Effective as of December 12, 2012
The StraighterLine web site (the “Site”), including the platform (the “Professor Direct Platform”) that includes software tools, learning tools, course content and other educations services and is made available to qualified subject matter experts, faculty, professors, professionals and other qualified parties (each an “Instructor”) to augment or supplement the StraighterLine Baseline Courses (as defined below) in order to created and offer a customized course(s) on the StraighterLine site, the Courses (defined below), and the educational services made available on our through the Site (the “Services”), are owned, operated, licensed and maintained, as applicable, by StraighterLine, Inc. (“we,” “our,” “us,” or the “Company”). The Services include, without limitation, facilitating and hosting Instructor Courses (defined below), and taking feedback from Users (defined below).
The Site, including the Professor Direct Platform, the Courses and Services are, collectively, the "Company Products."
THESE TERMS, INCLUDING THIS INTRODUCTORY SECTION, CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. BY USING THE COMPANY PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE - AND ARE NOT AUTHORIZED TO USE - ALL OR ANY PORTION OF THE COMPANY PRODUCTS.
For the purposes of this agreement, "you" means a parent who pays for access to the Company Products as well as the student, Instructor (as defined below), or other User (as defined below) who accesses or uses the Company Products. If you are a parent, guardian, or other person who enables a child to access the Company Products, you agree to stand in the shoes of such child for the purposes of making us whole in case of damages or indemnification that could properly lie against a child, if not for his or her age. This Site is intended for use by you only if you are 13 years of age or older.
If you are using or opening an account to use the Company Products on behalf of a company, entity or organization (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms, and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
- The Company Products enable students, parents, schools and Subscribing Entities (collectively, "Users") to have access to (a) courses (“StraighterLine Baseline Courses”) based on licensed, open source and/or proprietary content from various publishers, which include assessments and support sufficient to receive a recommendation of academic credit by the American Council of Education’s ACE CREDIT Recommendation Service (“ACE Credit”), (b) Instructor Courses (defined below) that augment or supplement the StraighterLine Baseline Courses via the our proprietary Professor Direct Platform, (c) stand-alone tests based on licensed or proprietary content from various publishers (“Tests”), (d) E-Books from various publishers (“E-Books”) and (e) other Services, including tutoring, proctoring and other Services made available via the Site from time to time. StraighterLine BaseLine Courses do not include Introductory Algebra or Developmental Writing, both of which are college preparatory level and not intended to receive a recognition of academic credit at the college level.
- Any StraighterLine Baseline Course as augmented and supplemented by an Instructor within the Professor Direct Platform is referred to herein as an “Instructor Course.” By way of example that augmentation or supplementation may, but is not required to, include additional live or recorded instruction, additional content, additional tutoring, or other additional learning services. For the avoidance of doubt, an Instructor Course contains the whole of the applicable StraighterLine Baseline Course and an Instructor may not remove content, including, but not limited to, the assessments for that StraighterLine Baseline Course. The StraighterLine Baseline Courses and Instructor Courses are referred to herein as the “Courses.”
- You understand and agree that these Terms are entered into in consideration of your use of the Company Products and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
- Changes to these Terms. Company reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Site. Any revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. You should visit this page regularly to ensure your continued acceptance of these Terms. Your continued use of the Company Products after any revision to these Terms constitutes your binding acceptance of the revised Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision.
- Evolving Nature of Services. The Company Products are new and subject to change at any time. We are continually looking to improve the Company Products but if you are at any time dissatisfied with the Company Products, then your sole remedy is to discontinue use of the Company Products.
- Electronic Notices. By using the Company Products or communicating with us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Company Products. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the Site or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at [email protected].
4. Connectivity Costs and Equipment
You are solely responsible for all service, telephony and/or other fees and costs associated with your access to and use of the Company Products, including, but not limited to, any data charges imposed by a wireless carrier or Internet service provider, and for obtaining and maintaining all telephone, computer hardware, webcams and other equipment required for such access and use.
5. Fees and Taxes
Joining the Site and browsing for Courses is free. Company may change its fee policies at any time in its sole discretion, including charging for access to the Site, but no fee change will be binding upon you until you agree to such fee changes.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method that is accepted by the Company in its sole discretion. If your payment method fails or your account is past due, then we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Company Products pending resolution of any amounts due by you to Company.
6. General Disclaimer
The Professor Direct Platform is a marketplace for Instructors and Users. We do not hire or employ Instructors nor are we responsible or liable for any interactions involved between the Instructors and their respective Users. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Users, including, but not limited to, any User's reliance upon any information provided by an Instructor.
We do not control Submitted Content and Services (as defined below) posted or offered on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content and Services. You also understand that by using the Site you may be exposed to Submitted Content and Services that is offensive, indecent, or objectionable. You hereby agree to hold Company harmless from and against any and all claims that you may have arising out of your access or use of any Submitted Content and Services.
The Company Products are controlled and operated by Company from its offices in the State of Maryland, United States of America. Company makes no representation that materials made available through Company Products are appropriate or available for use in other locations. Those who choose to access or use the Company Products from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to or use of the Company Products from jurisdictions where the contents or practices of the Company Products are illegal, unauthorized or penalized is strictly prohibited.
You may only access the Company Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Company Products. You agree not to use the Company Products, including the Courses or other Company Content, to recruit, solicit, or contact in any form Instructors or potential Users for employment or contracting for a business not affiliated with us without our advance written permission, which may be withheld in our sole discretion. You assume any and all risks from any meetings or contact between you and any Instructors or other Users of Company Products. You should be careful before meeting any Instructor or other User in person and should only do so in public. Remember to always be safe.
8. Specific Obligations of Instructors
If you are an Instructor registering for use of the Site, then you hereby agree that:
- You have read and agree to abide by the pricing information (see the Pricing section below) before using the Company Products;
- Instructor Submitted Content and Services. You are fully responsible for all Submitted Content and Services you provide in, through, or arising out of your use of the Company Products, and for the accuracy of same. In connection with any materials, services, information, communications or ideas that you upload, communicate or otherwise transmit, post or offer on or through Company Products (the “Submitted Content and Services”), you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, and otherwise use and exploit such Submitted Content and Services on and through Company Products in the manner contemplated by these Terms, and to promote the availability of that Submitted Content and Services on and through the Site in any and all media, whether now known or hereafter created;
- Instructor Qualifications. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the Submitted Content and Services, and that the credentials you post on and through the Site are accurate, truthful, complete, and not misleading;
- Inappropriate Content. You will not post any inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content;
- You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through Company Products or to Users;
- Unauthorized Users. You will not use Company Products for any business other than for providing tutoring, teaching and instructional services to Users of the Site and the Professor Direct Platform;
- No Third-Party Licenses, Royalties. You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
- No Copying, Modification or Distribution of Company Content. You will not copy, modify or distribute Company content from our Site, including all or any part of the StraighterLine Baseline Courses and any trademark and copyright;
- No Interference. You will not interfere with or otherwise prevent other Instructors from providing their services or Instructor Courses;
- Responsiveness. You will keep Your Data (as defined below) up-to-date, and respond to Users seeking your services in a timely fashion, so as to ensure quality of service provided to students, parents and other Users of the Site;
- Age Requirement. If you are under the age of 18, but are qualified to be an Instructor, you will obtain parental or legal guardian permission as and when needed, and before registering with the Site; and
- Governmental and Other Licenses, Approvals. If you are in a state or locale where any form of instructing requires a license, credential, certification or other form of governmental or third party license, consent, authorization or permission, you shall not use the Company Products as an Instructor until such license, consent, authorization or permission is obtained.
9. Specific Obligations of Users using the Site
As a User in search of Courses and/or engaging Instructors, you agree that:
- You have read, understood, and agree to be bound by the pricing information (see the Instructor Premium Pricing, Royalty Fees and Advertising section below) before using the Site or registering for a Course;
- If you are under the age of 18, you have obtained parental or legal guardian consent before using the Site, contacting an Instructor, or registering for a Course.
You also agree that you will not do any of the following on or through the Company Products:
- upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
- post any inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content;
- manipulate or interfere with the Company Products;
- reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Submitted Content and Services or other content obtained from any Company Products without our express written permission or the permission of the Instructor who authored such Submitted Content and Services, excluding only reproductions made for your personal, non-commercial use or for a reproduction and distribution back to an Instructor as part of a Course;
- disclose any information to an Instructor that could be considered personally identifiable information including, but not limited to, your full name, address, telephone number, email address, Social Security number, password or any other information that could be used to identify or locate you; and
- solicit personal information from any Instructor, and agree that if any Instructor ever discloses such information to you or asks you for any personal information, you agree to immediately report this to us in writing to [email protected]
StraighterLine and Instructors of the Courses reserve the right to cancel, interrupt or reschedule any Course or modify its content as well as the point value or weight of any assignment, exam or other evaluation of progress. Courses offered are subject to the Warranty Disclaimer and Limitation of Liability sections below.
Except as set forth below, you acknowledge that neither StraighterLine nor any Instructor will be involved in any attempts to get the Course recognized by any educational or accredited institution.
The format of the StraighterLine transcript will be determined at the discretion of StraighterLine, and may vary by class in terms of formatting, e.g., whether or not it reports your detailed scores or grades in the class, and in other ways.
You acknowledge that the Courses will not stand in the place of a course taken at an accredited institution, and do not convey academic credit until or unless recognized by an accredited college or university.
StraighterLine Articulation Agreements. StraighterLine has entered into articulation agreements (“StraighterLine Articulation Agreements”) with accredited colleges and universities which set forth the specific course equivalencies for Courses at those institutions. Terms of the StraighterLine Articulation Agreements that are applicable to whether the applicable institution will recognize a Course upon your admission for academic credit and how it would fit within such institution’s degree plans are set forth on the Site. In no instance is any college or university that is a party to an Articulation Agreement (each, a “Partner College”) required to admit you into any program at that institution as a result of you taking or completing any Course. In all cases, Partner Colleges make all decisions on admission to those institutions. A Partner College may recognize some Courses for academic credit upon admission but not recognize other Courses. You must confirm directly with the applicable Partner College for any Course not specifically subject to a StraighterLine Articulation Agreement how and whether such Course may be recognized for Credit.
ACE Credit. All Courses have been evaluated and recommended for credit by the American Council of Education’s ACE CREDIT Recommendation Service (“ACE Credit”). The ACE Credit College and University Network is a group of more than 2,000 higher education institutions that consider ACE credit recommendations for transfer to degree programs. Ultimately, every college and university has the discretion to accept credit for ACE CREDIT recommendations as they see fit, so you must contact the college where you intend to apply before starting the application process to find out their policies beforehand.
11. Registration and Identity Protection
To use certain Company Products, you will need to register for a personal account on the Site (a “MyLine Account”) by providing an email address and password for your MyLine Account. You agree that you will never divulge or share access or access information to your MyLine Account with any third party for any reason. You also agree to that you will create, use, and access only one MyLine Account, and that you will not access the Site using multiple accounts.
You must notify us (a) immediately of any unauthorized use of your MyLine Account and any other breach of security, and (b) ensure that you exit from your MyLine Account at the end of each Course. We cannot and will not be responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your MyLine Account, either with or without your knowledge, prior to your notifying us of unauthorized access to your MyLine Account. However, you agree that you will be liable for any losses incurred by us or another party due to any use of your MyLine Account, excluding only uses following your notification to us of unauthorized access to your MyLine Account.
12. Accuracy of Account Information
In consideration of your use of Company Products, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by Company's registration form (such information being "Your Data"), (b) maintain and promptly update Your Data to keep it true, accurate, current and complete; and (c) comply with these Terms. If you provide any information that is untrue, inaccurate, not current, incomplete or misleading, or if we believe that such information is untrue, inaccurate, not current incomplete or misleading, then we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you.
13. User and Instructor Submitted Content and Services
All of your Submitted Content and Services will be treated as non-confidential and subject to the license below, and may be reproduced, distributed, publicly performed, publicly distributed, communicated to the public, and otherwise used and exploited by us for any purpose related to the delivery, marketing, promoting, demonstrating or operating the Company Products, including, but not limited to, for quality control, redistribution or display to Users, and professional development. Notwithstanding the foregoing, you have the right to remove all or any portion of your Submitted Content and Services at any time, with such removal terminating the grant of rights to StraighterLine in Section 13(1) below with respect to such Submitted Content and Services within 60 business days of such removal (the "Submitted Content and Services Effective Termination Date"), but such removal shall not terminate the grant of rights given to any Users who paid any required fees to access or use any removed Submitted Content and Services prior to the Submitted Content Effective Termination Date. For the avoidance of doubt, removal of some, but not all, Submitted Content and Services shall serve as a termination with respect only to such removed Submitted Content and Services but not any other Submitted Content and Services.
You agree that we may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Company Products. We reserve the right to review the Courses for any purpose.
14. Licensing Submitted Content
- License of Submitted Content and Services to StraighterLine. While you retain any and all rights in any Submitted Content and Services you make available through the Company Products, we need certain rights to the Submitted Content and Services in order to offer the Company Products. By uploading or otherwise making available any Submitted Content and Services, you hereby grant to StraighterLine, solely for the purposes of offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content and Services (either directly or through third party distributors), and to operate the Company Products, but not for any other purposes, a non-exclusive, world-wide, transferable license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, communicate to the public, reproduce, edit, modify, create derivative works, and otherwise use and exploit your Submitted Content and Services (or any portion or derivative works thereof) through any and all distribution outlets or channels, whether now known or hereafter created. This license enables us to provide the Company Products and provide access to the Submitted Content and Services and is not intended to otherwise limit your rights to the Submitted Content and Services. You hereby retain any and all rights that you have in and to your Submitted Content and Services; provided, however, that you may not directly license a User who acquires or accesses your Submitted Content and Services through the Company Products.
- Right to Sublicense Submitted Content to Users. The license grant to StraighterLine set forth in Section 14(1) above includes the right to grant Users who pay any fees required to access or use your Submitted Content and Services (either directly or through third party distributors) a perpetual, irrevocable sublicense to reproduce your Submitted Content and Services on personal devices (e.g., computer hard drives and mobile devices) and to use and exploit your Submitted Content and Services solely for personal uses as set forth in these Terms.
- Right to Sublicense Submitted Content to Third Party Distributors. The license grant to StraighterLine set forth in Section 14(1) above includes the right to distribute your Submitted Content and Services through multiple tiers of sublicensees and for such sublicensees to have all rights necessary for them to offer, deliver, market, promote, demonstrate, and sell your Instructor Courses to Users, but does not include the right to edit your Submitted Content and Services.
- License to Users. StriaghterLine hereby grants you (as a User) a limited, perpetual, irrevocable, non-exclusive, non-transferable license to access and use Submitted Content and Services and Company Content, for which you have paid all required fees, on your personal devices (e.g., personal computers and mobile devices), solely for your personal, non-commercial, educational purposes and not for any other purposes. All other uses are expressly prohibited absent our express written consent. For the avoidance of doubt, you may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content and Services or Company Content unless we give you explicit permission to do so. Submitted Content and Services and Company Content is licensed, and not sold, to you. Instructors may not grant you license rights to Submitted Content and Services you access or acquire through the Company Products and any such direct license shall be null and void and a violation of these Terms.
- Waiver of Personality Rights. You hereby waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the use of the Submitted Content and Services, or any portion thereof, solely as authorized in these Terms but not for any other purpose, or of your name, personality, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content and Services, or any advertising or publicity relating thereto.
- Submitted Content Representations and Warranties. You hereby represent and warrant that you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to your Submitted Content and Services and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Submitted Content and Services as authorized in these Terms or have any liability to your or any other party as a result of any use or exploitation of your Submitted Content and Services as authorized in these Terms.
15. Removal of Submitted Content and Services by Us
You acknowledge that we may screen Submitted Content and Services, and that we shall have the right (but not the obligation), in our sole discretion, to remove any Submitted Content and Services, including terminating Courses, from the Services without any liability to you. Without limiting the foregoing, we have the right to remove any Submitted Content and Services that violates these Terms or is otherwise objectionable in our sole and absolute discretion. You agree and acknowledge that we may preserve Submitted Content and Services and may disclose Submitted Content and Services if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any Submitted Content and Services violates the rights of third parties or protect our rights, property or personal safety or that of our Users and the public.
You acknowledge that the Professor Direct Plaftorm, the technology underlying the Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to you in connection with the Company Products (collectively, the "Company Content") are the proprietary property of Company and its affiliated and/or third party providers and suppliers (the "Third Parties") and are protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws.
17. Other Prohibited Uses
In using the Company Products, you further agree not to:
- Upload or otherwise transmit to or through the Company Products any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Submitted Content and Services;
- Upload or otherwise transmit to or through the Company Products any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Company Products or computers of any kind;
- Create a false identify or impersonate another person or entity in any way;
- Restrict, discourage or inhibit any person from using the Company Products, disclose personal information about a third person on or through Company Products or obtained from Company Products without the consent of such person or collect information about Users of the Company Products;
- Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Company Products or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Company Products, or by law, or otherwise attempt to use or access any portion of the Company Products other than as intended by Company;
- Gain unauthorized access to the Company Products, to other Users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Company Products;
- Reproduce, distribute, publicly display, publicly perform, communicate to the public, sell, trade, resell or exploit any portion of the Company Products, use of the Company Products, access to the Company Products or content obtained through the Company Products, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without Company's express written consent:
- framing, embedding and/or passing off Submitted Content and Services obtained from the Company Products in such a manner as to present them as originating from a source other than the Company Products;
- copying, caching or reformatting any Submitted Content and Services for commercial purposes in any manner whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Company Products to alternative delivery formats;
- altering, defacing, mutilating or otherwise bypassing any approved software through which the Company Products are made available; and
- using any trademarks, service marks, design marks, logos, photographs or other content belonging to Company or obtained from the Company Products.
- Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Company Products or communications equipment and computers connected to the Company Products;
- Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Company Products, features that prevent or restrict the use or copying of any part of the Company Products or any content accessible on or through Company Products, or features that enforce limitations on the use of the Company Products or any content accessible on or through Company Products;
- Use any scraper, spider, robot or other automated means of any kind to access the Company Products, except and solely to the extent permitted by these Terms and the features of the Company Products, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site or Company Products;
- Interfere with or disrupt the Company Products, networks or servers connected to the Company Products or violate the regulations, policies or procedures of such networks or servers;
- Violate any applicable federal, state or local laws or regulations or these Terms; or
- Assist or permit any persons in engaging in any of the activities described above.
Any unauthorized or prohibited use of the Company Products or Company Content may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
18. Permitted Use of Company Content and Company Products; Reservation of Rights
You may download and print a reasonable number of copies of documentation provided or available in connection with the Company Content for noncommercial personal or educational use only and we grant you a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize the Services, the Professor Direct Platform and the other Company Content for noncommercial personal or educational purposes while these Terms are in full force and effect; provided that (a) any permitted copies of documentation provided or available in connection with the Company Content contain, in an unmodified form, (i) all language designations contained in the materials originally provided to you by us and (ii) all copyright or other proprietary rights notices contained in the materials originally provided to you by us and an original source attribution to us and/or the applicable Third Parties; and (b) you will not modify any of the Company Content except as approved by us in advance in writing. You acknowledge that we and/or Third Parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content and the Company Products, including without limitation, all patents, copyrights and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including, without limitation, by accessing or using the Company Products or the Company Content. These rights granted to you are revocable by us in accordance with these Terms and shall expire upon the termination of these Terms.
There are no implied licenses granted in these Terms.
19. User Account Management, Billing, Failed Payments, Cancellation and Refunds
You can access and manage your MyLine Account, which includes your StraighterLine billing account, at any time by visiting www.straighterline.com. Sign in to:
- View or update your payment method (please note that we currently only support one payment method at a time per MyLine Account)
- Purchase Company Products for an existing MyLine Account
- View your billing and invoice history (All invoices must be accessed via straighterline.com)
- Manage your services, including cancel your membership
- Enter a Support Ticket
Your MyLine Account credentials may be different from your Blackboard credentials.
We offer a 1-month membership(“Monthly Membership”), 4-month membership (“Semester Membership”) and 12-month membership(“Annual Membership”) for certain services. You must have an active membership to purchase or access a Course.
You’re automatically charged once a month if you selected a monthly membership. If you select the Semester Membership or Annual Membership, your access expires at the end of that term unless you purchase another membership at that time. You can update your billing information or cancel your membership at any time. For those Company Products that are subject to a one-time (or non-recurring) fee, such as Courses, Tests and E-Books, you’ll be charged this fee at the time you order these Company Products.
If a charge to the payment method on your MyLine Account is declined, your membership will be canceled.
Plan and Billing Frequency Changes
You can view your membership plan and other Company Product purchases at any time by signing in to your MyLine Account.
You can change your billing frequency for your membership plan at any time. Here’s how changing it will affect you:
Monthly to Semester or Annual – If you go from monthly to semester or annual, we like that! We’ll credit you for the unused portion of your current invoice, and then you’ll be charged for the Semester Membership or Annual Membership fee, as applicable.
Annual or Semester to Monthly – If you’re going from annual or semester to monthly and you’re within the 30-day trial period, we’ll refund the annual or semester membership fee and bill you as if you’ve always been on a monthly membership. If you’re going from annual or semester to monthly and it’s past our 30-day trial period, we won’t be able to refund any portion of the annual or semester membership fee.
If you cancel your membership, your cancellation takes effect on your next billing cycle. This means we won’t be able to refund you for any unused portion of your access to Company Products. For example, you chose a Monthly Membership on July 1. On December 1, your credit card is charged for $99 as usual. On December 12, you decide to cancel your Monthly Membership. No further charges will be made to your credit card, but you will not receive a refund for the period of December 13 through December 31. This cancellation policy applies whether you’ve chosen a Monthly Membership, Semester Membership or Annual Membership.
You may cancel at any time during the month. Upon cancellation, your membership will expire 30 days from the last payment. Any amounts paid prior to your cancellation are not refundable. To cancel your Monthly Membership, sign in to your MyLine Account on the Site and go to Memberships. To cancel, you may also enter a Support Ticket or send an email to [email protected]
Items eligible for a refund will be issued to the method of original payment.
It may take up to a few days for StraighterLine to process your cancellation or plan change, but all cancellations and changes will be effective as of the date that we receive your change request.
We may periodically amend this policy for any reason. Please review this policy periodically.
20. Instructor Premium Pricing, Royalty Fees and Advertising
Premium Pricing and Royalty Fees. For each StraighterLine Baseline Course, Company shall establish and publish a base retail price (“Base Retail Price”). For each Instructor Course that Instructor offers via the Professor Direct Platform, Instructor will determine the royalty amount Instructor wishes to charge (“Instructor Premium”) in excess of the Base Retail Price for the Submitted Content and Services contained therein. Instructor shall earn the Instructor Premium for each valid paid enrollment in that Instructor Course. Enrollments refunded at the request of the purchaser, or orders charged-back due to credit card fraud do not qualify for payment.
Instructor Course Advertising. Instructor may advertise Instructor’s courses and/or Company Products via one or more of the following: (A) text links, approved graphical banners, buttons or endorsements on Instructor’s site; (B) approved graphical banners and buttons on Affiliate site(s); (C) text links, approved graphical banners or buttons or endorsements in solicited emails or (D) other methods approved in writing by Company. For each first-time User that enrolls in a Company membership plan pursuant to Instructor’s advertising activities (and for which Instructor receives credit pursuant to Company’s Attribution Rules described below), Company shall pay to Instructor a referral fee of $25 (“Referral Fee”) for each uninterrupted month of paid membership. Memberships refunded at the request of the purchaser, or orders charged-back due to credit card fraud do not qualify for payment.
Attribution Rules. The Company tracks customer purchases using SubIDs, which allows Company to determine the advertising campaign(s) or other activity associated with each customer purchase. The Company has in place attribution rules (“Attribution Rules”) to determine which affiliate or other party (including Instructors) is awarded credit for a referral or similar commission. Currently, Company follows a modified last-in approach. Company may change its Attribution Rules at its sole discretion; provided that any such change shall not affect any Referral Fee for which Instructor has already been awarded credit under the Attribution Rules in effect at time of purchase.
Refunds. In the event that a User requests a refund after Company has sent a payment for that Instructor Premium and/or Referral Fee, StraighterLine reserves the right to either (1) deduct the amount of that payment from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts so paid to the extent no additional payments are due from Company to Instructor or such payments due Instructor are insufficient to cover the previous payment of that Instructor Premium and/or Referral Fee.
The following Refund Policy applies to all paid Company Products, including Memberships, Bundles, Course Enrollment Fees, Test Purchases, Ebook Purchases and Proctoring Purchases.
IMPORTANT NOTE: You will not be entitled to any refund if a membership or other Company Product has been canceled or is no longer accessible due to a violation of these Terms.
- Monthly Memberships. Monthly Membership fees are non-refundable and are charged automatically on each renewal date (i.e. monthly) until you cancel. You may cancel at any time during the month. Upon cancellation, your membership will expire 30 days from the last payment. Any amounts paid prior to your cancellation are not refundable. To cancel your Monthly Membership, sign in to your MyLine Account on the Site and go to Memberships. To cancel, you may also enter a Support Ticket or send an email to [email protected]
It is never possible to cancel your Monthly Membership by telephone.
- Semester and Annual Memberships. Semester Memberships and Annual Memberships may be cancelled within thirty (30) days of payment for a full refund, less a $99 fee. The membership term related to the refunded payment will be removed from your account. To request a refund, please create a Support Ticket in your MyLine account for your request.
Courses. StraighterLine offers Users a thirty (30)-day, no-questions-asked money back guarantee on all Courses so long as no course assessment has been accessed. If you, as a User, are unhappy with a Course, have not accessed any course assessment, and request a refund within thirty (30) days of the date that you paid the one-time enrollment fee to the Course (“Course Enrollment Fee”), we will provide you with a full refund of the amount you paid. To request a refund, please create a Support Ticket in your MyLine Account for your request.
Please note that if we believe that you are abusing our refund policy in our sole discretion, we reserve the right to suspend or terminate your MyLine Account and refuse or restrict any and all current or future use of the Company Products, without any liability to you. Tests, EBooks, Proctoring and Other Services. Purchases of Tests, EBooks, Proctoring and other Services are non-refundable.
Bundles. From time to time, Company may offer Users bundled memberships and Courses at a discount to the then available full aggregate retail prices of those items (“Bundles”). For Bundles, the total price paid will first be allocated to the then full retail price of the applicable membership. The remainder will be allocated on a pro-rata basis to the Courses.
For example, the Company offers a Freshman Year Plan for $1299 from time to time that includes a 12-month annual membership and 10 Courses. In this case, $899 is allocated to the 12-month annual membership and $40 is allocated to each Course ($400 total for the Courses in total). A User requesting a refund of any of the 10 courses within the thirty (30)-day, no-questions-asked money back guarantee period would receive a refund of $40 for each requested course refund. Any refund requested related to the Annual Membership would be subject to the policy set forth above.
Instructors. You, as an Instructor, acknowledge and agree that Users have the right to receive a refund under certain circumstances as set forth in this section. Instructors shall not receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund after Company has sent a payment for that Instructor Premium and/or Referral Fee, StraighterLine reserves the right to either (1) deduct the amount of that payment from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts so paid to the extent no additional payments are due from Company to Instructor or such payments due Instructor are insufficient to cover the previous payment of that Instructor Premium and/or Referral Fee.
Additional Notes. Recurring payment systems run on a specific schedule. Please cancel your membership at least 24-hours before you expect your renewal to take place to prevent un-wanted charges.
Modification. StraighterLine reserves the right to revise the terms of this Refund Policy. Any changes made will apply to all memberships created or renewed after the date such change was implemented.
Users. StraighterLine accepts these forms of payment: credit cards issued by U.S. banks and payments through your PayPal account (though this option may not be available for purchase of a Monthly Membership that requires recurring billing set-up). If a credit card or your PayPal account is being used for a transaction, StraighterLine may obtain preapproval for an amount up to the amount of the order. Billing occurs at the time of or shortly after your transaction.
You agree that you will pay for all Company Products you purchase via the Site, and that StraighterLine may charge your credit card or PayPal account for any product or service purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account. You agree and acknowledge Monthly Membership fees are non-refundable and are charged automatically on each renewal date (i.e. monthly) until you cancel. YOU ARE RESPONSBILBE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING STRAIGHTERLINE WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card or PayPal account you designate during the MyLine Account registration process. If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you must change your information online in your MyLine Account on the Site; this may temporarily disrupt your access to Company Products while StraighterLine verifies your new payment information.
Your total price will include the price of the Company Product and may include any applicable sales tax; such sales tax is based on the bill-to address and the sales tax rate in effect at the time you purchase. We will charge tax only in states where digital goods are taxable.
All purchases are final.
Prices for Company Products may change at any time and you are not entitled to any price protection or refunds in the event of a price reduction or promotional offering.
If a Company Product becomes unavailable following a transaction, you sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your Company Product, your exclusive and sole remedy is either replacement o refund of the price paid, as determined by StraighterLine.
Straighterline reserves the right to close accounts and request alternative forms of payment if discount codes or other promotional codes or coupons are fraudulently obtained or used for Company Products.
Company will issue payment for any amounts due to Instructors for Instructor Premiums and/or Referral Fees by the last day of the month following the month in which such payment was earned. Payment shall be made in U.S. Dollars unless otherwise agreed to in writing by Company, and shall be remitted via check or PayPal. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.
23. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements
Company's intellectual property policy is to (a) remove material that Company believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Company Products, and (b) remove any Submitted Content posted to the Site by "repeat infringers." Company considers a "repeat infringer" to be any User that has uploaded Submitted Content and Services to the Site and for whom Company has received more than two takedown notices compliant with the provisions of 17 U.S.C. 512(c) with respect to such Submitted Content and Services. Company has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Company's own determination. Infringing activity on or through the Company Products is strictly prohibited.
Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Company Products has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
- Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
- Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of claimed infringement.
Designated Agent Contact Information. Company's Designated Agent for notices of claimed infringement can be contacted at:
- Via E-mail: [email protected]
- Via U.S. Mail: StraighterLine, Inc., 1201 South Sharp Street, Baltimore, MD 21230 Attn: Copyright Department
Counter Notification. If you receive a notification from Company that material made available by you on or through the Company Products has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Company with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Company's Designated Agent through one of the methods identified above, and include substantially the following information:
- A physical or electronic signature of the subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification under Section 0 above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.
False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Company] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. 512(f).
Company reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this section should be sent to the Designated Agent at [email protected] or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Company, the operation of the Company Products or any other matter should be sent to [email protected]
As you use the Company Products you may notice links to third-party websites ("Third Party Sites"). This may include Instructors sending links to Third Party Sites and/or causing Third Party Sites (such as tutoring, proctoring, study resources or online education pages) to pop-up for your review. These links are for convenience only. If you use these links, you will leave the Site. Certain of these Third-Party Sites may make use of Company proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Company. Company is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not Company is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by Company of the organizations sponsoring such Third Party Sites or their products or services, and you may be subjected to offensive, harmful, or damaging content on such Third Party Sites. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.
YOU AGREE THAT COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE OR AS THE RESULT OF THE PRESENCE OF ANY CONTENT OR ADVERTISING ON THE THIRD PARTY SITES.
The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Site or in any Company Content are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to U.S. and foreign trademark laws. Nothing on the Company Products or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Company Products or in connection with the Company Products or Company Content, without the written permission of the applicable Trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. You may not use the Trademarks, either ours or others, in any way without the prior written permission of the applicable Trademark owner. We prohibit use of our logo as a "hot" link to any other World Wide Web site unless approved by us in advance in writing.
26. Warranty Disclaimer
YOU UNDERSTAND THAT WHEN USING THE COMPANY PRODUCTS, PARTICIPATING IN OR OBTAINING INFORMATION FROM A COURSE, OR ACCESSING COMPANY CONTENT OR SUBMITTED CONTENT AND SERVICES, YOU MAY BE EXPOSED TO PRODUCTS, PHOTOGRAPHS, MUSIC, ARTWORK, MESSAGES, INSTRUCTIONAL INFORMATION, AND OTHER MATERIALS FROM A VARIETY OF SOURCES, AND THAT COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH PRODUCTS, CONTENT OR MATERIALS. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO PRODUCTS, CONTENT OR MATERIALS THAT ARE INACCURATE, HARMFUL, DANGEROUS, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST COMPANY WITH RESPECT THERETO. THE SITE, PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, SERVICES AND COMPANY PRODUCTS ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, SERVICES AND COMPANY PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE, PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, SERVICES AND COMPANY PRODUCTS. COMPANY DOES NOT WARRANT THAT THE SITE, PROFESSOR DIRECT PLATFORM,SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT,SERVICES AND COMPANY PRODUCTS WILL MEET INSTRUCTOR’S OR USER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, SERVICES AND COMPANY PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT,SERVICES AND COMPANY PRODUCTS WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE.
27. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, OR ANY OTHER CONTRACTORS OR THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OR RELATING TO THE USE, OR THE INABILITY TO USE, THE SITE, PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, SERVICES, COMPANY PRODUCTS, OR ANY PORTION THEREOF, EVEN IF COMPANY OR AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY OR ITS LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT YOU HAVE PAID TO COMPANY IN CONNECTION WITH YOUR USE OF COMPANY PRODUCTS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH STATES COMPANY’S LIABLITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NEITHER COMPANY, NOR THIRD PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE SITE, PROFESSOR DIRECT PLATFORM, SUBMITTED CONTENT AND SERVICES, SERVICES, COMPANY PRODUCTS, COMPANY CONTENT, OR ANY PORTION THEREOF OR IN ANY REPORTS OF VERIFICATION SERVICES. YOU AGREE NOT TO HOLD COMPANY (OR ITS AGENTS, EMPLOYEES OR INSTRUCTORS) LIABLE FOR ANY INSTRUCTION, ADVICE OR SERVICES DELIVERED THAT ORIGINATED THROUGH THE COMPANY PRODUCTS, THROUGH ANY VERIFICATION SERVICE OR IN CONNECTION WITH THE SUBMITTED CONTENT AND SERVICES, COMPANY CONTENT, OR ANY PORTION THEREOF. WE ARE NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSSES, INJURIES, OR DAMAGE OF ANY KIND THAT MIGHT ARISE OUT OF OR RELATE TO CONDUCT OF INSTRUCTORS OR USERS.
You agree to indemnify, defend and hold harmless us, and our affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers (including our affiliates' respective officers, directors, agents, partners, employees, licensors, representatives, and third party providers), from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of any Submitted Content and Services you submit, post to, email, or otherwise transmit to us or through the Site, Professor Direct Platform or Company Products, your use of the Company Products, the Submitted Content and Services, the Company Content or any portion thereof, your connection to the Site, Professor Direct Platform or Company Products, or your breach of these Terms. 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 in such case, you agree to fully cooperate with such defense and in asserting any available defenses.
29. Modification of Services
We may add, change or eliminate features, pricing, nomenclature and other aspects of the Company Products and make other changes at any time and these Terms will continue to apply to the Company Products as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Company Products (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of all or any portion of the Company Products.
30. Dispute Resolution
- Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND COMPANY AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE COMPANY PRODUCTS. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
- Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a "Notice"), or, in the absence of a mailing address provided by you to Company, to you via any other method available to Company, including via e-mail. The Notice to Company should be addressed to: StraighterLine, Inc., 1201 South Sharp Street, Baltimore, MD 21230 (the "Arbitration Notice Address"). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the "Demand"). If you and Company do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Company may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "Rules"), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against Company, then Company will promptly reimburse you for your confirmed payment of the filing fee upon Company's receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
- Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and Company agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- No Class Actions. YOU AND COMPANY AGREE THAT YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
- Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Maryland in conducting the arbitration. You acknowledge that these Terms and your use of the Company Products evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.
- These Terms and your use of the Company Products shall be governed by the substantive laws of the State of Maryland without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and Company under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Baltimore, Maryland, and you and Company hereby submit to the personal jurisdiction and venue of these courts.
- Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Company seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by Company or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Company, including with respect to any Submitted Content and Services, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.
- Claims. You and Company agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Company Products, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
- >Improperly Filed Claims. All claims you bring against Company must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Company may recover attorneys' fees and costs up to $5,000, provided that Company has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
31. Termination of Services; Termination of Agreement
We may terminate your use of the Company Products immediately without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. Furthermore, we may terminate your rights to use the Company Products for any reason or no reason.
In the event of termination or expiration of these Terms, the following sections of these Terms shall survive: all provisions regarding ownership of intellectual property, disclaimer; warranty disclaimer, limitation of liability, dispute resolution, any other provisions of these Terms which, by their nature, apply after termination, and the miscellaneous provisions below. You agree that upon the termination, we may delete all information related to you on the Company Products and may bar your access to and use of the Company Products. Upon the termination you will immediately destroy any downloaded or printed Company Content. You are free to cancel your membership and terminate your use of the Company Products at any time. To cancel your Monthly Membership , sign in to your MyLine Account on the Site and go to Memberships. To cancel, you may also enter a Support Ticket or send an email to [email protected].
- Entire Agreement. These Terms and any policies applicable to you posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. All rights not expressly granted in the Terms are expressly reserved. These Terms shall inure to our benefit and to the benefit of our agents, licensors, licensees, successors, and assigns.
- Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
- Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
- No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
- Disclosures. The Company Products are offered by StraighterLine, Inc., located at 1201 South Sharp Street, Baltimore, Maryland 21230. You may contact us by sending correspondence to the foregoing address or by e-mailing us at [email protected].