Terms of Service
Elite Direction Terms of Service
Last Updated – March 15th, 2019
Elite Direction and its affiliates (collectively, “Elite Direction” or “We”), provides this website, including all services offered hereon (the website and the services are collectively referred to as the “Site”) and these Terms of Use govern your use of this Site. Please carefully read this Terms of Use, which includes the Privacy Policy. If you (“You” or “User”) are under eighteen (18) years of age or the age of majority in your jurisdiction, then please read these Terms of Use and the Privacy Policy with your parent or legal guardian. By using, accessing or purchasing access to this Site, you represent that you (or your parent or legal guardian on your behalf if you are a minor) have read, understood and agree to the Terms of Use in their entirety, including the Privacy Policy. If you, or in the case that you are a minor, your parent(s) or legal guardian(s) do not agree with any part of the Terms of Use, including the Privacy Policy, then please do not use, access or purchase access to the Site.
Please read carefully the following terms and conditions (“User Terms of Service”) and our Privacy Policy, which may be found at elitedirection.com. These User Terms of Service govern your access to and use of the Site, Services and Collective Content (defined below) and constitute a binding legal agreement between you and Elite Direction.
Key Service-related Terms
“Content” means text, graphics, images, software, audio, video, information or other materials.
“Collective Content” means, collectively, Elite Direction Content and User Content.
“Instructor” means a tutoring or educational services provider accessible via the Services.
“Elite Direction Content” means Content that Elite Direction makes available through the Site or Services, including any Content licensed from a third party, but excluding User Content.
“Lesson Services” mean any tutoring or educational services a User may receive from a tutor related to a User’s Elite Direction account or the Services.
“User” means a person who completes the account registration process to seek and/or schedule Lesson Services for a student or his or her self (e.g., a student, parent or guardian).
“User Content” means Content that an Instructor or User posts, uploads, publishes, submits or transmits to be made available through the Site or Services in connection with the Lesson Services or otherwise, including, but not limited to, Questions and related answers posted by Users and Experts via the Services.
Certain areas of the Site (and your access to or use of certain Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these User Terms of Service and terms and conditions posted for a specific area of the Site, Services or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services or Collective Content, as applicable.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE USER TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE. IF YOU DO NOT AGREE TO THESE USER TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR COLLECTIVE CONTENT. If you accept or agree to these User Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these User Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
1. Changes in Terms of Use
Elite Direction has the right to change or modify the Terms of Use, including the Privacy Policy, applicable to your use of the Site, or any part thereof, or to impose new conditions, including, but not limited to, adding or changing fees and charges for use at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting within the Site, or by electronic or conventional mail, messaging, or by any other means by which you may obtain notice thereof. Any use of the Site by you subsequent to such notice shall be deemed to constitute your, or in the case that you are a minor, your parent’s or legal guardian’s acceptance of such changes, modifications or additions.
2. Eligibility; Account Registration and Usage
In order to access certain features of the Site and Services you must register to create an account (“Account”) and become a “User”. To become a User you must be at least 13 years of age and only Users that are at least 18 years of age may purchase the Lesson Services (defined below). Any purchase of Lesson Services by anyone under 18 is expressly prohibited and by doing so you represent and warrant that you are 18 or older.
As part of the Services, a User can add other Users or individuals to his or her Account (“Multi-User Accounts”), where the User who creates a Multi-User Account (the “Administrator”) can purchase Lesson Services to be used by other individuals or Users. Each such individual or User is referred to as an “Authorized User”. Via the Services, the Administrator can monitor the progress of Authorized Users. Without limiting any other terms of these User Terms of Service, as an Administrator you understand and agree that you will ensure that all Authorized Users comply with the terms and conditions of these User Terms of Service and will be liable for any violations thereof by your Authorized Users.
When you register with Elite Direction and set up your Account, you: (I) agree to provide Elite Direction 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 Elite Direction, 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 password that you are not authorized to use.
You are responsible for safeguarding and maintaining the confidentiality of your login information 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 under your Account, whether or not you have authorized such activities or actions. You will immediately notify Elite Direction of any unauthorized use of your password or Account.
You agree that you will not permit, enable, introduce or facilitate (i) persons who do not have an Account to have access to or use the features of the Site and Services only made available to Users; and (ii) other Users to use a specific Lesson Service through your Account, including at the same time that you are doing so.
Elite Direction grants you a personal, limited, non-exclusive, revocable license to access and use this Site for your personal use subject to this Terms of Use. Elite Direction reserves the right to suspend or terminate operation of this Site at any time for any reason without liability to you. Elite Direction has the right to suspend or terminate your User Account and refuse any and all current or future use of the Sites to you if you violate any part of this Terms of Use. Elite Direction has the right to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use, at any time without notice or liability to you.
In addition to other proprietary rights specified in this Terms of Use, Users may not: i) frame or utilize framing techniques to enclose any element, including without limitation, any text, graphics, images or trademarks on the Site (collectively, “Elements”); ii) gather, obtain, use, access or otherwise copy the Site or any Elements thereof by using any bot, spider, crawler, spy ware, engine, device, software or any other automatic device, utility or manual process of any kind; iii) use the Site or any features available on the Site in any manner with the intent to interrupt, damage, disable, overburden or impair the Site; iv) directly or indirectly attempt to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site; or v) engage in any activity that interferes with another User’s access, use or enjoyment of this Site.
3. Privacy
See the Elite Direction Privacy Policy at elitedirection.com for information and notices concerning Elite Direction’s collection and use of your personal information.
4. Purchasing Lesson Services
In order to pay for Lesson Services purchased via the Site and Services, except in connection with a Trial Period (described below), Users age 18 years of age or older must provide valid payment information before connecting with an Instructor. Lesson Services may be purchased in three (3) forms: (i) on a per hour basis; (ii) as a pre-paid monthly subscription package; or (iii) as a standard pre-paid package. Lesson Services purchased on a per hour basis are charged based upon the time of use of the Lesson Services and must be used in full once the lesson has begun. Any unused time will be forfeited at the expense of the User. All Lesson Services purchased as a pre-paid package will be billed at the time of package selection. Lesson Services purchased as a pre-paid subscription package are charged on a monthly basis. Any time for Lesson Services used beyond the Pre-Paid Minimum will be billed to your Account on a per hour basis. All Lesson Services fees are charged in USD currency.
When you choose to purchase Lesson Services via the Site and Services, you will be required to provide customary billing information such as your name and payment method. You agree to pay Elite Direction for any Lesson Services used or ordered by you or any other User of your Account and you hereby authorize the collection of such amounts by charging your chosen payment method, either directly by Elite Direction or indirectly, via a third party online payment processor. If you are directed to Elite Direction’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. You agree to pay the applicable fees and any taxes and other fees that may accrue in relation to use of the Site and Services via your Account, if any. All fees for Lesson Services are non-refundable, except as expressly provided in these User Terms of Service and you agree all sales are final. If you pay by credit or debit card we may obtain a pre-approval from the issuer of the card for the amount of the purchase. The selection of and pricing related to Lesson Services offered via the Site and Services may change at any time, in Elite Direction’s sole discretion.
5. Trials
Elite Direction may offer free or discounted trials during which Users may use the Services to receive Lesson Services from Tutors for the time period specified in the promotional offer (“Trial Period”). In order to use the Services during a Trial Period, you will be required to provide payment information as described in the section titled “Purchasing Lesson Services” above. Trials may not be combined with any other offer and are only available to Users who do not currently have an Account at the time of registration, unless otherwise stated in the promotion details. Elite Direction reserves the right, in its sole discretion, to revoke any Lesson Services time made available to you or purchased by you in connection with a Trial Period if it believes that you have created multiple Accounts via the Services. At the conclusion of the Trial Period, you will be billed for any time used beyond the specified Trial Period as described herein and via the Services.
All decisions regarding your balance will be final and at Elite Direction’s sole discretion. Notwithstanding the foregoing, Elite Direction is not responsible if your Account is accessed or used by a third party without your permission.
6. Refunds
If for any reason you are not satisfied with a tutor after receiving a Lesson Services from such Instructor, please contact us at support@elitedirection.com. All refunds are at Elite Direction’s sole discretion.
7. Interaction with Instructors and Use of Lesson Services
You agree that you will treat Elite Direction instructors with respect and not use obscenities, make threats, or discuss matters other than those directly related to the academic subject for which you seek help. You agree that you will not solicit any personal information from any instructor, and agree that if any instructor ever discloses such information to you, asks you for any personal information, or suggests any offline meeting or conversation, you agree to immediately notify us by email at support@elitedirection.com
Instructors are made available as per the service terms of each program, though there may be a delay in getting a personal instructional or tutoring session due to the following reasons:
• due to unavailability of Instructors at the specific time;
• due to technology problems; or
• during site maintenance.
By using the Site or Services, you, and any third party that may use the Site and Services under your Account, agree (i) any legal remedy or liability that you or such third party seek to obtain for actions or omissions of Instructors, Users or other third parties will be limited to a claim against the particular Tutor, User or the third parties who caused you, or such third party harm; and (ii) not to attempt to impose liability on, or seek any legal remedy from Elite Direction with respect to such actions or omissions. In addition, Elite Direction is not responsible for the use or exchange of any information or files between Instructors and Users. Further, Elite Direction does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by Instructors or Users. 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. If you ever believe that another User or Instructor has violated law or is defrauding, threatening or endangering anyone, Elite Direction urges you to immediately contact the police directly for help.
8. General Prohibitions
You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, 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; (vii) promotes illegal or harmful activities or substances; or (viii) would cause harms to another User’s or Instructor’s computer is downloaded.
You also agree not to:
Use, display, mirror or frame the Site, or any individual element within the Site or Services, Elite Direction’s name, any Elite Direction trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Elite Direction’s express written consent;
Access, tamper with, or use non-public areas of the Site, Elite Direction’s computer systems, or the technical delivery systems of Elite Direction’s providers;
Attempt to probe, scan, or test the vulnerability of any Elite Direction system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Elite Direction or any of Elite Direction’s providers or any other third party (including another user) to protect the Site, Services or Collective Content;
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 Elite Direction or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing an Elite Direction trademark, logo URL or product name without Elite Direction’s express written consent;
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;
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;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content;
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;
Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Elite Direction will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Elite Direction may involve and cooperate with law enforcement authorities in prosecuting users who violate these User Terms of Service. You acknowledge that Elite Direction 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. Elite Direction reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Elite Direction, at its sole discretion, considers to be in violation of these User Terms of Service or otherwise harmful to the Site or Services.
9. Links
The Site or Services may contain links to third-party websites or resources. You acknowledge and agree that Elite Direction 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 Elite Direction 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.
10. Attachments
Your use of the Site or Services may involve the exchange of file attachments between you and an Elite Direction Instructor. Elite Direction is not responsible or liable for the content of such attachments. You acknowledge sole responsibility for and assume all risk arising from your downloading any such attachments.
11. Modification
Elite Direction 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. We will also update the “Last Updated Date” at the top of these User Terms of Service. 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.
12. Termination and Account Cancellation
If you breach any of these User Terms of Service, Elite Direction 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. Elite Direction 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 Elite Direction 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 support@elitedirection.com.
13. Disclaimers and Limitation of Liability
(a) USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER’S OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
(b) NEITHER ELITE DIRECTION, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SITE, OR MERCHANDISE PROVIDED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS AND OTHER MATERIAL ON THE SITE OR ANY SITES OR SERVICES WITH WHICH IT IS LINKED.
(c) PRICE INFORMATION AND CONTENTS OR FEATURES OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
(d) THE SITE LINKS TO OR REFERENCES SITES, OTHER SERVICES AND INFORMATION LOCATED WORLDWIDE THROUGHOUT THE INTERNET. BECAUSE ELITE DIRECTION HAS NO CONTROL OVER SUCH SITES, OTHER SERVICES AND INFORMATION, ELITE DIRECTION MAKES NO GUARANTEE AS TO SUCH SITES, OTHER SERVICES AND INFORMATION, INCLUDING THE ACCURACY, CURRENCY, CONTENT OR QUALITY OF ANY SUCH SITES, OTHER SERVICES AND INFORMATION AND ELITE DIRECTION ASSUMES NO RESPONSIBILITY AS TO WHETHER A LINK OR REFERENCE LOCATES UNINTENDED OR OBJECTIONABLE CONTENT. FURTHERMORE, BECAUSE SOME CONTENT ON THE INTERNET CONSISTS OF MATERIAL THAT IS ADULT-ORIENTED OR OTHERWISE OBJECTIONABLE TO SOME PEOPLE, THE RESULTS OF A LINK OR REFERENCE ON THE SITE MAY UNINTENTIONALLY GENERATE LINKS OR REFERENCES TO OBJECTIONABLE MATERIAL. ELITE DIRECTION MAKES NO CLAIM THAT SUCH SURPRISES WILL NOT OCCUR.
(e) USER SPECIFICALLY ACKNOWLEDGES THAT ELITE DIRECTION AND ITS LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER VISITORS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
(f) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY CAUSED BY VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, NETWORKS, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS IN THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
(g) IN NO EVENT WILL ELITE DIRECTION, ITS AFFILIATES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ANY PART OF THE SITE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PART OF THE SITE. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT AND FEATURES ON THE SITE.
(h) YOU ACKNOWLEDGE AND AGREE THAT ELITE DIRECTION DOES NOTHAVE AN OBLIGATION TO CONDUCT REFERENCE CHECKS ON OR TO INTERVIEW OR SCREEN ANY USER OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, TUTORS, BUT MAY CONDUCT SUCH REFERENCE CHECKS OR INTERVIEWS IN ITS SOLE DISCRETION. 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 ELITE DIRECTION DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES, NOR DOES ELITE DIRECTION MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF TUTORS, USERS AND OTHER USERS OF THE SITE OR SERVICES. ELITE DIRECTION MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS, USERS 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 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 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, AND YOUR PARTICIPATION IN THE REFERRAL PROGRAM, REMAINS WITH YOU. NEITHER ELITE DIRECTION NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, COLLECTIVE CONTENT OR REFERRAL PROGRAM 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, DAMAGES RESULTING FROM USE OF THE LESSON SERVICES, INCLUDING, WITHOUT LIMITATION, IF YOU CHOOSE TO MEET WITH AN INSTRUCTOR IN PERSON, 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 INSTRUCTORS, 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 ELITE DIRECTION 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 ELITE DIRECTION’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, LESSON SERVICES, INVITE PROGRAM OR COLLECTIVE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ELITE DIRECTION FOR USE OF THE SITE, SERVICES, LESSON SERVICES OR COLLECTIVE CONTENT, IF YOU ARE HAVE MADE ANY PAYMENTS TO ELITE DIRECTION OR ONE HUNDRED DOLLARS ($100) (WHICHEVER IS GREATER), IF YOU HAVE NOT MADE ANY PAYMENTS TO ELITE DIRECTION, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ELITE DIRECTION 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.
14. Indemnification
You agree to indemnify and hold Elite Direction and its subsidiaries, affiliates, officers, agents, directors, licensors, contractors and employees harmless from any claims, actions, costs, liabilities, expenses and damages, including reasonable attorneys’ fees and expenses, made against Elite Direction by any third party due to or arising out of your use of this Site, your connection to this Site, your breach of any representation, warranty or obligation, your violation of this Terms of Use, or your violation of any rights of another user.
15. Lawful Use
User shall use the Site for lawful purposes only. User shall not post or transmit through the Site any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; or (iv) contains advertising or any solicitation with respect to products or services, unless Elite Direction has expressly approved such material in advance of its transmission. Any conduct by a User that in Elite Direction’s discretion restricts or inhibits any other User from using or enjoying the Site is expressly prohibited.
16. Ownership of Intellectual Property
(a) The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, and sound, portions of which are owned by Elite Direction and portions of which are owned by other parties and licensed to Elite Direction. The entire contents of the Site are copyrighted as a collective work/compilation. Elite Direction owns copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Elite Direction (or the copyright owner(s) if other than or in addition to Elite Direction). In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, copyright or other proprietary notice shall be made. User acknowledges that he/she does not acquire any ownership rights by downloading copyrighted material.
(b) The Site permits you to generate certain content, such as responses, essays, test answers and results, based on information provided by you (collectively and excluding the content referenced in this Terms of Use, (“User Content”). Elite Direction agrees that you shall retain ownership of your User Content provided however that by using this Site and submitting User Content to the Site, you hereby grant to Elite Direction and its affiliates and any applicable third party service providers a worldwide, non-exclusive, royalty-free, transferable right and license to reproduce, distribute, adapt, publicly perform and display and otherwise use and modify your User Content in connection with Elite Direction’s provision of the Site to you.
17. Uploading of Intellectual Property
User shall not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right, without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Site, User automatically grants, or warrants that the owner of such material has expressly granted Elite Direction the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User’s personal use. User hereby grants Elite Direction the right to edit, copy, publish and distribute any material made available on the Site by User.
18. Trademarks
Unless otherwise indicated, trademarks that appear on this Site are trademarks of Elite Direction, or its affiliates. All other trademarks not owned by Elite Direction or its affiliates that appear in this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Elite Direction or its affiliates.
19. Third Party Services
You understand and agree that provision of Lesson Services may require use of a third party website or service (each a “Third Party Service”). Your use of any Third Party Service is voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to provide the Lesson Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. Elite Direction shall 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.
20. Copyright Policy
Elite Direction respects copyright law and expects its users to do the same. It is our policy to terminate in appropriate circumstances Users, Instructors or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
21. Submissions
Elite Direction always welcomes suggestions and comments regarding the Site. Any comments or suggestions submitted to Elite Direction, either online or offline, will become Elite Direction’s property upon their submission. This policy is intended to avoid the possibility of future misunderstandings when projects developed by Elite Direction might seem to others to be similar to their own submissions or comments.
22. Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Elite Direction used herein are trademarks or registered trademarks of Elite Direction. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
23. Entire Agreement
These User Terms of Service constitute the entire and exclusive understanding and agreement between Elite Direction and you regarding the Site, Services, Invite Program and Collective Content, and these User Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Elite Direction and you regarding the Site, Services, Invite Program and Collective Content.
24. Controlling Law
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any cause of action of any nature arising out this Agreement shall be brought in the City and County of New York. This Terms of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
25. Headings
The section headings used herein are for convenience only and shall not be given any legal import whatsoever.
26. Assignment
You may not assign or transfer these User Terms of Service, by operation of law or otherwise, without Elite Direction’s prior written consent. Any attempt by you to assign or transfer these User Terms of Service, without such consent, will be null and of no effect. Elite Direction may assign or transfer these User Terms of Service, at 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.
27. Notices
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 Elite Direction via email (in each case to the address that you provide); 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.
28. Dispute Resolution
You and Elite Direction agree that any dispute, claim or controversy between you and Elite Direction, 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, Services or Invite Program (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and 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 Elite Direction 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 Elite Direction 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. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these User Terms of Service.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Elite Direction otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, and you pursue your claim in arbitration, then the arbitration will be conducted solely on the basis of documents you and Elite Direction submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the User Terms of Service of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Elite Direction will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Elite Direction will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the “Modification” section above, if Elite Direction 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 support@elitedirection.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Elite Direction’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 Elite Direction 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).
29. General
The failure of Elite Direction 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 Elite Direction. 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.
30. Contacting Elite Direction
If you have any questions about these Student Terms of Service, please contact Elite Direction at support@elitedirection.com or at 60 East 42nd Street, Suite 4600, New York, NY 10165.
