the privacy of the personal information you provide to us through the Platform. Any personal information submitted through the Platform by you is subject to the Teachers1on1 Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference. PLEASE REVIEW THE PRIVACY POLICY TO UNDERSTAND TEACHERS1ON1’S PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION. The date of the last modification to the Privacy Policy will be noted at the top of the Privacy Policy.

4. Use of Services by Minors and Blocked Persons.

Signing up for the Services is available to: (i) persons over the age of 13; and (ii) persons under the age of 13 who have the consent of a parent or legal guardian ( “User”). Signing up for the Services is not available to persons under the age of 13 and without the consent of a parent or legal guardian. If you have any questions, you may contact the Teachers1on1 customer service department at support@teachers1on1.com. Additionally, Users who have previously been banned from the Platform (or are currently under a suspension) are prohibited from accessing the Platform and Services (see Section 15 below for more about suspension and removal).

TEACHERS1ON1 STRONGLY ENCOURAGES PARENTS AND/OR LEGAL GUARDIANS TO PARTICIPATE IN LESSONS WITH THEIR CHILDREN AND/OR WARDS.

5. Account.

In order to access the Services, you will be required to create an account with the Platform (an “Account”), and you may be subject to additional contractual terms and conditions applicable to such Services (“Additional Terms”), which Additional Terms will be accessible to you on the Platform or presented to you as Additional Terms when you register for or access any portions of the Services requiring your additional review and agreement. Any Additional Terms shall be incorporated into and form a part of these Terms. Your Account is for your individual, personal use only, and you may not authorize others to use your Account for any purpose with the exception of your parent or legal guardian if applicable. You will not create more than one account for yourself. In creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person’s account for any reason. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and password, and you agree to accept sole responsibility for all activities that occur through your Account. You will not buy, sell, rent, or lease access to your Account without Teachers1on1’s prior written permission. You agree to contact our customer service department immediately in the event of any actual suspected or action breach of security, unauthorized use of your Account, or any violation of these Terms by others of which you are aware. You agree that Teachers1on1shall have no liability for any losses, damages, liabilities or expenses you may incur due to any unauthorized use of or access to your Account, and you agree to indemnify and hold us harmless for any such unauthorized use. Teachers1on1reserves the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.

6. Provider and User Content; Assumption of Risk.

The Services consists of a platform for providers of educational support, services, and materials (“Teachers”) to provide educational courses, coursework, collaboration activities, and support services at User’s request (“Teacher Content”). The Services may further provide a platform for Users to create, upload and/or display content of their own creation, including audiovisual content, written works posted on message boards, chat and blogs, and other content, including, without limitation, videos, music, images and text (collectively, “User Content”, or together with “Teacher Content”, “Content”). You represent and warrant to Teachers1on1 that you wish to access, engage, interact, communicate with or otherwise be exposed to Teacher Services and Teacher Content and such content is in compliance with the community standards in your area and other applicable laws and regulations. You understand that when using or accessing the Platform or Services, you will be exposed to Teacher Content and User Content from various groups and individuals, and that Teachers1on1 is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Teacher Content or User Content. You further understand and acknowledge that you may be exposed to Teacher Content or User Content that is inaccurate, offensive, indecent and/or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Teachers1on1 with respect thereto. Teachers1on1 does not endorse any Teacher Content or User Content. Any opinion, recommendation, or advice expressed therein, and Teachers1on1 expressly disclaims any and all liability in connection with such Teacher Content or User Content. The views and opinions expressed in the Teacher Content and User Content are solely those of the account which provided such content and not those of the Platform. Teachers are independent contractors and are not endorsed, employed by, or agents of Teachers1on1. YOU FULLY ASSUME ALL RISK OF LOSS OR HARM ARISING OUT OF YOUR USE OF THE PLATFORM OR SERVICES.

All of the provisions in this Section 6 shall apply with equal force to Teacher Content and User Content that includes advertorials, native advertising, or sponsorship (“Sponsored Content”). Without limitation, all of your representations, warranties, indemnification obligations, and other obligations under the Terms will apply equally to Sponsored Content as they would to any other content you submit. You are solely responsible for ensuring that your Sponsored Content complies with all applicable federal, state, and local laws, rules and regulations, including without limitation the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials (“FTC Guidelines”), including all required disclosures and disclaimers.

As with Teacher Content or User Content, Teachers1on1 assumes no liability for Sponsored Content Submitted by you or any other users of the Service, or for any product or service offered by or through Sponsored Content (“Sponsored Products and Services”). You shall be solely liable for Sponsored Content that you submit to the Service and all elements of it, including without limitation for Sponsored Products and Services and for any other consequences of transmission of Sponsored Content through the Service.

In addition to all other termination provisions set forth in the Terms, Teachers1on1 reserves the right, but does not undertake the obligation, to terminate immediately your access to the Service if you fail to make disclosures in any Sponsored Content You submit in accordance with the FTC Guidelines or as otherwise required by applicable law. Further, in the event that Sponsored Content submitted by you includes material or promotes products or services which, in Teachers1on1’s sole opinion, conflicts with or does not align with Teachers1on1’s business, community, ethical or other goals, then Teachers1on1 shall have the right (a) to require that You cease submission of the Sponsored Content and/or (b) immediately terminate your access to the Service.

7. Proprietary Rights; Limited License.

The Platform and Services are owned and operated by Teachers1on1. With the exception of the User Content and Teacher Content, the data and materials provided on the Platform or through the Services, including without limitation, Teachers1on1’s trademarks, service marks, logos, visual interfaces, graphics, design, compilation, information, content, software, computer code (including source code or object code), text, pictures, videos, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are the intellectual property of Teachers1on1 and are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence). Except as expressly authorized by Teachers1on1, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer, or otherwise make use of the Materials. All Materials are provided to you solely for your information and personal, non-commercial use. If, with authorization, you download or print a copy of the Materials for personal use, you must retain all copyright, trademark, or other proprietary notices. Teachers1on1 reserves all rights not expressly granted in and to the Platform, Services, and Materials. Subject to your compliance with these Terms, Teachers1on1 hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to access, view and use the Services for non-commercial purposes. As more fully provided below, with respect to the User Content and Teacher Content all such content is owned by the person or people who provide such content.

8. Opt In/Out

By signing up for Teachers1on1 Services, you agree to these Terms and Conditions and applicable Privacy Policy. You consent to receive phone calls and SMS messages from Teachers1on1 to provide updates on your order and/or for marketing purposes. Message frequency depends on your activity. You may opt-out by texting "STOP" to 86753. Message and data rates may apply.

9. Third Party Links and Pages; Reliance on Content and Advice.

The Platform or Services may include hyperlinks or banner ads to third party websites, content and/or resources (collectively, “Third Party Content”). You acknowledge and agree that Teachers1on1has no control over and are not responsible for the availability of any such Third Party Content, and Teachers1on1does not endorse any advertising, products, or other materials on or available from such Third Party Content. Each such third party will be governed by their own terms of use and privacy policy separate from the Teachers1on1 Terms and Privacy Policy. Because Teachers1on1cannot control the activities of such third parties, Teachers1on1cannot accept responsibility for any use of your personal information by such third parties. If you visit or link to Third Party Content, you should consult that third party’s terms of use and privacy policy before providing any personal information. You agree that Teachers1on1shall have no liability for any losses, damages, liabilities, or expenses you may incur due to your use of such Third Party Content, and you agree to indemnify us and hold us harmless for any such use.

Opinions, advice, statements, offers or other information or content made available through the Services are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Teachers1on1does not: (i) guarantee the accuracy, completeness, or usefulness of any information through the Services; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by any party that appears through the Services. Under no circumstances will Teachers1on1or Teachers1on1’s affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted through the Services or transmitted to or by any of Teachers1on1 Users or Teachers.

10. Content Provided “AS IS”; Access to Content.

You understand that Teacher Content and User Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such content originated. Teachers1on1does not control this content and do not guarantee its accuracy, integrity or quality. All such content is provided “AS IS” without representation or warranty of any kind. You agree that under no circumstances shall Teachers1on1be liable to you in any way in connection with any Teacher Content or User Content, including but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content. Teachers1on1claims immunity from liability to the fullest extent permitted by law, and as further provided under the Communications Decency Act, for any content provided by third parties. Neither Teachers1on1’s actions nor any provision of these Terms is intended to waive, remove or usurp such immunity.

11. Non-Commercial Use.

The Services are made available for your personal use. You will not use the Services to advertise or solicit any User to buy or sell any other products or services nor make any investment. You may not transmit any chain letters, junk or spam e-mail to other Users. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without the applicable User’s prior express written consent. If you breach the terms of this section and/or send or post unsolicited bulk e-mail, spam or other unsolicited communications of any kind through the Services, Teachers1on1reserves all rights, claims and causes of action Teachers1on1may have, statutory or otherwise, including but not limited to, the right to seek statutory penalties for each such unsolicited communication you send through the Services.

12. Personal Communications and License to Your Content; Right to Block or Remove Content.

You acknowledge and agree that your communications with Teachers or Users via chats, conferences, bulletin boards, blogs, posts and any other avenues of communication through the Services are public and not private communications. Therefore, Teachers1on1strongly encourage you to use caution before disclosing any personal information about yourself in your public communications. Teachers1on1is not responsible for information that you choose to communicate to other Users, or for the action of any Teacher or any Users, and you agree to indemnify us and hold us harmless from any losses, liabilities, damages or expenses you may incur due to such communications or actions. Except as provided in the Privacy Policy, once you post, send or otherwise make available any content through the services, you expressly grant us, and hereby represent that you have the right to grant us, a perpetual, irrevocable, worldwide, assignable right and license to quote, re-post, use, copy, reproduce, modify, create derivative works of, incorporate into other works, distribute, transmit, broadcast, communicate, publicly display, publicly perform and otherwise exploit such content in any form or media, anywhere, and without any notice or compensation to you of any kind. You hereby grant us all consents, rights and clearances to enable us to use such content for such purposes. Such content may be searchable by, and you may be able to view and search such content on, different websites (i.e., different URLs in the form of “co-brands” or “private labels”) operated by us or Teachers1on1’s affiliates. Such content may also be searchable by third party search engines, such as Google, Yahoo and Bing.

Teachers1on1 reserves the right, but not the obligation, to cease transmission of, block or remove any content, including, but not limited to, User Content or Teacher Content, in whole or in part, that Teachers1on1, in Teachers1on1’s sole discretion, deem to be in violation of these Terms or otherwise harmful to persons using the Services, regardless of whether such content or its dissemination is unlawful. Teachers1on1retain the right, but not the obligation, to monitor any and all transmissions and postings of content and other materials from time to time to investigate or prevent violations of these Terms. In addition, Teachers1on1may also limit and/or filter the number of e-mails, chat messages, or posts sent or received by any or all Users and/or Teachers.

13. Your Additional Representations and Warranties.

You further represent and warrant to us, under penalty of perjury, and covenant as follows:

a) You will not provide or permit unauthorized access or use of the Services or your Account, and will prevent unauthorized individuals from such access or use as set forth in Section 5;

b) The information you have provided to us in connection with your Account is current, complete and accurate and you will promptly update all information to keep your Account and billing information complete and accurate in the event of any change (such as a change of billing address, credit card number or expiration date);

c) You have not and will not access or use the Services from any place or jurisdiction where such use is prohibited or contrary to applicable laws, rules, regulations, ordinances, edicts or customs;

d) Your use of the Services is and will be in compliance with all applicable laws, rules, regulations, ordinances, edicts or customs;

e) You will not use any robot, spider, scraper, or other automated measures to (i) access or use the Services, (ii) circumvent any technical measures Teachers1on1uses to provide the Services, or (iii) cause harm to us or Teachers1on1’s affiliates;

f) You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

g) You will not upload, post, e-mail, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

h) You will not upload, post, e-mail, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements);

i) You will not upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, affiliate marketing codes, link referral code, or any other form of commercial solicitation;

j) You will not upload, post, e-mail, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;

k) You will not upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, networks, or telecommunications equipment;

l) You will not interfere with or disrupt the Services, or the servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services, including using any device, software, or routine to bypass robot exclusion headers;

m) You will not collect or store personal data about other Users without their consent (including, but not limited to, manually or through the use of scripts, bots or web crawlers) or upload, post, e-mail, transmit, chat or otherwise disclose one or more other Users’ private information; and

n) You will not disclose any personal information (telephone numbers, addresses, last names, URLs, e-mail addresses or usernames to any money transfer service, etc.”) in any User profile that you create.

o) You will not attempt to circumvent any content-filtering techniques Teachers1on1employs, or attempt to access areas or features of the Services that you are not authorized to access.

p) You will not probe, scan, or test the vulnerability of the Services or any system or network.

PLEASE REPORT ANY VIOLATIONS OF THIS SECTION OR THESE TERMS TO THE CUSTOMER SERVICE DEPARTMENT IMMEDIATELY.

14. User/Teacher Interactions and Disputes.

You are solely responsible for your interactions with other Users and Teachers. You understand and agree that Teachers1on1 has no obligation to screen Users or Teachers; inquire into the background of Users or Teachers; or attempt to verify the statements of Users or Teachers. Teachers1on1makes no representations or warranties as to the conduct of Users or Teachers. If you find other Users’ or Teachers’ information or content to be offensive, harmful, inaccurate and/or deceptive, you may report abuse by contacting customer support. With respect to interactions through the Platform, Teachers1on1reserves the right, but have no obligation, to monitor disputes between you and other Users or Teachers and/or to terminate or block you and other Users or Teachers for violations of these Terms. Should you decide to communicate or interact with one or more Users or Teachers outside of the Platform, Teachers1on1will be unable to assist with such interactions regardless of whether or not such interaction began on the platform. Please also use caution, common sense, and safety when using the Services to interact with other Users or Teachers. Teachers1on1further reserves the right, but have no obligation, to conduct any credit, criminal, or other background checks using publicly available records, at any time, to confirm your compliance with these Terms.

In the event that you have a dispute with one or more other Users and/or Teachers, you hereby release us and Teachers1on1 affiliates, shareholders, directors, officers, employees, agents, successors and assigns from any and all claims, demands, damages (actual and consequential), losses and liabilities of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you waive California Civil Code Section 1542 which says: “A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

15. User Fees.

Viewing Fees. Certain Services provided to Users are subject to content viewing fees (“Content Viewing Fees”). The Content Viewing Fees (e.g., periodic, pay-per-minute, pay-per-view, etc.) for each item of Content are specified to Users when they select specific Content for viewing and such fees may be different for different pieces of Content. Content may recur on a periodic basis or per interaction. All Content is subject to applicable Content Viewing Fees. To the extent such fees are recurring, this will be disclosed prior to purchase. By electing to view any Content, the User will be deemed to have agreed to pay the Content Viewing Fees applicable to such Content as posted on the Service at the time the User elects to view each item of Content. Content Viewing Fees shall be paid for using credits that Users purchase which may be redeemed solely for specified Services (“Credits”). Credits, as well as unused balances, may not be redeemed for cash and may not be returned or forfeited for a cash refund, except as may be required by applicable law. In addition, Credits and unused balances are not transferable.

Subscriptions and Renewals. If Users are afforded the opportunity to subscribe to receive certain Content by payment of a periodic subscription fee (“subscriptions”), rather than paying separately for each individual item of Content, then in order to provide continuous service, Teachers1on1may automatically renew all subscriptions for the Services on the day such subscriptions expire. Such renewals shall be (i) for a period equivalent to the period of your initial subscription to the Services or a shorter period of time if specified, and (ii) in Teachers1on1’s discretion, at the then current price of the same or comparable Services then in effect. In addition, Teachers1on1sometimes offers special promotions that have renewal periods of different duration than the initial subscription term. In all cases, if you do not wish for your subscription to renew automatically, please deactivate auto-renew under your profile settings.

Teachers1on1 reserves the right to suspend or terminate your access to any subscription-based part of the Service without notice upon rejection of any charges or if the bank or other entity that makes payment on your behalf (or its agent or affiliate) seeks return of payments previously made when Teachers1on1 believes You are liable for the charges. Teachers1on1 also reserves the right in its sole discretion to suspend or terminate your access to any subscription-based service if you are found, at the sole discretion of Teachers1on1, to be in breach of these Terms, or if You are suspended or banned, for any reason. In such event, any and all Credits in your account will be deemed forfeit. Should you access an account following a ban or while you are suspended from the Platform, such account will be subject to termination without warning and all Credits in such account will be deemed forfeit.

Authorization to Charge. Your non-termination or continued use of the Services reaffirms that Teachers1on1is authorized to charge your chosen payment provider per the terms of the purchase at the time the purchase was made. Teachers1on1may submit those charges for payment and you will be responsible for such charges. This does not waive Teachers1on1’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to, or otherwise joined, the Services. Any change to such billing practice will be posted here and in the Billing Page in your account.

Transaction Fees. Teachers1on1may use credit card processors or banks (domestic or internationally) to process your transactions. In some instances, banks or credit card processors may charge transaction or similar fees. Such fees are your responsibility. Before purchasing any Services, please check with your bank or credit card issuer for more information about its policies regarding transaction and similar fees.

Subject to any applicable additional terms and conditions, all purchases are final and non-refundable. And because Teachers1on1’s performance begins once you tap buy and Teachers1on1gives you immediate access to your purchase, you waive any right you may have under EU or other local law to cancel your purchase once it’s completed or to get a refund. BY ACCEPTING THESE TERMS, YOU AGREE THAT TEACHERS1ON1 IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

16. Termination.

Teachers1on1reserves the right to terminate or restrict your access to or use of the Services, without notice or liability, for any or no reason whatsoever. In addition, Teachers1on1may terminate your Account and any subscription with us by sending notice to you at the e-mail address you provided upon registration. Upon termination of your Account, you will not be entitled to any refund of any unused Credits or other prepaid fees unless otherwise required by applicable law. All decisions regarding the termination of Accounts shall be made by us in Teachers1on1’s sole discretion. You will not create another account if Teachers1on1has already disabled your account, unless you have Teachers1on1’s written permission to do so. Teachers1on1is not required, and may be prohibited, from disclosing to you the reason for termination of your Account or subscription. You may terminate your Account and/or subscription with us at any time, and termination will be effective upon receipt of notice from you. TEACHERS1ON1DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY AMOUNTS PREPAID BY YOU AND YOU WILL NOT RECEIVE ANY REFUND FOR ANY UNUSED DAYS OF ANY PERIODIC SUBSCRIPTION TERM UNLESS OTHERWISE REQUIRED BY LAW.

Upon termination of your Account/subscription for any reason, these Terms shall survive termination in accordance with their respective terms.

17. Disclaimer of Warranties.

THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TEACHERS1ON1 EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES TO THE FULLEST EXTENT PROVIDED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAW PROHIBITS TERMS OF USE FROM DISCLAIMING ANY IMPLIED WARRANTY, SUCH IMPLIED WARRANTY SHALL BE LIMITED TO THE MINIMUM WARRANTY PERIOD REQUIRED BY LAW, AND IF NO SUCH PERIOD IS REQUIRED, THEN THIRTY (30) DAYS FROM FIRST USE OF THE SERVICES. TEACHERS1ON1 CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR SERVICES. WITHOUT LIMITING THE FOREGOING, TEACHERS1ON1 DOES NOT WARRANT THAT (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

18. Limitation of Liability.

IN NO EVENT WILL TEACHERS1ON1, ITS OWNERS, OPERATORS, AFFILIATES, AND/OR LICENSORS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES. EVEN IF TEACHERS1ON1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST TEACHERS1ON1 WITH RESPECT TO THE SERVICES, THE SITE, ALL CONTENT WHICH MAY BE VIEWED THEREON AND ANY INTERACTIONS BETWEEN YOU AND ANY OTHER USER OR TEACHER. YOU AGREE THAT IN NO EVENT SHALL TEACHERS1ON1’S LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, DURING THE 90 DAY PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

19. Indemnification.

YOU AGREE TO INDEMNIFY AND HOLD TEACHERS1ON1, ITS OWNERS, OPERATORS, AFFILIATES, AND/OR LICENSORS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS AND ASSIGNS, HARMLESS TO THE FULLEST EXTENT ALLOWED BY LAW REGARDING ALL LOSS, LIABILITY, CLAIM, DAMAGE, DEMAND OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES, ARISING FROM ANY MATTERS RELATED TO CONTENT AND/OR USE OF THE SITE OR SERVICES AND/OR ANY BREACH OR VIOLATION BY YOU OR OTHERS OF THESE TERMS. YOU FURTHER AGREE TO INDEMNIFY AND HOLD THE ABOVE LISTED INDEMNITIES HARMLESS FOR ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES IN THE EVENT THAT YOU FIND OTHER USERS’ OR TEACHERS’ CONTENT TO BE OFFENSIVE, HARMFUL, OBSCENE, INACCURATE AND/OR DECEPTIVE.

20. U.S. Export Controls.

Software and content provided through the Platform and the Services is subject to United States export controls. No software or content from the Platform or the Services may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using any such software or content, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

21. Governing Law; Venue.

These Terms shall be governed by the laws of the State of Florida, without regard to its conflict of laws rules or principles. Users agree to the exclusive jurisdiction and venue in Florida for all arbitration and other proceedings arising out of these Terms.

22. Arbitration of Disputes.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN USERS AND US OR ANY OF TEACHERS1ON1’S AFFILIATES OR THEIR RESPECTIVE AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”), as modified by these Terms, and will be administered by the AAA before a single arbitrator. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIMS. Nothing contained in this Section 21 shall be deemed to prohibit us from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve Teachers1on1’s rights in and to intellectual property or confidential information. The prevailing party will be entitled to receive from the non- prevailing party its costs relating to the arbitration proceeding including but not limited to, the arbitrator’s fees, attorneys’ fees and costs, witness fees, transcription fees, etc. and sales and use taxes thereon, if any. No part of the arbitration will be open to the public or media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. This arbitration agreement will survive the termination of your relationship with Teachers1on1.

23. Class Action Waiver.

You and Teachers1on1 each acknowledges and agrees that it is the intent of the parties that arbitration and litigation between the parties will be of the parties’ individual claims, and that none of their respective claims may be arbitrated or litigated on a class-wide basis.

24. Electronic Communications.

By using the Platform or the Services, you consent to receiving electronic communications (e.g., e-mail) from us or Teachers1on1’s affiliates. These communications will include notices about your Account and information concerning or related to the Services. These communications are part of your relationship with us and you receive them as part of your subscription. You agree that any notice, agreements, disclosures or other communications that Teachers1on1sends to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing.

25. Severability.

If any provision of these Terms is held to be unenforceable under applicable law, such provision shall be excluded from these Terms, and the remainder of these Terms shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

26. Merger; Translations.

These Terms represent the entire understanding between the parties with respect to the subject matter hereof and supersede all previous understandings, written, oral or implied. Where Teachers1on1has provided you with a translation of the English version of these Terms, you agree that the translation is provided for your convenience only and that the English version of these Terms will govern your relationship with us. If there is any contradiction between the English version of these Terms and any translation, the English version shall take precedence.

27. Force Majeure.

Neither you nor Teachers1on1shall be held responsible for any delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party’s reasonable control.

28. Construction.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the content of any provision of these Terms. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neutral forms.

29. Waiver.

Failure to enforce any provision of these Terms shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of us at Teachers1on1’s director level or above.

30. Limitation of Claims.

You agree that any claim or cause of action arising out of or related to these Terms or your use of the Platform or Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

31. Assignment.

You may not resell, assign or transfer any of your rights or obligations under these Terms without our prior written consent. Teachers1on1may resell, assign or transfer Teachers1on1’s rights and obligations under these Terms at any time without restriction and without notice or consent.

32. Unsolicited Materials and Ideas.

Users may not utilize the Website or any interactions related thereto, to submit any information, ideas, suggestions, concepts, creative ideas or designs, scripts, video or music compositions, suggestions or materials with respect to which a User has any expectation or claim of ownership or proprietary rights. If you submit any such materials, you agree that it is with the understanding that you will not be entitled to any compensation whatsoever for the ultimate use by us (including any affiliate, member, shareholder, partner or employee), any User, or any other person or entity, for the use of same and by submitting such materials, you are deemed to have renounced any claims of ownership, copyright, trademark, moral rights or other proprietary rights with respect thereto.

33. Binding Agreement.

These Terms shall be binding upon the parties and their successors and permitted assigns.