Welcome to HeyTutor (“Website” and/or “Company”), an online marketplace where Tutors and Students can connect. This Terms of Use (“Agreement”) binds you to the terms and conditions set forth herein when you access the Website or any of our other services (“Services”). If you wish to use our Services, then you must review, comply, and agree to be bound by the terms and conditions of this Agreement.
1. ACCEPTANCE OF THE TERMS OF USE AGREEMENT
This Agreement sets out the legally binding terms of use of our Services, including our Privacy Policy and any other terms incorporated herein by reference. This Agreement may be modified by HeyTutor on occasion, and such modifications shall be effective when provided in writing or upon posting.
2. ELIGIBILITY
Use of our services is void where prohibited. Access or use of our Services by anyone under the age of majority is prohibited and requires consent to this Agreement by a responsible adult, parent, or legal guardian.
By using our Services, you represent that you have not been involved or been the subject to any criminal or legal action, including but not limited to: 1) misdemeanor or felony criminal convictions; 2) civil or criminal restraining orders; 3) registration as a sex-offender; 4) or any pending legal action involving violence or moral turpitude offenses.
Students under the age of majority shall not participate in a tutoring session, unless a responsible adult, parent, or legal guardian is present. Likewise, Tutors shall not provide lessons to Students under the age of majority unless a responsible adult, parent, or legal guardian is present.
3. HOW THE SERVICE WORKS
Overview
HeyTutor is an online marketplace where Tutors and Students can connect. At HeyTutor, Tutors are independent contractors hired by Students. Students are free to access a large database of Tutors filtered by location and subject, and Tutors are able to create a custom profile, set their own rates and policies, and browse for nearby jobs. After each session Tutors are reviewed by HeyTutor Students, creating an online marketplace built on trust and driven by positive results. HeyTutor cuts out the middleman and allows Students and Tutors to connect with each other.
HeyTutor Courses
Tutors may submit a series of pre-recorded lessons, quizzes, worksheets, and notes designed to cover all aspects of a core subject (each, a "HeyTutor Course", collectively, the "HeyTutor Courses"). HeyTutor Courses must cover certain academic and professional subjects, and will be available to all students who use HeyTutor for a separate subscription. HeyTutor shall have no obligation to accept or approve a HeyTutor Course or to accept or approve any modifications, changes or alterations of a HeyTutor Course, and all decisions to accept or approve any HeyTutor Course shall be reserved for HeyTutor’s sole, exclusive, absolute and unfettered discretion. HeyTutor reserves the right not to make the HeyTutor Course available to the public and, after the HeyTutor Course has been made available to the public, the right to discontinue the HeyTutor Course for any reason at its sole, exclusive, absolute and unfettered discretion. For any HeyTutor Course that HeyTutor solicited Tutor to provide or deliver to HeyTutor, Tutor agrees not to remove such HeyTutor Course prior to the expiration of the twelve month anniversary of its availability on the HeyTutor platform.
License to HeyTutor Courses
If HeyTutor accepts and approve any HeyTutor Course, Tutor hereby grants a non-exclusive, irrevocable, royalty-free, worldwide, perpetual right and license, with the right to sub-license (including through multiple tiers), to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform HeyTutor Courses or any other materials or information (including, without limitation, ideas for new or improved products or services) Tutor delivers or communicates to HeyTutor by all means and in any media now known or hereafter developed.
License to Tutor’s Name and Likeness
Also, Tutor hereby grants HeyTutor an irrevocable, nonexclusive, sublicensable (including through multiple tiers), assignable, transferable and worldwide right and license to use, disclose, publicly perform, commercialize, incorporate (without attribution), exploit, modify and create derivative works from Tutor’s name, voice, personal data and identifying information, photograph, likeness and other biographical data ("Name and Likeness") in and in connection with the production, distribution, advertising, publicity, promotion, merchandising, exhibition and other exploitation of all versions and formats of any HeyTutor Course and the businesses, services, programs and/or products of Company, and their licensees, sublicensees and assigns (including all advertising, publicity and promotion and materials associated therewith) and in or in connection with any portion of a HeyTutor Courses in which Tutor does not appear, including without limitation in billing, cast credits, advertising, promoting or publicizing any such episode, in any manner, in any and all media and by any means now known or hereafter devised (including, but not limited to, use in and in connection with publishing, by- products, tie-ins, merchandise, commodities and services of every kind, as well as in connection with or on materials which package or enclose any such items) and no additional payment shall be required for any such uses, unless otherwise specified in a written agreement with HeyTutor. HeyTutor may include photographs or other images or depictions of the likeness of tutor in or in relation to any exploitation of any HeyTutor Course and all documentation, promotional films and videos of any HeyTutor Course in any manner and by any means throughout the universe. Tutor acknowledges and agrees that any product placement(s) (or Tutor’s use of any product or verbal mention of any product) within any HeyTutor Course and any advertisements within or connected to any HeyTutor Course shall not constitute any endorsement or sponsorship by Tutor of such product or service.
Tutor's Representations and Warranties for HeyTutor Courses
Tutor represents and warrants that: (a) HeyTutor Courses are and will be an original work of Tutor, Tutor shall be the sole author, artist, writer, composer, lyricists and performer of any HeyTutor Courses, and no person or entity other than the Course Creator shall have any exclusive rights, including copyrights, in or to the HeyTutor Courses; (b) Tutor has the right and unrestricted ability to grant the license and rights for the HeyTutor Course to HeyTutor (c) neither the HeyTutor Course nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, and (d) Tutor will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Tutor agrees to indemnify and hold HeyTutor harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Tutor of any term or condition hereof and any negligent or more culpable action or inaction.
Specific Rules for Tutors
When a Tutor provides or delivers a HeyTutor Course for HeyTutor, Tutors acknowledges and agrees that:
Tutor shall honor any enrollments through heytutor.com (the "Platform") at the price and time listed by HeyTutor, and Tutor shall not to refuse enrollments or participation by any student for any discriminatory or illegal reason. Tutor understands and agrees that the Company has sole, exclusive, absolute and unfettered discretion with respect to the terms and conditions, including as to price, free-trial or tier-levels, by which any HeyTutor Course is publicly offered for sale or license.
Tutor grants HeyTutor the right to place advertisements on all of the content submitted by Tutor (including the HeyTutor Courses) to HeyTutor for inclusion on or hosting by HeyTutor, including through the Platform (the "Content") at HeyTutor’s sole, exclusive, absolute and unfettered discretion.
Tutor owns or has the necessary licenses, rights, consents (including, as applicable, all moral rights and/or consents, or have obtained waivers in respect of all moral rights and similar rights) and permissions, and the authority to authorize HeyTutor to reproduce, distribute, publicly perform, publicly display, communicate to the public, promote, market and otherwise use and exploit any and all of the Content Tutor submits on and through the Platform.
Any Content Tutor provides to HeyTutor will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law.
Tutor represents and warrants to HeyTutor that Tutor has the required qualifications, credentials and expertise, including without limitation, education, training, knowledge and skill sets to teach and offer the services Tutor offers on any HeyTutor Courses and through the Platform.
Tutor agrees to conduct himself or herself in a professional manner and in compliance with all applicable laws at all times.
Tutor understands that by teaching a HeyTutor Course Tutor’s students will have the ability to post a review of this course. HeyTutor cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.
Tutor may choose to remove Content from Tutor’s HeyTutor Course and HeyTutor may, in its sole, exclusive, absolute and unfettered discretion, continue to provide it to students who have paid for or enrolled in Tutor’s accepted HeyTutor Course.
Tutor grants HeyTutor full ownership of any video content that Tutor has filmed for Tutor. It is at HeyTutor’s sole, exclusive, absolute and unfettered discretion to remove, add, or edit that video content.
Tutor will not submit Content to HeyTutor that violates HeyTutor's Terms of Service and other rules and guidelines HeyTutor has or may produce.
HeyTutor reserves the right to, but is under no obligation, to delete any HeyTutor Course at any time for any reason.
HeyTutor's Rights
Additionally, HeyTutor reserves these rights:
We can make changes to the HeyTutor website and Platform without notice or liability.
We have the right to terminate Tutor’s membership, account, payment, or other affiliation with HeyTutor at any time for any reason. We can change our eligibility criteria at any time. If these things are prohibited by law where Tutor lives or performs services, then we revoke Tutor’s right to use the Platform in that jurisdiction.
We cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
We have the right to remove a Tutor from a HeyTutor Course at any time, without prior notice, at our sole, exclusive, absolute and unfettered discretion, should we identify that Tutor’s account is associated with behavior that we deem to be in violation of our rules or guidelines or rules or guidelines we may add in the future.
We have the right to reject, cancel, interrupt, remove, or suspend any HeyTutor Course, comment, or other posted comment at any time and for any reason.
HeyTutor is not liable for any damages as a result of these actions, and it is our policy not to comment on the reasons for any such action.
Limitation of Liability
IN NO EVENT WILL HEYTUTOR BE LIABLE TO COURSE CREATOR FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF HEYTUTOR ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID TO COURSE CREATOR.
4. INDEPENDENT CONTRACTOR STATUS
HeyTutor’s services are separate and distinct from the services of the Tutors. You acknowledge that Tutors are not employees or agents of HeyTutor, but are independent contractors who operate as a distinct entity from HeyTutor. As such, we do not endorse the Tutors, their manner of service to you, exercise no control over your relationship with the Tutor, and do not warrant your safety or service of any Tutor. Students are responsible for carefully hiring Tutors.
5. CODE OF CONDUCT
We endeavor to keep HeyTutor safe and useful for everyone. Users must comply with all applicable laws, terms of use, and posted rules, including but not limited to:
Use our Services for any unlawful purpose;
Transmit any content, language, imagery, or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property rights;
Transmit any material, non-public information about companies without the express authorization to do so;
Transmit any advertisements, solicitations, or any other unsolicited commercial communication except as otherwise expressly permitted by HeyTutor;
Engage is spamming or flooding;
Be disruptive in any tutoring lesson;
Engage in any communication related to sexual conduct or profanity;
Transmit any software that contain any viruses, malware, Trojan horse, or any other material that disrupts and causes harm;
Solicit any Tutor for work with or for another company for employment and independent contractor services;
Modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website or our Services;
Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
Permit anyone whose account was terminated to use our Services through your account or transfer your account to another party without our consent
Use of our Services may be revoked at any time, for any reason, in our sole discretion. Illegal and/or unauthorized uses of our Services may be referred for criminal prosecution.
6. FINANCIAL TERMS
HeyTutor collects payment from Students and distributes it to Tutors. Students must maintain a valid and verified form of payment with HeyTutor in order to facilitate payment to Tutors. Tutors must comply with the payment terms as provided for the Independent Contracting Agreement.
Students must maintain a valid form of payment with HeyTutor in order to facilitate payment to Tutors.
As for HeyTutor Courses, HeyTutor shall pay Tutor only for those accepted HeyTutor Course and for which HeyTutor has actually generated revenue. HeyTutor shall compensate the Tutor for accepted HeyTutor Courses as follows:
Pooling of Subscription Revenue. The Company will, on a monthly basis, allocate thirty percent (30%) of the revenue actually received by HeyTutor from monthly subscriptions (less any applicable deductions such as payment processing fees and user refunds) to the collective of all accepted HeyTutor Courses from all the tutors on the HeyTutor Platform (the “Subscription Content”) into a shared revenue pool (“Subscription Revenue Pool”). Course Creator acknowledges and agrees that Company shall have no liability in excess of the Subscription Revenue Pool.
Compensation from Subscription Revenue Pool. Each Tutor’s compensation (the “Monthly Subscription Payment”) shall be equal to the product derived from multiplying (1) the Subscription Revenue Pool (2) by the quotient derived from dividing (a) the total number of minutes watched by all users subscribed to the Course Creator’s Accepted Courses during each calendar month (the “Total Individual Accepted Course Minutes”) by (b) the total number of minutes watched by all users subscribed to Subscription Content during each calendar month (“Total Subscription Minutes”). The Monthly Subscription Payment will be calculated by HeyTutor on a good faith basis. For illustrative purposes only, if the revenue generated from subscriptions for Subscription Content equaled $100,000 for a calendar month, the Total Individual Accepted Courses Minutes thereof was 100,000, and the Total Subscription Minutes thereof was 500,000, then (x) Subscription Revenue Pool would equal $30,000 (assuming no payment processing fees therefor), (y) and the Course Creator would have earned compensation equal to $6,000 ((100,000/500,000) * $30,000).
Timing of Payments; Disputes. HeyTutor shall pay the Tutor its Monthly Subscription Payment in arrears on the first (1st) day of each month, subject to a three-day payment processing period, beginning on the month following the month in which Tutor publishes its first accepted HeyTutor Course and has been watched by users subscribed to the Tutor’s accepted HeyTutor Course for a minimum of thirty (30) total minutes (“Monthly Subscription Payment Commencement”); provided however, that HeyTutor shall have no liability to pay the Tutor the Monthly Subscription Payment for any particular month following Monthly Subscription Payment Commencement, unless and until the Total Individual Accepted Course Minutes for each such month is at least thirty (30) total minutes. Tutor shall provide written notice to HeyTutor of any disputed amounts within 30 days of the date of which a payment was or should have been made, or Tutor waives any right to challenge, contest or object to such calculation or to dispute any payment.
7. BACKGROUND CHECK
HeyTutor does not confirm nor deny the validity of information and content provided by Students and Tutors, including their eligibility. It is the User’s responsibility to conduct any background check of other Users.
Students can purchase background checks on Tutors through our partner GoodHire (www.goodhire.com), which checks the National Criminal Records, Social Security Number Trace, Address History Trace, Sex Offender Watch List, and Terrorist Watch List, amongst others. Tutors must consent to a background check or be removed from Company’s site. After review of the background report, Company may remove Tutor from the site.
Users must comply with GoodHire’s terms of use. HeyTutor is not liable for the accuracy of GoodHire’s information.
8. MOBILE TEXT (SMS) NOTIFICATIONS
Company offer Tutors a chance to enroll in text message alerts to receive a text notifications regarding various items, including messages from Students. You will have an opportunity to confirm the service by providing your phone number and replying YES to the message received. You may cancel the service by texting STOP or opting out in the website.
HeyTutor does not charge separately for this service; however, message and data rates may apply from your mobile carrier. Subject to the terms and conditions of your mobile carrier, you may receive text messages sent to your mobile phone.
9. GENERAL DISCLAIMER
HeyTutor disclaim all, and assume no responsibility for, evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any information contained within information posted or provided by Users. We assume no responsibility for ensuring compliance with any applicable laws, rules and regulations or this Agreement. We have not inspected the location where any instruction will be provided. We are not responsible for the conduct, whether online or offline, of any user of our Services. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or our Services, any content posted on the Website or transmitted to Members, or any interactions between users of our Services, whether online or offline. We cannot guarantee and do not promise any specific results from use of our Services.
Our Services may give you access to links to third-party websites ("Third Party Sites"), either directly or through Providers. We not endorse any of these Third Party Sites and do not control them in any manner. Accordingly, we do 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.
Please carefully select the type of information that you post on the Website or release to others using our Services. We cannot guarantee that each Member is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of our Services by persons under the age of majority in violation of this Agreement. Also, it is possible that Users may post or transmit offensive or obscene materials using our Services and that you may be involuntarily exposed to such offensive and obscene materials. It also is remotely possible for others to obtain personal information about you due to your use of our Services, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose using our Services.
We disclaim all liability, regardless of the form of action for the acts or omissions of Users, whether such acts or omissions occur during the use of the website, our services or otherwise.
Our website, content, submitted content, courses, and any other materials made available on or through the use of our services are provided “As Is,” without any warranties of any kind and, to the fullest extent permissible under applicable law, we hereby disclaim 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.
10. ARBITRATION AND GOVERNING LAW
You and HeyTutor agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the Terms of Use, your use of or access to our Services, or any products or services sold or purchased through our Services, will be resolved in accordance with the provisions set forth in this Section (“Agreement to Arbitrate”).
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and HeyTutor, except as otherwise stated in this Agreement.
B. Agreement to Arbitrate
You and HeyTutor each agree that any and all disputes or claims that have arisen or may arise between you and HeyTutor relating in any way to or arising out of this or previous versions of the Terms of Use, your use of or access to HeyTutor’s Services, or any products or services sold, offered, or purchased through HeyTutor shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
I. Prohibition of Class and Representative Actions and Non-Individualized Relief
You and HeyTutor agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and HeyTutor agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other users.
II. Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. All issues are for the arbitrator to decide, except as prohibited by law.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, written Notice of Dispute ("Notice"). The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The Notice to HeyTutor should be sent to HeyTutor, Attn: Litigation Department, Re: Notice of Dispute, HeyTutor LLC, 12327 Santa Monica Blvd. Los Angeles, CA 90025. HeyTutor will send any Notice to you to the physical address we have on file associated with your HeyTutor account; it is your responsibility to keep your physical address up to date.
If you and HeyTutor are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or HeyTutor may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to HeyTutor at the following address: HeyTutor LLC, 12327 Santa Monica Blvd. Los Angeles, CA 90025. In the event HeyTutor initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your HeyTutor account. Any settlement offer made by you or HeyTutor shall not be disclosed to the arbitrator.
The arbitration hearing shall be conducted at a location which is reasonably convenient to both parties. If the value of the relief sought is $10,000 or less, you or HeyTutor may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and HeyTutor subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or HeyTutor may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same HeyTutor user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
III. Costs of Arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse HeyTutor for all fees associated with the arbitration paid by HeyTutor on your behalf that you otherwise would be obligated to pay under the AAA's rules.
IV. Severability
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement will continue to apply.
V. Future Amendments to the Agreement to Arbitrate.
Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against HeyTutor prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and HeyTutor. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on the Website or within Terms of Use at least 30 days before the effective date of the amendments. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
C. Judicial Forum for Legal Disputes.
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and HeyTutor must be resolved exclusively by a state or federal court located in Los Angeles County, California. You and HeyTutor agree to submit to the personal jurisdiction of the courts located within Los Angeles, California for the purpose of litigating all such claims or disputes.
11. RELEASE AND INDEMNIFICATION
In the event that you have a dispute with one or more members or other users of our services or any third party website that may be linked to or from or otherwise interact with our services, including without limitation any social media site, you hereby agree to release, remise, and forever discharge HeyTutor and our respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements or any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the website and our services.
Unless otherwise prohibited by law, you waive California Civil Code Section 1542, which provides, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
You hereby agree to indemnify, defend and hold HeyTutor and our respective agents, directors, officers, employees, and all other related persons or entities (collectively, the "indemnified parties") harmless from and against any and all liability and costs incurred by the indemnified parties in connection with any claim arising out of your use of the website, our services or otherwise relating to the business we conduct (including, without limitation, any potential or actual communication, transaction or dispute between you and any other member or third party), any content posted by you or on your behalf or posted by other users of your account to the website, any use of any services or service provided by a third party provider, any use of a tool or services offered by us that interacts with a third party website, including without limitation any social media site or any breach by you of these terms or the representations, warranties and covenants made by you herein, including without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent. This section survives termination of this agreement.
12. RIGHT TO USE YOUR CONTENT
HeyTutor may use contents submitted users, including pictures, profile content, and reviews, among other things in a number of different ways, including to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works. You agree to irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use your content for any purpose. As such, you irrevocably waive, and cause to be waived, against HeyTutor any claims with respect to your content.
13. COPYRIGHT POLICY
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
14. PROPRIETARY INFORMATION
HeyTutor contains information which is proprietary to us, our partners, and our users. We assert full copyright protection in the Service. Information posted by us, our partners or users of the Service may be protected whether or not it is identified as proprietary to us or to them. You agree not to modify, copy or distribute any such information in any manner whatsoever without having first received the express written permission of the owner of such information.
15. ENTIRE AGREEMENT
If either party does not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend this Agreement. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. This Agreement, including the documents referenced herein, contains the entire agreement between you and us regarding the use of the Website and/or our Services. This Agreement is binding on the parties hereto and their successors and assigns.