Ace Chemistry Tutoring Terms of Service
Terms of Use and Member License Agreement
Part A: Terms of Use
1. These Terms of Use and Member License Agreement (also herein, “Terms of Use”, “terms of use” “legal terms”, “Agreement” or “agreement”) set forth how GET 10 (also herein, the “Company”, “we”, “us” or “our”, and “Licensor”), including our legal successors and assigns, and you, the user (also herein, “you”, “your”, “user”, “User”, which also here and elsewhere may be referred to as “member” or “Member”, “Licensee”, “visitor”, “subscriber”, “customer”, “VIP”, “affiliate” or “Affiliate”, as applicable), agree to respect each other and each other’s property while and after you are using our website, pages and other information published through www.get10chemistryacademy.com , www.get10chemistryacademy.heightsplatform.com.The term “you” also includes, as applicable, any company, group or organization you may represent, which also is bound hereby, jointly and severally with you as an individual, with your attesting to have both its express and apparent authority to agree on its behalf to all of these terms of use.
2. Copyright and Trademark Notice: Unless otherwise specified in writing, all materials and content appearing on this site and otherwise used in Company’s business, including any text, page or site designs, names, trade names, trademarks, logos, graphics, icons, videos and images, as well as the selection, assembly and arrangement thereof, are the sole property of the Company, Copyright © 2020, ALL RIGHTS RESERVED. You may use the content of this site only for the purpose of reading the information on this site, for your own education, for browsing or shopping on this site or for placing an order through this site and for no other purpose. No materials or content from this site or the Company may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without our prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and may result in criminal or civil penalties.
3. No Professional Advice: The beneficial but low and no-cost information and advice shared on our site has been provided for general educational purposes only and for no other purpose. Nothing we provide for you here is intended to replace any form of competent professional advice. If you are in need of professional advice, including medical, mental or emotional health, legal, accounting or tax advice, or any other form of professional advice, then you should seek out a competent professional in that area who can ensure you are provided help that is specific to your particular situation and circumstances. To the extent our offerings are provided to support health, you agree and pledge to maintain full and sole responsibility for your own health and that of your dependents.
4. No FDA Evaluation: As applicable, the advice shared on this site has not been evaluated by the US Food and Drug Administration (FDA). The products and methods mentioned or recommended on this site are not intended to diagnose, treat, cure or prevent any illness or disease, nor are the products and methods intended to replace proper medical help.
5. Trade Disclosures: This website and its information are written, edited and published by the Company, which claims sole and exclusive ownership of its content. For questions about this website or its content, please contact us using the following email address: office@get10chemistryacademy.com. The Company sometimes accepts forms of cash advertising, direct sponsorship, affiliate sponsorship, paid insertions, or other forms of compensation. We abide by word of mouth marketing standards. We believe in honesty of relationship, opinion and identity. The compensation received may influence the advertising content, topics or posts made in our website and its content. Other than what is obviously advertising, if certain content is paid or directly sponsored, then we here pledge our best efforts to clearly identify or label it as such. The Company is sometimes compensated to provide opinions on products, services, websites and various other topics. Even though we may receive compensation for our posts, advertisements or other content, we always give our honest opinions, findings, beliefs, or experiences on those topics or products. The views and opinions expressed on any blog, guest post or in any form of comments on our website are purely that person’s own opinion and not that of the Company. If you are interested in any product or service on our site that is not offered directly to you by the Company, you agree to verify any product claim, statistic, quote or other representation about such product or service with the manufacturer, provider or third party in question.
6. Policy for Our Giveaways:
• No purchase(s) necessary to win.
• Unless stated otherwise or delivery is electronic, giveaways are for The Netherlands residents only.
• Entrants must be natural persons of the age of majority in their primary country of residence, or in their other political subdivision of residence, as applicable.
• Winners are chosen at random, which typically means by a method employing the free tools available at www.random.org, or other similar tools; we also may choose a winner by awarding the prize to the first eligible person or persons to respond to our free call to action.
• Winners will be notified by email shortly after the giveaway ends. We are not responsible if a winner’s email inbox settings mark or categorize our notification email as junk, spam, or the like.
• Winners will have 48 hours to claim the prize or another winner may be chosen at our discretion.
• We may, at our discretion, make public on our site the first name and last initial of our giveaway winners, also making public their state and/or country of residence. All other contact information will remain private and will be destroyed after a winner is confirmed and their prize is confirmed as mailed.
• A winner’s tax considerations and any tax or tax-related obligations are entirely their own. Since all of our giveaways are for cash, goods and/or services valued at less than US$600, we don’t and won’t be sending any winner a form 1099-misc for US income tax purposes.
• We reserve the right to end, extend, or change a giveaway for any reason and without prior notice.
• We reserve the right to consider any entrant ineligible who has been a winner in one of our giveaways in the last 12 months.
• In any of our giveaways of products from certain companies, we reserve the right to limit the pool of eligible entrants to those persons who are not wholesale members, affiliates, contractors or employees of those companies.
• Odds of winning in one of our giveaways depend on number of entrants.
• Void where prohibited by law.
7. Other Legal Terms: All of the provisions of our Privacy Policy are incorporated by reference into these terms of use. We make no guarantees or warranties about any information on our site, including without limitation any warranty of fitness for a particular purpose. Anyone subscribing to our website or using any of our programs, posts or pages is also agreeing to these terms of use, and any user providing us their email address in exchange for our delivering any content to them personally or who is registering for one or more of our webinars or videos also is assenting and agreeing to receive emails from us on a regular basis. Any of our subscribers may unsubscribe at any time by clicking the link or button provided in the footer of any of our emails. We love our subscribers and will not sell, lease or distribute your email address or any other information to any third parties unless we have your permission or are required by law to do so. These terms of use, and any other legal documents or agreements we have entered into with you, will supersede any previous terms of use you may have copies of in any form, regardless of whether we or you have signed them or not. We reserve the right to make changes to this site and these terms of use at any time.
8. Governing Law: This agreement shall be construed under the laws of The Netherlands without regard to conflicts of law principles.
9. Severability and Interpretation: Whenever possible each provision of these terms of use shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these terms of use shall be prohibited, void, invalid, or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity, voidability, or enforceability without invalidating the remainder of such provision or the remaining provisions of this agreement. We and you agree that any ambiguity, vagueness or applicability of any provision of this agreement shall not be construed against the drafting party because of its being the drafter of this agreement.
10. Survival: All obligations of the parties hereto contained in this agreement shall survive the expiration or termination of this agreement.
11. Arbitration and Relief in Equity: All claims and disputes arising under or relating to these terms of use are to be settled by binding arbitration conducted in the English language, under the applicable JAMS arbitration rules, before a single arbitrator, and located in Maastricht, The Netherlands or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. Should any arbitration be commenced between the parties to this agreement concerning this agreement, or the rights and duties of either in relation thereto, the party prevailing in such arbitration shall be entitled, in addition to such relief as may be granted, to its attorneys’ fees and costs in the arbitration. Nothing in the foregoing shall in any way limit the Company from seeking to uphold and defend its rights and privileges contained in the terms of this Agreement or any other applicable agreement with its Users, Members or Affiliates, by requesting injunctive relief, administrative relief or any relief in equity, including, without limitation, remuneration for attorneys’ fees and/or other dispute-related costs, in a court of competent jurisdiction, by administrative proceeding or by any other legal means.
12. Refunds and Returns: Except as otherwise agreed by the parties in writing, the Company’s refund and/or return policy for the products and/or services it provides to you is as set forth in this Section 12. The Company may provide a different refund/return policy in its marketing materials for each of its products and/or services that it sells and/or provides to you, including that no refund or return may be available for a certain Company product or service, and these policies may change looking forward at any time at the Company’s sole discretion. You agree to make any requests for any available refunds or returns before or on any applicable deadline by email at the following address: office@get10chemistryacademy.com, including the word “refund” or “return”, as applicable, in the subject line of your email. Prior to issuing or processing any form of refund and/or return that may be available, at Company’s sole discretion, it may require you to certify with it in writing that you already have fully completed and fulfilled your obligation hereunder to thoroughly search for, and to permanently delete and destroy, all of the digital or electronic Company-provided documents or materials, and to return (only at the Company’s sole discretion: and/or destroy) all physical Company documents or materials that are in your possession, including without limitation any or all copies or printouts you may have made of any Company documents or materials. You agree to make any such returns at your sole expense, with their arrival at the Company to be made prior to or on any refund deadline, without any material waste or breakage; the Company may await the safe arrival of your return before issuing any refund. Also, prior to issuing any form of refund and/or return that may be available, at Company’s sole discretion, it may require that you re-certify and pledge to continue to uphold your obligations under these Terms and Conditions and under any other agreement you have made with the Company, the terms and provisions of all of which shall continue to apply to the parties hereof and continue as valid and binding agreements, including after any such refund or return is completed, for the longer period of (i) the longest period available under applicable law, or (ii) thirty-five years after the date of your request for a refund and/or return. Company shall not be liable for any untimely or improper refund or return requests, or for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether or not Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of these terms of use, use or misuse of our materials or content, or other performance of services hereunder. Any breach by you of this Agreement shall immediately and completely disqualify you as to any refund that may have been available to you immediately prior to such breach. You agree and acknowledge that all of these terms of use are fair, equitable and reasonable to both parties, including without limitation the provisions of this Section 12.
13. Indemnification: User agrees to defend, indemnify and hold harmless the Company, its officers, affiliates, directors, agents, and employees from and against any and all property damage, personal injuries or death, and other liability, loss, cost, expense, or damage, including, without limitation, court costs and reasonable attorney’s fees arising out of user’s use or misuse, whether intentional or negligent, of the Company’s content and information and from user’s breach of any of the terms contained in this agreement.
14. Counterparts: This agreement, and any other agreements we may enter into with you later, may be executed in several counterparts or by separate actions between or among its parties, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. You understand and agree that your accessing and using the information on this website constitutes your complete assent, and, as applicable, the assent of the company, group or organization you represent, to all of these terms of use, which shall be considered valid, binding and effective for all purposes.
15. Headings and Interpretation: The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this agreement. The parties agree that no provision of this agreement shall be interpreted against the drafting party because of its being the drafter of it.
Part B: Member License Agreement
1. Membership: If you have joined or have been given access to at least one of the Members’ areas of our website or, as may be applicable, you have enrolled in an educational course, have become an email subscriber with us, participated in one or more of our social media group(s), participated in a membership program and/or system provided by us, purchased any of our products or services, or simply downloaded any of our free or paid-for content, then you agree that you are a “Member” and “Licensee” under this Agreement and that your use of our site, Materials (as defined in Part 2 Section 3 below) and/or content is considered a “Membership” under this Agreement. The only type of use of our site, Materials and/or content that would not be considered part of a Membership with us would be if (i) you only read our site’s content for the sole purpose of your personal enjoyment or education and/or (ii) you only used our site to click on an advertisement, third-party link or external link; otherwise, your use of our site, Materials and/or content shall constitute your using your “Membership” with us as a “Member” and “Licensee” under this Agreement.
2. The Brands: You acknowledge and agree that we are the sole owner of the following names and brands, and, as applicable, the following internet domain names: www.get10chemistryacademy.com, www.get10chemistryacademy.heightsplatform.com , “Get 10 Chemistry Academy”, “Get 10 Method”, “Get 10 Tutoring Method”, “AP Chemistry Bootcamp”, “IB Chemistry Bootcamp”, “A Level Chemistry Bootcamp”, “I speak chemistry”, “Video Teacher”, “VIP Tutoring”, “Get 10 VIP Tutoring”, “Get 10 Chemistry Tutoring”, “Get 10 Video Teacher”, “Get 10 class”, “Get 10 online class”, “Get 10 high school chemistry class”, “Get 10 high school chemistry VIP class”, “Get 10 AP chemistry class”, “Get 10 AP chemistry VIP class”, “Get 10 IGCSE chemistry class”, “Get 10 O Level chemistry class”, “Get 10 A Level chemistry class”, “Get 10 IB chemistry class”, “Get 10 IGCSE chemistry revision class”, “Get 10 O Level chemistry revision class”, “Get 10 A Level chemistry revision class”, “Get 10 IB chemistry revision class”, “Get 10 NCEA Level 2 chemistry revision class”, “Get 10 NCEA Level 2 chemistry revision”, “Get 10 NCEA Level 3 chemistry revision class”, “Get 10 NCEA Level 3 chemistry revision”, “Get 10 Chemistry Bootcamp”, “Get 10 Chemistry Class”, “Get 10 Organic Chemistry Class”, “Get 10 Organic Chemistry 1 Class”, “Get 10 Inorganic Chemistry Class”, “Get 10 Physical Chemistry Class”, “Get 10 General Chemistry Class”, “Get 10 General Chemistry 1 Class”, “Get 10 General Chemistry 2 Class”, “Get 10 Introductory Chemistry Class”, “Get 10 Descriptive Chemistry Class”, “Organic Chemistry Bootcamp”, “Inorganic Chemistry Bootcamp”, “Physical Chemistry Bootcamp”, “General Chemistry Bootcamp”, “Descriptive Chemistry Bootcamp”, “Get 10 Organic Chemistry Bootcamp”, “Get 10 Inorganic Chemistry Bootcamp”, “Get 10 Physical Chemistry Bootcamp”, “Get 10 General Chemistry Bootcamp”, “Get 10 Descriptive Chemistry Bootcamp”, “I speak Organic Chemistry”, “I speak Physical Chemistry”, “I speak Inorganic Chemistry”, and any variations thereof, including but not limited to any and all designs, logos, trade dress, marks, trademarks (whether or not included in any formal trademark application already or in the future) and branding associated with these names (all these collectively referred to herein as the “Brands”).
3. The Materials: In connection with your Membership, we have provided and are providing you with access to materials related to your Membership, including content, media of any kind, assets, intellectual property, login credentials, Licensee’s Participation and Licensee’s Testimonials (both as defined in Section 5.D. below), templates, Templates (as defined in Section 5.E. below), which hereby include any and all materials, documents and information we provide to you as a general user of our website, whether already or in the future, and also include any and all additional materials, documents and information we provided to you as a Member, whether already or in the future, and which may or may not include or be labeled with the Brands (herein, the “Materials”). You acknowledge and agree that we are the sole and exclusive owner of the Brands and Materials, and that all our Brands and Materials hereby are, and shall be, considered “corporate documents”, or “Corporate Documents”, as described by the World Intellectual Property Organization (“WIPO”) and in the Digital Millennium Copyright Act of 1998 of the United States, as amended.
4. Natural Person: You and we agree (i) that we are providing the Materials under this Agreement to you personally, individually and as a natural person, and also to Licensee’s Entity (or Licensee’s Entities) (as defined in the following section), if any; therefore, you are entering into this Agreement as an individual and also on behalf of any Licensee’s Entity, and (ii) that we are providing the Materials to you for your own personal and individual education and development and for the benefit of any Licensee’s Entity and for no other purpose except as may be provided in this Agreement. If you use the Materials for any Licensee’s Entity, then you and such Licensee’s Entity (or Licensee’s Entities) shall be bound jointly and severally and hereby agree to every term of this Agreement and you are hereby representing you have the express authority of Licensee’s Entity (or Licensee’s Entities) to so bind and agree on behalf of such entity (or entities).
5. Our Grant of License to You: Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege and nonexclusive license to use the Materials solely in connection with Licensee’s personal individual use and for the benefit of Licensee’s Entity (or Entities), if any; in this Agreement “Licensee’s Entity” or “Licensee’s Entities” shall mean the website(s), business entity (or entities), organization(s) or other entity (or entities) of which Licensee personally and individually is the 100 percent owner. Licensee shall use the Materials at all times for Licensee’s personal individual use and/or for the use of Licensee’s Entity (or Licensee’s Entities), if any, and for no other purpose. Licensee agrees to NOT share Licensee’s login credentials, if any, for Licensor’s website or system with any other person or party. Unless otherwise stated by Licensor as to certain of Licensor’s Brands or Materials, Licensor represents and warrants that, to the best of its knowledge, it owns all rights and privileges to the Brands and Materials, including but not limited to all rights under any and all applicable intellectual property and general property laws.
A. License Fee: Licensee represents Licensee has duly paid Licensor a license or membership fee, as applicable, for the use of the Brands and Materials to which Licensee has been given access by Licensor. If a User/Licensee has obtained unauthorized access to certain member areas or to Materials for which the User/Licensee hasn’t paid, such User/Licensee is in material breach of this Agreement.
B. Nonexclusivity: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Brands or Materials or from utilizing or modifying the Brands or Materials in any manner whatsoever. Licensee agrees not to interfere in any manner with, or attempt to prohibit the use of the Brands and Materials by, any other person duly licensed by Licensor.
C. Protection of Our Title and Rights: Licensee agrees that it will not, during the term of this Agreement, or thereafter attack the title or infringe on any rights of Licensor in and to the Brands and Materials or attack the validity of the license granted herein. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’s right to the Brands and Materials. Licensee shall notify Licensor in writing of any infringements or imitations by others of the Brands and Materials which may come to Licensee’s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s rights in and to the Brands and Materials, and Licensor shall reimburse Licensee its reasonable costs for such cooperation unless Licensee is in breach of this Agreement. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Brands and Materials, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use the Brands and Materials only as specifically and expressly provided in this Agreement.
D. Licensee’s Participation and Testimonials. Assignee hereby authorizes Licensor to use any and all photographs, digital images, any recordings of Licensee’s voice, videos or other likeness of Licensee provided by Licensee as part of Licensee’s participation in any of Licensor’s production of any of Licensor’s content or Materials (“Licensee’s Participation”). Also, Assignee hereby authorizes Licensor to use any and all photographs, digital images, any recordings of Licensee’s voice, videos or other likeness of Licensee and text-copy provided by Licensee as part of Licensee’s participation in any of Licensor’s production of any of Licensor’s content or Materials (“Licensee’s Testimonial”). Licensor’s standard practice in publishing its Licensee’s Testimonials includes the publication of Licensee’s first name and last initial, Licensee’s state, province and/or country of residency, and/or a small (no greater than 300px by 300px) photo of Licensee, along with a small (not exceeding 500 words) amount of the text-copy (or reasonable paraphrasing or translation of the text-copy) provided by Licensee. Licensee hereby agrees that effective immediately and until the termination or expiration of this Agreement, Licensee will be deemed to have assigned, transferred and conveyed to Licensor any trade rights, equities, goodwill, titles or other rights in and to the Brands and Materials which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, including without limitation Licensee’s Participation and/or provision of any Licensee’s Testimonial. Any such assignment, transfer or conveyance shall be without compensation or consideration other than the mutual covenants and considerations of this Agreement. Licensee recognizes that there exists great value and goodwill associated with the Brands and Materials, and acknowledges that the Brands and Materials, and that all rights therein and goodwill pertaining thereto, belong exclusively to Licensor, and that the Brands and Materials have a secondary meaning in the mind of the public. Licensee also agrees, represents and warrants that Licensee’s Participation and/or Licensee’s Testimonial shall in no way infringe upon the intellectual property rights of any third party.
E. Use of Brands, Materials and Templates: Licensee shall have no right to affix the Brands or Materials to any building, sign, merchandise, image, website or webpage, document or other item, whether online or offline, without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Licensee shall have no right to copy any of the Brands or Materials, without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Licensee shall have no right to modify any of the Materials without first obtaining Licensor’s express written consent, which consent shall be at the sole discretion of Licensor. Licensee hereby promises that Licensee’s use of the Brands or Materials, whether directly or by association, (i) shall not in any way reflect negatively on Licensor’s Brands, Materials or on Licensor, in general, and (ii) shall be and are fully compliant and complimentary with any applicable laws, regulations, corporate rules and guidelines. If or when Licensor provides Licensee with a part of the Materials as a template for Licensee’s modification and personal individual use or for use with Licensee’s Entities (the “Template”), Licensee may copy and modify the Template as long as Licensee’s use and modifications of the copy of the Template fully comply with Licensor’s written instructions for the Template and with the terms of this Agreement. After Licensee’s full compliance with Licensor’s written instructions for modifying the Template (thereafter “Licensee’s Modified Template”), Licensee may affix Licensee’s Modified Template to any website or webpage, document or other item, whether online or offline. Licensee further agrees to fully complete and comply with Licensor’s written instructions for the Template including without limitation any attribution or copyright-notice instructions. Licensee also acknowledges and agrees that Licensor shall retain full and exclusive ownership of Licensor’s Template, which Licensor may update and modify from time to time at its sole discretion.
F. Ownership of Brands and Materials: Licensee agrees that the Brands and Materials are the sole property of Licensor and that Licensee has no interest whatsoever in such Brands and Materials, and Licensee shall use the Brands and Materials only for so long as the license granted hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Licensor in and to the Brands and Materials. Any information that Licensee is exposed to by virtue of their relationship with Licensor under this Agreement, which information is not available to the general public, including without limitation the Materials and Licensor’s Templates, shall be considered to be “Confidential Licensor Information.” Licensee may not disclose any Confidential Licensor Information to any person or entity, except when and where compelled by law, unless Licensee obtains prior written consent for such disclosure from Company.
G. Indemnification. Licensee agrees to defend, indemnify and hold harmless Licensor, its officers, affiliates, directors, agents, and employees from and against any and all property damage, personal injuries or death, and other liability, loss, cost, expense, or damage, including, without limitation, court costs and reasonable attorney’s fees arising out of Licensee’s personal individual conduct, actions or inactions, the operations of Licensee’s Entity or Licensee’s Entities, if any, and/or from Licensee’s breach of any of the terms of this Agreement, Licensor’s Terms and Conditions or Privacy Policy.
H. Lifetime Access, Term, Termination: If at any time Licensor offers Licensee “Lifetime Access” to any part or all of the Materials, “Lifetime Access” shall mean Licensee’s license rights granted hereunder and rights to use the Materials may be terminated by Licensor immediately with or without notice and without the opportunity to cure should any of the following events occur: (i) the death of Licensee, or (ii) the end of Licensor’s business as a going concern, including, for example and without limitation, by its bankruptcy, or (iii) the end of, or disability for greater than 12 months of, Licensor’s access to and use of the internet, which is the primary platform or system by which the Materials are delivered to Licensee, or (iv) Licensee shall fail or refuse to perform any other obligation created by this Agreement or Licensee breaches any term or condition of this Agreement or any other agreement between Licensee and Licensor or its affiliates, or (v) Licensee has made any misrepresentations relating to the acquisition of the license granted herein, or (vi) Licensee engages in conduct which reflects unfavorably on the Brands and Materials or upon the operation and reputation of Licensor’s business; “Lifetime Access” shall not include Licensee’s access to any social media forums, groups or pages sponsored by Licensor, any Materials expressly excluded by Licensor, or any Materials labeled by Licensor as available for a limited time. Licensee may not terminate this Agreement. In the event of termination of this License for any reason, Licensee shall immediately cease all use of the Brands and Materials and shall not thereafter use any material, name, mark or trade name similar thereto. Termination of the license under the provisions of this subsection shall be without prejudice to any rights which Licensor may otherwise have against Licensee.
I. Relationship of Parties. Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the license of the Brands and Materials. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint-venturers or of franchisor / franchisee. This Agreement and all rights and duties hereunder are personal and individual as to Licensee and Licensee shall not, without the written consent of Licensor, which consent shall be granted or denied in the sole and absolute discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of law. This Agreement may not be waived or modified except by an express agreement in writing signed by both parties by non-electronic signature. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement with respect to its subject matter, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party within the time provided by applicable law may commence appropriate legal proceedings to enforce any or all such rights.
6. Notices. All notices from us to you relating to this Agreement will be sent to the email address you have provided to us. If or when you would like to notify us about your Membership or about anything relating to this Agreement, you can do so at the following email address: office@get10chemistryacademy.com, including the word “membership” in the subject line.
Legal Template provided by https://SimplyDoneLegal.com; Copyright © 2015-2018, ALL RIGHTS RESERVED; used here by written permission; last updated January 1, 2018.
END OF TERMS OF USE AND MEMBER LICENSE AGREEMENT
Heights Platform Terms of Service
1.
Introduction
Thank you for visiting our Site and/or using
Heights, an app designed to allow you to build and manage your own online education program. Please
read these Terms of Service and our Privacy Policy carefully, as you must
agree to them as amended in order to have our permission to use our Site
and Service.
2.
Definitions
Throughout this Agreement, we may use
certain words or phrases, and it is important that you understand the
meaning of them. The list is not all-encompassing and no definition
should be considered binding to the point that it renders this Agreement
nonsensical:
“Agreement” means these Terms of
Service;
“App” refers to our Heights app, which provides a platform for creating and managing online education programs;
“Heights” refers to our company, known
as “Velora Studios, LLC”; our Site; our Service; our App; or a combination
of all or some of the preceding definitions, depending on the context in
which the word is used;
“Service” refers to the services that we
provide through our Site, including our Site itself, our education platform creation services, our App, and any other services we may provide online or
offline;
“Site” refers to our website, www.heightsplatform.com;
“User” refers to users of our App, user who pay for our Service, and general visitors to our Site;
“Program” refers to the account created by a User in which they will use our Service and build their education content.
“Student” refers to a person who signs up to use the Program which the User has created;
“You” refers to you, the person who is
entering into this Agreement with Heights.
3. Corporate
Information
Heights is owned and operated by Velora
Studios, LLC, a Limited Liability Company formed and doing business in the
State of Delaware, and registered with the Delaware Department of State’s
Division of Corporations under File Number 4658163. Any legal
documents to be served or other queries should, unless otherwise provided
or required by this Agreement, our Privacy Policy, or any provision of any
applicable law, be sent via certified mail to:
Attn: Velora Studios, LLC
16192 Coastal Highway
Lewes, Delaware 19958
United States
4. Heights’
Purpose
Heights is an online course creation software platform for creating and managing an online education program. We provide tools that help you to create and organize educational content to teach Students and analyze their progress.
5.
Eligibility
In order to use our Service, you must meet a
number of conditions, including but not limited to:
- You must not be in violation of any
embargoes, export controls, or other laws of the United States or other
countries having jurisdiction over this Agreement, Heights, and
yourself. For example, if the Office of Foreign Assets Control
prohibits conducting financial transactions with nationals, residents,
or banks of your country, you must not use our Service.
- You must be at least 13 years of age
in accordance with the Children’s Online Privacy Protection Act.
If you live in a jurisdiction other than the United States and your
jurisdiction has a higher minimum age to use our Site or Service
without parental consent, then you must be at least that
age.
- You must sign up for only one account
(this includes, but is not limited to, a prohibition on repeatedly
signing up for different accounts to take advantage of more than one
free trial offer). An exception can be made at our discretion if you send us an email explaining your business need for a secondary account.
- You must provide us with personal
information, payment information, and other information that we deem
necessary to provide you with our Service.
- You must be authorized by the holder
of any payment method to use their account for the purposes of signing
up for our Service.
6.
Disclaimer
Heights provides its Service on an as-is
basis and, notwithstanding any other statements or examples given on our
Site or elsewhere, makes no representations as to how Heights can be
best used by any specific User or Student. You agree that you bear the sole
responsibility of determining whether the Heights App is suitable for
your use, and that Heights shall not be liable for any losses which
result from the use of our Service.
7. Rules of
Use
Once you have met our eligibility criteria
described above and paid the appropriate fee to Heights as a User, or signed up under a User's Program as a Student, you will be
provided with access to our Service. Although you have met the
preliminary requirements to use our Service, there are certain additional
rules which apply before, during, and subsequent to your registration with
Heights. You must not:
- Violate the laws of the United States,
its states, or any foreign political entity having jurisdiction over
this Agreement, whether or not the foreign political entity is a
country or a subdivision (such as a state or province) or municipality
(such as a city, town, county, or region) of a foreign
country.
- Use Heights for teaching Students about topics that are illegal, unethical, or dangerous.
- Be fraudulent or negligent when making
payments to us (such as by using someone’s credit card without
authorization, or using a card which you know will have the payment
reversed for any reason).
- Infringe on anyone’s intellectual
property rights, defame anyone, impersonate anyone, or otherwise
violate the rights of a third party.
- Hack, crack, phish, SQL inject, or
otherwise compromise, or attempt to compromise the security or integrity of the Heights Site,
Service, App, or its Users’ computers.
- Scrape data or scan the Site, Service, or App.
- Abuse the Service you are provided by using it in such a way that is not intended by Heights or in a way that could impact Heights or its Users in a negative way.
- Do anything else which, at the
discretion of Heights, could harm the safety or legal interests of
Heights or any third party, including but not limited to other
Users or Students.
Fair Use Policy for Unlimited Uploading and Bandwidth:
Generally, we do not limit or impose additional charges for video or data storage (ex: the data stored in your Program for courses, products, text, files, video, audio, and other multimedia content you create), or bandwidth consumption (ex: the data used in order to deliver your files, site pages, and videos to Students).
This policy is subject to fair use: If your aggregate storage usage or bandwidth usage (across every account you control)
is higher than 99% of Users on our App in any calendar month, we may, in our discretion,
charge fees for excessive usage, require you to upgrade to a different plan, or terminate your account(s) upon advance written notice.
8. Payment, Billing, and
Refunds
All payments are processed by our third
party payment processor, Stripe, and payment may be made to them by Visa,
MasterCard, American Express, JCB, Discover, and Diners Club cards.
All prices on our Site, unless otherwise stated, are listed in United
States dollars.
We may decide to apply varying payment plans
from time to time. For example, we may require that you pay one lump
sum for the purchase of our App, or we may rebill you on a recurring
subscription basis. In either case, payment terms and, if applicable,
rebilling periods shall be posted on our Site and are hereby incorporated
into this Agreement by reference. If two or more listed payment terms
conflict with each other, the one most beneficial to Heights shall take
precedence.
You may cancel your subscription at any
time. Refunds will be provided in full within the first thirty days
of your subscription if for any reason you are not satisfied with our
Service and notify us of your request for a refund within that time.
After thirty days beyond your initial purchase, we will not be obliged to
provide any refund, even on a pro rata basis. You may cancel your
Service at any time after the initial thirty days and you will continue to
have access to our Service until the end of the most recently paid
subscription period, if applicable.
Should payment plans change or increase
after an initial subscription, current Users will either have the option of
staying on their current plan or may be grandfathered into the new
subscription plan at their current subscription plan’s rate for a period of
one year.
Active Student limits on subscription plans for accounts created on or after January 1st, 2023:
An "Active Student" is a Student in a User's Program who is currently able to login, access at least one product, and is not marked by you as "deactivated". Heights does not set a hard limit on the number of active students that are allowed on our paid subscription plans. The following overages are allowed:
- Overage of up to 10% above the plan limit for a single month on plans offering 5000 active students or more.
- Overage of up to 50 students above the limit for a single month on plans with limits of 100 active students.
An overage of 5% or more above the plan limit for 2 consecutive months will be required to upgrade.
Active Student limits on subscription plans for accounts on legacy plans created before January 1st, 2023:
An "Active Student" is a Student in a User's Program who has logged into the Program in the past 30 days. Heights does not set a hard limit on the number of active students that are allowed on our paid subscription plans. The following overages are allowed:
- Overage of up to 15% above the plan limit for a single month on plans offering 1000 active students or more.
- Overage of up to 50 students above the limit for a single month on plans with limits of less than 1000 active students.
An overage of 5% or more above the plan limit for 2 consecutive months will be required to upgrade.
9.
Discounts
Heights may, but is not obligated to,
provide discounts, including but not limited to an initial thirty day free
trial offer for the use of our Service. The discounts provided will
be made according to the information published on our Site, and if any
information is conflicting, the terms most beneficial to Heights shall
take effect. Discounts may not be applied to past
payments.
Heights may refuse to provide such
discounts for any reason including, but not limited to, fraud, unauthorized
accounts (such as multiple accounts being used to take advantage of a
one-time offer repeatedly), mistake on the part of our publication of
information, actual or expected financial hardship, sale of all or part of
our business, or any other reason.
10. Chargebacks, Credit Card
Cancellations, and PayPal Disputes
Where a User provides payment to Heights, and that amount of money is subsequently taken from Heights due
to a chargeback or similar reversal, Heights shall be entitled to
recover that amount from the User as liquidated damages, as well as our
reasonable attorneys’ fees, court costs and disbursements, and/or
collection agency fees required to collect these liquidated
damages.
Please note that this restriction on
chargebacks is designed to prevent fraud and keep our costs low, which
allows us to offer lower prices for our Service. Users may of course
bring disputes against us in accordance with the “Forum of Dispute”
provisions found further below.
As a User of our App, if a Student requests a refund from you, it is your responsibility to handle
this with your Student. Heights does not collect payments from your Students. Heights is not a Merchant of Record platform. Any disputes of
Student payments are between the Student, User, and the third-party payment processor the User
chooses to use. As a User with Students, it is your responsibility to have your own terms,
privacy policy, and refund policy in place and follow all applicable laws. Further, while
Heights provides email support to its Users, Heights does not offer email support to the
Students of its Users.
11. Third Party
Charges
Because Heights may be used with a
mobile device, certain third party SMS charges, data charges, and other
fees may be applied in relation to your use of our Service. You agree
that you are responsible for tracking and paying these charges, and that
Heights shall not be liable to you for such charges.
12. Limited
License
Heights is provided as licensed software
to you. When you provide the proper payment to us or otherwise meet
the requirements to use our App (such as by being eligible for a trial
offer), you are authorized to use one account for our software at the
price given. You may not distribute this software, copy it, reverse
engineer it, or otherwise tamper with it or reproduce it. Heights
reserves the right to revoke our license for our App’s use at any
time.
13. Server Maintenance and
Other Downtime
At time, Heights may have server
downtime or other Service outages for reasons including, but not limited
to, server maintenance, legal compliance, security issues, or other
business operations. You agree that we are not liable for any losses
incurred by you as a result of such downtime, and that you should have a
backup plan in place if you are relying on our Service for any purpose
which could cause a loss to you if our Service became
unavailable.
14. Our
Copyright
Heights expended much effort on
developing its App and ensuring that it is unique from other Apps.
Copying our App or any portion thereof could, in addition to being
prohibited generally by intellectual property law, harm our business.
You agree not to copy, distribute, display, disseminate, or otherwise
reproduce any of the information on the Site, including our App, without
receiving our prior written permission.
15. Your
Copyright
Heights must be assured that it has the
right to use the content that is uploaded using its App. Such content
may include, but is not limited to, arrangements of data by Users in which
a copyright subsides. Whenever submitting content to us through our
App, you agree that you are granting us a non-exclusive, universal,
perpetual, irrevocable, sublicensable, commercial and non-commercial right
to use the content that you submit to us for the purpose of providing you
with our Service. You warrant to us that you have the right to grant
us this right over the content, and that you will indemnify us for any loss
resulting from a breach of this warranty and defend us against claims
regarding the same.
16. Trademarks and Service
Marks
“HEIGHTS”, “Heights Platform”, the Heights Platform logo icon, “Velora,” “Velora Studios,” and the Velora
Studios icon are registered trademarks used by us, Velora Studios, LLC, to
uniquely identify our Site, Service, and business. Additionally, the
service mark “Climb Above” and the service mark “Creator Climb” are an unregistered trademarks protected generally
by the provisions of the Lanham Act, as well as various status prohibiting
unfair competition and the common law tort of passing off. You agree
not to use our marks anywhere without our prior written consent.
Additionally, you agree not to use our trade dress, or copy the look and
feel of our Site, App, or their design, without our prior written
consent. You agree that this paragraph goes beyond the governing law
on intellectual property law, and includes prohibitions on any competition
that violates the provisions of this paragraph, including starting your own
App or other directly or indirectly competing business.
17. Revocation of
Consent
We may revoke our consent for your use of
our intellectual property, or any other permission granted to you under
this Agreement, at any time. You agree that if we so request, you
must take immediate action to remove any usage of our intellectual property
that you may have engaged in, even if it would cause a loss to
you.
18. Copyright & Trademark
Infringement
Users must not post any information that
infringes on anyone’s copyright. We take copyright infringement very
seriously, and we have registered a Copyright Agent with the United States
Copyright Office, which limits our liability under the Digital Millennium
Copyright Act. If you believe that your copyright has been infringed,
please send us a message which contains:
- Your name.
- The name of the party whose copyright
has been infringed, if different from your name.
- The name and description of the work
that is being infringed.
- The location on our website of the
infringing copy.
- A statement that you have a good faith
belief that use of the copyrighted work described above is not
authorized by the copyright owner (or by a third party who is legally
entitled to do so on behalf of the copyright owner) and is not
otherwise permitted by law.
- A statement that you swear, under
penalty of perjury, that the information contained in this notification
is accurate and that you are the copyright owner or have an exclusive
right in law to bring infringement proceedings with respect to its
use.
You must sign this notification and send it
to our Copyright Agent at support@heightsplatform.com. Since we request
notification by e-mail, an electronic signature is acceptable.
Although U.S. law does not provide for a similar procedure for trademark
infringement, we recommend that you send us similar information to that
above in regards to any allegation of trademark infringement, and we will
address it as soon as practicable.
19. Representations &
Warranties
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS
TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR
PURPOSE. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT
WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT
OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR
SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE
LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE
TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR
LIABILITY TO, IF SUCH A MINIMUM EXISTS.
YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY
WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING
BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT,
DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER
ACTIONABLE CONDUCT TOWARDS YOU.
WE ARE NOT RESPONSIBLE FOR ANY MISUSE OF OUR
APP, AND YOU AGREE THAT YOU ARE RESPONSIBLE FOR DETERMINING THE SUITABILITY
OF OUR APP AS IT APPLIES TO YOU.
WE ARE NOT RESPONSIBLE FOR ANY LOSSES WHICH
RESULT FROM SERVER DOWNTIME OR OTHER TECHNICAL ISSUES.
WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON
THE PART OF OUR PAYMENT PROCESSOR TO PROCESS YOUR PAYMENTS PROPERLY, AND
YOU SHOULD CONTACT THEM AND/OR YOUR CARD COMPANY DIRECTLY TO SOLVE ANY
PAYMENT ISSUES WHICH YOU MAY HAVE.
WE ARE NOT LIABLE FOR ANY FAILURE OF THE
GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES
OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR
UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE
TEMPORARILY OR PERMANENTLY.
THE PROVISION OF OUR SERVICE TO YOU IS
CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS
AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS &
WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST
PARAGRAPH OF THIS SECTION.
For Jurisdictions that do not allow
us to limit our liability: Notwithstanding
any provision of these Terms, if your jurisdiction has provisions specific
to waiver or liability that conflict with the above then our liability is
limited to the smallest extent possible by law. Specifically, in
those jurisdictions not allowed, we do not disclaim liability for: (a)
death or personal injury caused by its negligence or that of any of its
officers, employees or agents; or (b) fraudulent misrepresentation; or (c)
any liability which it is not lawful to exclude either now or in the
future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT
REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING
APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF
THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION
1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE
THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY
SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR
EFFECT AS THE AFOREMENTIONED RELEASE.
20.
Indemnity
You agree to indemnify and hold us harmless
for any claims by you or any third party which may arise from or relate to
this Agreement or the provision of our service to you, including any
damages caused by your use of our website or acceptance of the offers
contained on it. You also agree that you have a duty to defend us
against such claims and we may require you to pay for an attorney(s) of our
choice in such cases. You agree that this indemnity extends to
requiring you to pay for our reasonable attorneys’ fees, court costs, and
disbursements. In the event of a claim such as one described in this
paragraph, we may elect to settle with the party/parties making the claim,
and you shall be liable for the damages as though we had proceeded with a
trial.
Heights provides an App to its Users as a service. Heights is not a marketplace, and is not
responsible for any interactions between its Users and their Students.
21. Choice of
Law
This Agreement shall be governed by the laws
in force in the State of Texas. The offer and acceptance of
this contract are deemed to have occurred in the State of
Texas.
22. Forum of
Dispute
You agree that any dispute arising from or
relating to this Agreement will be heard solely by a court of competent
jurisdiction in the State of Texas. Specifically, where the
subject matter of a dispute is eligible for it, you agree that any disputes
shall be head solely within the lowest court of competent jurisdiction
having the authority to hear civil matters in the State of Texas
(“Small Claims Court”).
If a dispute claims multiple claims and one
or more of those claims would be eligible to be heard by the Small Claims
Court, you agree not to bring the other claims against us and to instead
proceed within the Small Claims Court.
If you would be entitled in a dispute to an
amount exceeding the monetary jurisdiction of the Small Claims Court, you
agree to waive your right to collect any damages in excess of the monetary
jurisdiction and instead still bring your claim within the Small Claims
Court.
You agree that if a dispute is eligible to
be heard in Small Claims Court but you would be entitled to an additional
or alternative remedy in a higher court, such as injunctive relief, you
will waive your right to that remedy and still bring the dispute within the
Small Claims Court.
If you bring a dispute in a manner other
than in accordance with this section, you agree that we may move to have it
dismissed, and that you will be responsible for our reasonable attorneys’
fees, court costs, and disbursements in doing so.
You agree that the unsuccessful party in any
dispute arising from or relating to this Agreement will be responsible for
the reimbursement of the successful party’s reasonable attorneys’ fees,
court costs, and disbursements.
If for any reason the provisions in this
section as to the proper forum of dispute are found to be unenforceable and
another state may have jurisdiction over such disputes, you agree that this
section shall apply as analogously as possible in that other state,
including but not limited to the requirement that the dispute be brought in
that state’s small claims court.
23. Force
Majeure
You agree that we are not responsible to you
for anything that we may otherwise be responsible for, if it is the result
of events beyond our control, including, but not limited to, acts of God,
war, insurrection, riots, terrorism, crime, labor shortages (including
lawful and unlawful strikes), embargoes, postal disruption, communication
disruption, unavailability of payment processors, failure or shortage of
infrastructure, shortage of materials, or any other event beyond our
control.
24.
Severability
In the event that a provision of this
Agreement is found to be unlawful, conflicting with another provision of
the Agreement, or otherwise unenforceable, the Agreement will remain in
force as though it had been entered into without that unenforceable
provision being included in it.
If two or more provisions of this Agreement
are deemed to conflict with each other’s operation, Heights shall have
the sole right to elect which provision remains in force.
25.
Non-Waiver
Heights reserves all rights afforded to
us under this Agreement as well as under the provisions of any applicable
law. Our non-enforcement of any particular provision or provisions of
this Agreement or the any applicable law should not be construed as our
waiver of the right to enforce that same provision under the same or
different circumstances at any time in the future.
26. Termination &
Cancellation
We may terminate your account or access as
well as access to our Site and Service to you at our discretion without
explanation, though we will strive to provide a timely explanation in most
cases. Our liability for refunding you, if you have paid anything to
us, will be limited to the amount you paid for goods or services which have
not yet been and will not be delivered, except in cases where the
termination or cancellation was due to your breach of this Agreement, in
which case you agree that we are not required to provide any refund or
other compensation whatsoever.
27. Assignment of
Rights
You may not assign your rights and/or
obligations under this Agreement to any other party without our prior
written consent. We may assign our rights and/or obligations under
this Agreement to any other party at our discretion.
28.
Amendments
We may amend this Agreement from time to
time. When we amend this Agreement, we will post the changes
here. You must read this page every time you access our Site or
Service, and if you do not agree to any changes, you must cease using our
Site and Service immediately and inform us of your non-agreement with
sufficient information to identify your account at support@heightsplatform.com so that we may disable your
account.
29. California Users and
Residents
Pursuant to California Civil Code Section
1789.3, any questions about pricing, complaints, or inquiries about Heights must be sent to support@heightsplatform.com.
Lastly, California users are also entitled
to the following specific consumer rights notice: The Complaint Assistance
Unit of the Division of Consumer Services of the California Department of
Consumer Affairs may be contacted in writing at 1625 North Market Blvd.,
Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800)
952-5210.
Last Modified: August 31,
2023
