Terms and Conditions of Use
November 24th 2015
COURSMOS User Agreement
This agreement binds you or the company you represent ("you," or "your") to the terms and conditions set forth herein in connection with your use of Coursmos, Inc.'s ("our", "we", "company" or "Coursmos") software, mobile applications, services or other offerings on our site (collectively, our "products"). By using any of the company products or clicking on the "signup" button, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, click on the "cancel" button and do not use the company products. Company's acceptance is expressly conditioned upon your assent to all the terms and conditions of this agreement, to the exclusion of all other terms. If these terms and conditions are considered an offer by company, acceptance is expressly limited to these terms.
Coursmos reserves the right to change or modify these Terms and Conditions or any additional terms at its sole discretion at any time. If you do not agree to the modified terms for the Site, you should discontinue your use, because your continued participation constitutes binding acceptance of the modified Terms. Therefore, it is important that you read this page regularly to ensure you are familiar with the most updated Agreement.
If you are an Instructor (as defined below), you are also subject to the Instructor terms and conditions located at www.coursmos.com/terms/instructor-agreement (the "Instructor Terms"), which are hereby incorporated by reference into these Terms. If you are an Instructor and there is a conflict between these Terms and the Instructor Terms, the Instructor Terms will govern.
The Products enable students ("Students") to connect with independent contractor instructors (the "Instructors") who provide live and recorded instruction, tutoring, and learning services in our proprietary online classrooms (the "Courses"). Students and Instructors are, collectively, "Users." The Products include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.
Company reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that you accept those changes. You should visit the Site regularly to ensure you are aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision. The Company may modify the Products or discontinue their availability at any time.
To use certain Products, You will need to register and obtain an account, username and password. When you register, the information you provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your account, username, and password (collectively, Your "Account") and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Products. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying us of unauthorized access to Your Account.
You may not transfer Your Account to any other person and you may not use anyone else's Account at any time without the permission of the account holder. In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (I) the online conduct of such User; (II) controlling the User's access to and use of the Products; and (III) the consequences of any misuse.
4. USER’S ACCOUNT.
- You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
- If you elect to access or use Products that involve payment of a fee, then you agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If you provide credit card information to pay for such fees then you hereby represent and warrant that you are authorized to supply such information and hereby authorize the Company to charge your credit card on a regular basis to pay the fees as they are due.
- If your payment method fails or your account is past due, then we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Products pending resolution of any amounts due by You to Company.
5. USER RESTRICTIONS
Do not misuse the Site or any of the content provided on the Site. You may not interfere with the presentation or delivery of the content on the Site or try to access the Site using any method other than the interface and the instructions that we provide.
As a condition of accessing the Site, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site other than as expressly allowed under these Terms; (b) use Cosmos’s name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Site (including without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Site, place pop-up windows over its pages or otherwise affect the display of its page; (e) use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose; (f) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; or (g) otherwise interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site.
You may only access the Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Products. You agree not to use the Products or the Company Content (as defined below) to recruit, solicit, or contact in any form Instructors or potential users for employment or contracting for a business not affiliated with us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between you and any Instructors or other Users of the Products.
6. RULES FOR ONLINE CONDUCT.
You agree to use the Site in accordance with all applicable laws. You agree that you will not use the Site for organized partisan political activities. You also agree that you will not e-mail or post any of the following content ("Prohibited Content") anywhere on the Site:
- Content that defames, harasses, or threatens others.
- Content that exploits, harms, or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- Content that discusses illegal activities with the intent to commit such activities, or encourages others to commit such activities.
- Content that infringes or misappropriates another's intellectual property rights, including, but not limited to, copyrights, trademarks, patents, or trade secrets.
- Content that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties.
- Material that contains obscene (i.e., pornographic) language or images.
- Advertising, promotional materials, or any form of commercial solicitation.
- Content that impersonates or attempts to impersonate another user, person, or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).
- Content that otherwise harms other users or visitors to the Sites.
- Content that is otherwise unlawful or that violates any applicable local, state, national or international law.
Although we will not routinely screen or monitor content posted by users to the Site. We reserves the right to remove Prohibited Content of which it becomes aware (though it is under no obligation to do so).
7. INSTRUCTORS OBLIGATIONS.
- If You are instructing Users in connection with a Course You are an “Instructor” and the following additional terms and conditions apply, and You represent, warrant and covenant that:
- You are subject to the Company’s approval, which We may grant or deny in Our sole discretion;
- You need to visit http://www.coursmos.com and complete the Instructor enrollment form and if You will charge fees for Your Courses You will also need to agree to the Premium Instructor Pricing terms;
- You will be responsible for all of Your Submitted Content, that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Products in the manner contemplated by these this Instructor Agreement, and that no Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
- You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on and through the Site and the Products;
- You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
- You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Products or to Users;
- You will not use the Products for any business other than for providing tutoring, teaching and instructional services to Users of the Site;
- You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
- You will not copy, modify or distribute Company Content except as permitted in this Instructor Agreement;
- You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
- You will maintain Your enrollment and account information, and all such enrollment and account information shall be accurate;
- You shall respond promptly to Users seeking Your services and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
- You are over the age of 18 or if not a third party parent or legal guardian has agreed to the terms of this Instructor Agreement and will assume responsibility and liability for your performance and compliance hereunder.
- Instructor providing material and fees for their individual class will engage in a revenue sharing with the platform owner:
- Generally, the Company will pay You seventy percent (70%) of the Net Amount received for Your Course. The Net Amount equals the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in.
- You can participate at Marketing Programs the Company will pay You fifty percent (50%) of the Net Amount received for Your Course.
8. INTELLECTUAL PROPERTY, COPYRIGHTS AND DMCA NOTICE
The company respects all copyright, privacy, defamation and other laws relating to content and information and will not tolerate violation of such laws. Notwithstanding the foregoing, the company does not screen the submitted content and all use of the submitted content by you is at your own risk and the company shall have no liability for such use. In particular, no review or posting or appearance of the submitted content on the site or through the products is intended to act as an endorsement or representation that any submitted content is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful. If you believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is your responsibility to take such steps you deem necessary to correct the situation. If you believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, you should report it to the Company in accordance with the procedures that we maintain at www.coursmos.com/copyright.
All content or other materials available on the Site, including but not limited to code, images, text, layouts, arrangements, displays, illustrations, audio and video clips, HTML files, and other content, are the property of Coursmos, Inc. and/or its affiliates or licensors, and are protected by copyright, patent, and/or other proprietary intellectual property rights under the United States and foreign laws.
The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Site, in the Products or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to U.S. and foreign trademark laws. All rights are reserved and you may not alter or obscure the Trademarks, or link to them without our prior approval.
In consideration for your agreement to the Terms, Coursmos grants you a personal, non-exclusive, non-transferable license to access and use the Site. You may not commercially exploit content from the Site, nor may you distribute derivative works from the material on the Site. The burden of determining that your use of any information, software, or any other content on the Site is permissible rests with you.
Coursmos fully complies with the Digital Millennium Copyright Act (also known as DMCA) to protect the rights of copyright owners. If you think that our website hosted on any of our servers contain materials that rightfully belong to you or an entity you represent, you may contact us and invoke the protections provided by the Digital Millennium Copyright Act of 1998 (17 U.S.C. 512 (c).
PLEASE BE ADVISED THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING ON YOUR RIGHTS, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES AND CRIMINAL PENALTIES INCLUDING COSTS AND ATTORNEY FEES.
It is Coursmos and policy to respond to notices of alleged copyright infringement. The following describes the information that should be present in these notices. It is designed to make submitting notices of alleged infringement to Coursmos as straightforward as possible.
How to file a DMCA complaint?
The Complaining party is required to deliver the following information to Coursmos
- Identification of the copyrighted work(s) claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and information reasonably sufficient to permit us to locate the material (please provide Coursmos and/or tourrepublic.com with the URLs from his website User's website where the infringing material is located);
- Information reasonably sufficient to allow Coursmos to contact the complaining party such as email, telephone, fax, etc.
The following statements printed, signed manually and sent (you may scan and attach the statement to an email):
"I have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law."
"Under the penalty of perjury I state that the information contained in my complaint is accurate and I am authorized to act on behalf of the owner of the copyright I claim is infringed."
A physical, faxed, or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that after Coursmos receives your formal complaint, he is required to inform the Respondent of your complaint. If his website User does not remove the infringing material, he will disable access to that material.
The website User has the right to submit a counter-notification in case they disagree with the claim. In such case, the complaining party is provided with 10 days to file a lawsuit against the Coursmos website User and provide a proof of filing. If no such proof is submitted or a restraining order is not granted, then Coursmos will reinstate access to the material.
How to serve a counter-notification?
In case of a copyright complaint filed against a website User of Coursmos and the website User may voluntarily remove the material or may submit a counter-notification indicating that the case will be resolved in court. The counter-notification must include all of the following:
- Identification of the material that has been removed or to which access has been disabled and its location.
- Your full legal name, and/or that of the entity claiming to have legitimate access to the content, address, and telephone number;
The following statements printed, signed and sent (email attachments are acceptable):
"I have a good faith belief that the material was removed or disabled in error or misidentification and I believe it is not infringing upon anyone’s copyrights. I understand that I am declaring the above under penalty of perjury, meaning that if I am not telling the truth I may be committing a crime."
"I consent to be served by the person, who gave notice to my Service Provider, or his agent. I consent to the jurisdiction of Federal District Court for the judicial district in which my address is located, or if my address is outside of the United States, for any judicial district in which the Service Provider may be found."
- A physical signature of the alleged infringer.
Whom to contact about DMCA issues?
As required by the Digital Millennium Copyright Act of 1998 (17 U.S.C. 512 (c), all notifications of copyright infringement regarding websites hosted by Coursmos should be sent to:
9. GENERAL DISCLAIMER.
The Site is only a marketplace for Instructors and Students. We do not hire or employ Instructors nor are we responsible or liable for any interactions involved between the Instructors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Students, including, but not limited to, any Student's reliance upon any information provided by an Instructor.
We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose you to Submitted Content that you consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from you and no liability for your access or use of any Submitted Content, to the extent permissible under applicable law.
The Site and Products may give you access to links to third-party Websites ("Third Party Sites"), either directly or through Courses or Instructors. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect your personal information and privacy on such Third Party Site.
10. CONTENT, LICENSES & PERMISSIONS.
All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is "Content." Where the Company provides Content to You in connection with the Products, including, without limitation, the Software and the Products and the Site, it is "Company Content." Content uploaded, transmitted or posted to the Site or through the Products by a User is "Submitted Content." Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to Your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.
You hereby grant the Company a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content on the Site and through the Products, and sublicense it to Instructors and Users for these purposes directly or through third parties. Notwithstanding the foregoing, you have the right to remove all or any portion of Your Submitted Content from the Site at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new uses, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.
The Company hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non-commercial, educational purposes through the Site and the Products, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Products. All other uses are expressly prohibited absent our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you. Instructors may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.
You agree that we may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Site and the Products. You hereby grant the Company permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.
11. PRICING FOR PAID COURSES & PREMIUM SUBSCRIPTION
a) Key Definitions
"Base Price" means the course price set by the Instructor.
"Base Currency" means the currency of the Base Price.
"Base Exchange Rate" means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
"Sale Price" means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.
"Sale Currency" means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.
"Cost Adjustment Factor" means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.
Except when a Course is made available through the Coursmos Marketing Programs, or a Course is offered on Company's iOS mobile applications, an Instructor will be solely responsible for determining the Base Price to be charged for such Course, in accordance with the Instructor Terms. In the case of Courses offered on Company's iOS applications, Company will select the Apple App Store price tier (App Store Pricing Matrix available here) that is closest to the fee set by the Instructor. When the Sale Currency is different than the Base Currency, the Company will determine the Sale Price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor.
If you are a Student, You agree to pay the fees for Courses that you take, and hereby authorize us to charge your credit card for these amounts. We will charge your credit card monthly for all amounts owed. If your credit card is declined, you agree to pay us the fees within thirty (30) days of notification from us, and pay (at our discretion) a late payment charge at 1.5% per month, or the maximum permitted by law, whichever is greater.
By activating monthly subscription you agree to pay monthly fee of $9.99 + processing fee (if applicable) for access to all courses on the Coursmos platform, and for all benefits of Premium membership.
By activating annual subscription you agree to pay annual fee of $50 + processing fee (if applicable) for access to all courses on the Coursmos platform, and for all benefits of Premium membership.
In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, Coursmos will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Coursmos may at its own discretion increase the Sale Price where Coursmos is of the view that VAT may be due and Coursmos will have a liability to account for such. You will indemnify and hold Coursmos harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.
d) All Other Countries
For sales of any of Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). Coursmos is unable to provide you with tax advice and you should consult your own tax advisor.
e) Rounding Off
Company may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit in which the Sale Currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Company will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, Company may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Company to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
f) Foreign Currency
Company's online platform will default the Sale Currency based on your geographic location. The currency of any transaction will match the Sale Currency displayed to you on the website. You cannot change your displayed currency.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.
All purchases on Coursmos (including separate courses, monthly/annual subscriptions, purchases via iOS and Android apps, etc) are final and non-refundable.
12. WARRANTY DISCLAIMER
THE PRODUCTS, SITE, COMPANY CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE OR THE PRODUCTS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY.
13. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT OR NEGLIGENCE, FOR ANY LOSSES, UNLESS SUCH LOSSES WERE REASONABLY FORESEEABLE AT THE TIME YOU AGREED TO THIS TERMS. THE COMPANY'S TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID IN CONNECTION WITH THE COURSES OR PRODUCTS UNDER WHICH SUCH LIABILITY AROSE. THIS SECTION 12 DOES NOT EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR FRAUD, FOR DEATH, OR FOR PERSONAL INJURY RESULTING FROM NEGLIGENCE, OR FROM ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
You hereby indemnify, defend and hold harmless the Company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 13, and in such case, you agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.
We may terminate your use of the Products or Site immediately without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, Course, or Content at any time (which will terminate your right to offer these Courses if you are an Instructor). You may terminate your use of the Site or the Products at any time, either by ceasing to access them, or by contacting us at email@example.com (but if you are an Instructor then Students enrolled in Your Courses prior to termination shall continue to have access to them for the duration of the Course). We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, you must cease all use of the Site, Products and Content. Any accrued rights to payment and Sections 4, 5, 10-15 and all representations and warranties shall survive termination.
16. ELECTRONIC NOTICES
By using the Products or communicating with Company, You agree that Company may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Products or these Terms. If Company learns of a security system's breach, Company may attempt to notify you electronically by posting a notice on the Products or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to Company at firstname.lastname@example.org.
Entire Agreement. These Terms and any policies applicable to you posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
20. No Agency.
Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
21. Governing Law
These Terms and Your use of the Site and the Products shall be governed by the laws of the State of California without reference to its choice or conflicts of law principles.