MeritOnlineLearning.com Terms and Conditions
(a) use and access of the web site (the "Site") meritonlinelearning.com,
(b) use of the services provided on or through the Site (the "Services") by Merit Software, and
(c) downloads, accessing, installations and use of the software made available on or through the Site (the "Software"). By using or doing any of the foregoing, or by paying for someone else to use to use or do any of the foregoing, you agree to these Terms. If you do not agree to these Terms, neither you nor your designee or giftee may access, download, install, or use (as applicable), the Site, the Services or the Software. The Site, the Services and the Software are owned, operated and maintained, as applicable, by Merit Software. For the purposes of these Terms, "we", "our", or "us" means Merit Software, and "you" means the person who accesses or uses the Services (occasionally referred to herein as the "User") and/or the person or entity that pays for access to the Services and in whose name the account is registered (occasionally referred to herein as the "Account Holder"), which may be the same person or a different person as the person who actually accesses and uses the Site, the Services and, or the Software. The Account Holder must be 18 years of age or older. To use the Site, Services and, or the Software, you must either
(i) be 18 years of age or older or
(ii) have the express authorization of the Account Holder.
In the event that an Account Holder authorizes a User who is under the age of 18 to use the Services, the Account Holder expressly agrees to be primarily liable for the conduct of such User and for any and all damages arising out of the conduct of such User relating to any liabilities or actions that could properly lie against such User but for his or her lack of legal capacity. If you are not the Account Holder, you agree to print this document and hand it to the Account Holder or an authorized representative of the Account Holder (for example, your father, mother or other legal guardian or the guidance counselor of your school).
Some of the Services provided involve the use of tutors. We engage an independent third party verification service to perform background checks on every tutor engaged by us. We do not control, and are not responsible for, the verification process or any information provided by such third party vendor that performs such service. We do not endorse, nor do we make any representations or warranties regarding the reliability of, the verification process or the results thereof or the educational credentials of the tutors.
3. Access to the Site and the Services
You are solely responsible for all Internet service, telephone and other fees and costs associated with your access to the Site and use of the Services and/or Software and for obtaining, providing and maintaining all Internet service, telephone, computer and other equipment required for such access and use.
The Site and the Services may periodically be unavailable from time to time and without prior notice for regular maintenance and upgrades.
You are required to register your own username and password through an account on the Site, and to pay any applicable fees. You may register by creating your own account or you may register under an existing account with the permission of the Account Holder; provided that every person who accesses the Site and uses the Services and/or Software must have his or her own username and password. You are solely responsible for maintaining the confidentiality of your account, username and password and for all activities and liabilities associated with or occurring under such account, username and password. You agree to notify us immediately of any unauthorized use of your account, username or password and any other breach of security. To reduce the risk of security breaches, at the end of each session you agree to log out and exit from your account. We are not responsible for any loss or damage arising from any breach in the confidentiality or security of your account, username or password or as a result of any use of your account, username or password either with or without your knowledge, except as a result of our gross negligence or willful misconduct.
6. Fair Use
Each person who uses the Services is required to have his or her own username and password and to be registered under an account on the Site, regardless of whether the user is the Account Holder. Although multiple Users may be registered under the same account, every User is required to have his or her own username and password. No person is permitted to use a username and password except for the person for whom such username and password were registered under the account associated with such username and password. You may not transfer your account, username or password to another person, and you may not use any other User's account, username or password. The Account Holder agrees to be fully and primarily responsible for the online conduct of, and for controlling the access to and use of the Site and the Services and/or Software by, any User whose username is registered under the Account Holder's account, and for any and all consequences of any abuse or misuse by any such User
You represent and warrant that all information provided by you is true, accurate, current and complete, and you agree to promptly update such information as necessary to ensure that it remains true, accurate, current and complete at all times. In the event that you knowingly provide any information that is not true, accurate, current or complete, or if we believe any information you provide is not true, accurate, current or complete, we reserve the right to suspend or terminate your account and/or username and refuse any and all current or future use of the Services and/or the Software, or any portion thereof. You agree not to use the Site, the Services, the Software or the Company Content (as defined below) to recruit, solicit, or contact in any way tutors for employment or contracting for a business not affiliated with us without our advance written permission.
7. User Content
You agree that we are free to use any comments, information, ideas, concepts, techniques, or other materials contained in any communication that you upload, send, post or otherwise transmit (collectively, "User Content") to us, through the Site or our employees, representatives, agents or tutors, for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing new or existing products or services, quality control and professional development, without compensation or acknowledgement to you. User Content so transmitted shall be treated as non-confidential and non-proprietary, and by so transmitting such User Content, you grant and/or warrant that the owner of such User Content has granted to us a perpetual, royalty-free, non-exclusive, world-wide right and license to use, reproduce, modify, publish, distribute, perform, display, and transmit the User Content for any purpose whatsoever.
Notwithstanding anything contained herein to the contrary, you represent and warrant that (a) any upload, transmittal, or other use by you, in connection with your use of the Site and the Services, of content contained in academic source materials, including, but not limited to, textbooks and workbooks, is not in violation of any applicable law, or any applicable copyrights or other intellectual property rights to which such materials are subject, (b) you are in proper legal possession of such materials, and (c) your instruction to the Site to display or reproduce any content contained in such materials is made for the sole purpose of gaining knowledge in the academic subject for which you seek assistance and for no other purpose.
All content included on or made available through the Site and delivered or transmitted to you as part of the Services, including, but not limited to, the Software and all other software, text, graphics, logos, designs, images, icons, audio or video clips, data compilations, digital downloads and the selections and arrangements of the foregoing (collectively, the "Company Content"), is the property Merit Software, our affiliates and/or our third party suppliers, and is protected by United States and foreign copyright laws. Except as expressly authorized by us or these Terms, you may not copy, reproduce, publish, perform, distribute, disseminate, broadcast, circulate, modify, create derivative works of, rent, lease, sell, assign, sublicense, otherwise transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit, the Site, the Company Content, the Software or the Services, in whole or in part. You agree that you will not, in any manner, decompile, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Software or any other Company Content, the Site or the Services. You agree that you will not store any significant portion of any Company Content or the Services in any form or medium, including, but not limited to, archival files or computer-readable files, and that you will not "mirror" any Company Content or the Services on any server. We reserve the right to terminate your subscription if we, in our sole and absolute discretion, believe that you are in violation of this paragraph, and any such violation may subject you to civil liability and criminal prosecution under applicable federal and state laws.
You are granted a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize the Services, the Software and the other Company Content for noncommercial personal or educational purposes, which includes a license to download and print a reasonable number of copies of documentation provided or available in connection with the Services and the Company Content for noncommercial personal or educational use only; provided that (a) any such copies contain, in an unmodified form, (i) all language designations contained in the materials originally provided to you by us indicating the confidential nature thereof 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 of any of the Company Content except as approved by us in advance in writing. You acknowledge and agree that we and/or third parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Site, the Company Content, the Software and the Services, including, without limitation, all intellectual property rights, 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 Site, the Company Content, the Software or the Services. The rights granted to you herein are revocable by us in accordance with these Terms.
9. Confidential Information
You agree to keep confidential, to safeguard and to prevent the unauthorized, negligent or inadvertent use or disclosure of the Company Content and the Services (collectively, the "Proprietary Information"). If you are an entity or organization, including a school, you agree to safeguard and prevent the unauthorized disclosure or use of the Proprietary Information using a standard of care no less strict that you use with regard to your own confidential information. Notwithstanding the foregoing, you may disclose the Proprietary Information to a limited number of your employees who are on a need-to-know basis and who agree in writing to be bound by the restrictions on use and disclosure set forth in these Terms or restrictions no less restrictive than these Terms. You agree to promptly notify us in writing of any use or disclosure of Proprietary Information in violation of these Terms. You acknowledge that the use or disclosure of the Proprietary Information in any manner inconsistent with these Terms will cause us irreparable damage and that we will have the right to (a) equitable and injunctive relief to prevent such prohibited use or disclosure, and (b) recover the amount of all damages (including attorneys' fees and expenses) in connection with such prohibited use or disclosure.
The Site and/or the Services (including the tutors) may provide links to web sites owned, operated, maintained and/or controlled by unaffiliated third parties. We have not reviewed these third party web sites and we are not responsible or liable for any content, advertising, products, services or other materials on or available through such third party web sites, or the privacy policies of such third party web sites, and we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your access of such third party web sites or your use of or reliance on any such content, advertising, products, services or other materials available on or through any such third party web sites.
11. Conduct, Fraud, and Consequences of Fraud
You may only access the Site and use the Company Content and the Services for lawful purposes, and you are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to same. You shall not upload to, distribute through, or otherwise publish through, the Site or the Services any content that you do not have the right to transmit or that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, otherwise objectionable, or that could constitute or encourage a criminal offense, violate the rights of any party, or otherwise give rise to liability or violate any law. You agree that you will not in any way: (a) interfere with the ability of others to access the Site or use the Services; (b) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other Users' ability to access the Site or use the Services; (c) claim a relationship with or speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship or speak; or (d) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services. You agree that you will treat Merit Software employees, representatives, agents, and tutors with respect, you will refrain from the use of obscenities or other threatening, intimidating or abusive language, and that you will not discuss any matters other than those directly related to the academic subject for which you seek assistance.
You agree that you will not disclose any information, after information has already been disclosed to Merit Software during the purchasing process or account activation process, to a tutor that could be used to identify or locate you, including, but not limited to, your full name, address, telephone number, email address, Social Security Number or password, and you agree that you will not solicit any such information from any tutor. You agree to notify us immediately if any tutor ever discloses such information to you, asks you for any personal information, or suggests any offline meeting or conversation.
We reserve the right to screen User Content, and we have the right (but not the obligation), in our sole discretion, to remove any User Content that violates these Terms and to terminate use of the Site and Services. We may preserve User Content and may disclose User Content 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 the legal process, enforce these Terms, respond to claims that any User Content violates the rights of third parties or protect the rights, property or personal safety of ourselves, our employees, our representatives, the tutors, other Users or any other person.
You agree that if you access the Site, the Services, the Software or the tutors, or otherwise access or use our system or servers, through any method that is in any way improper, fraudulent, in violation of law or in violation of these Terms, or allow anyone else to do so, you will be responsible for all costs related to the detection and investigation of such actions, including, but not limited to, professional service fees and attorneys' fees. You agree that we may charge your credit card for all such costs, and any such charge to your credit card will not limit or waive any other remedies we might have or relief we may be entitled to under applicable law.
12. Disclaimer of Warranty; Limitations
THE COMPANY CONTENT, THE SITE, THE SERVICES, THE SOFTWARE AND EACH PORTION THEREOF ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE COMPANY CONTENT, THE SERVICES, THE SOFTWARE AND EACH PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE COMPANY CONTENT, THE SITE, THE SERVICES, THE SOFTWARE, EACH PORTION THEREOF OR ANY INFORMATION PROVIDED BY A TUTOR OR ANY THIRD PARTY SITES. WE ARE NOT RESPONSIBLE FOR ANY INFORMATION OR CONTENT CONTAINED WITHIN INTERACTIVE AREAS AND WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE SUITABILITY OF THE INFORMATION CONTAINED IN INTERACTIVE AREAS FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY OR COMPLETENESS OF SUCH INFORMATION. YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICES, INCLUDING ANY INTERACTIVE AREA, IS ENTIRELY AT YOUR OWN RISK.
WE MAKE NO WARRANTY OR REPRESENTATION THAT THE SITE OR THE SERVICES, OR ANY PORTION THEREOF, WILL BE UNINTERRUPTED OR FREE OF DELAYS, DEFECTS OR ERRORS, INCLUDING, BUT NOT LIMITED TO, COMPUTER VIRUSES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, AS A RESULT OF NEGLIGENCE, SHALL WE OR THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF DATA OR PROFIT ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE COMPANY CONTENT, THE SITE, THE SERVICES OR ANY PORTION THEREOF, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IF YOUR USE OF THE SITE, THE COMPANY CONTENT, THE SERVICES OR ANY PORTION THEREOF RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU EXPRESSLY AGREE TO ASSUME ANY COSTS THEREOF. NEITHER WE NOR ANY THIRD PARTY WARRANTS THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE COMPANY CONTENT, THE SITE, THE SERVICES OR ANY PORTION THEREOF OR IN ANY REPORTS OF VERIFICATION SERVICES. YOU AGREE NOT TO HOLD US OR OUR AGENTS, EMPLOYEES OR TUTORS LIABLE FOR ANY INSTRUCTION, ADVICE OR SERVICES DELIVERED WHICH ORIGINATED THROUGH THE SITE, THROUGH ANY VERIFICATION SERVICE OR IN CONNECTION WITH THE COMPANY CONTENT, THE SERVICES OR ANY PORTION THEREOF.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MERIT SOFTWARE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
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, liabilities, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to, relating to or arising out of (a) any User Content you submit, post to, email, or otherwise transmit to us or through the Site or your use of the Services, the Software or the Company Content or any portion thereof, (b) your access to the Site and/or your connection to the Services, (c) your unauthorized or improper use of the Site, the Services, the Software or the Company Content, or (d) your breach of these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, including hiring counsel of our choice, and in such case, you agree to fully cooperate with such defense and in asserting any available defenses. You agree not to settle any action or claim on our behalf without our prior written consent.
You further agree to fully indemnify and hold us, our directors, officers, employees, agents, successors and assigns, and separately and individually, the tutors accessed through the Site, harmless from any and all claims, demands, losses, liabilities, damages, or expenses for investigation or reasonable attorneys' fees and/or court costs arising out of, or in any way related to, these Terms, including any personal injury or property damage whether such liabilities, claims or demands arise out of the negligent acts of us or from some other cause.
14. Specific Release of Liability
You agree that your access and use of the Site, the Services, the Software and the Company Content is entirely at your own risk. You hereby release and agree to hold us and our directors, officers, employees, agents, successors and assigns harmless from any act of nonfeasance, misfeasance or malfeasance by the tutors and other Users. You agree that our aggregate liability arising under or with respect to your access and use of the Site, the Services and the Company Content shall in no event exceed the total fees paid by you to us.
15. Trademark Notice
The trademarks, service marks and logos (collectively, 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 United States and foreign trademark laws. Nothing on the Site, the Services or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use or reproduce any Trademark displayed on the Site or in connection with the Services, the Software or the Company Content without the written permission of the applicable Trademark owner. You may not use any Trademark in any way without the prior written permission of the Trademark owner. You are expressly prohibited from using our logo as a "hot" link to any other Internet Site unless approved by us in advance in writing.
16. Copyright Infringement Claims
It is our policy to respect the intellectual property rights of others. We do not promote, foster or condone the unlawful reproduction of copyrighted material or any other activity that infringes upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide us with a notice containing the following information:
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice to us is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf; and
the electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
The notice described above should be sent to the following address:
121 West 27 Street
New York, NY 10001
Attention: Copyright Agent
Alternatively, the notice may be sent by email to firstname.lastname@example.org
17. Compliance with Local Law
You agree that you are solely responsible for knowledge of and compliance with all local laws and regulations governing access to and use of the Internet, data, privacy and the transmission of technical data exported from the United States or the country in which you reside, and you agree to comply with all such laws and regulations. Access to and use of the Site is expressly prohibited in any country in which such access or use is prohibited by law, regulation, treaty or administrative act.
18. Modifications to the Services and Site
We may add, change or eliminate any features, nomenclature or any other aspects of the Services or the pricing thereof, and these Terms will continue to apply to the Services as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or the Services (or any part thereof) with or without notice, and you agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or the Services.
You agree that the only right that you have with respect to dissatisfaction with the Services, the Site or any of the policies, guidelines or practices regarding same is to discontinue your use of the Services and the Site and to terminate your subscription. In the event that your subscription terminates for any reason, Sections 6, 7, 8, 11, 12, 13, 14, and 20 of these Terms shall survive such termination. All licenses granted under these Terms shall terminate immediately upon the termination of your subscription. Upon the termination of your subscription, we may delete all information provided by you in connection with your account and may bar you from accessing the Site and from using the Services. Upon the termination of your subscription, you agree to immediately destroy any downloaded or printed Company Content.
Notwithstanding the foregoing, we reserve the right to conduct periodic reviews of our customers’ use of the Site and, or Services. If our internal review process determines that a customer’s use of the Site, and, or Services, do not meet our standards of quality, we may terminate all, or part of, a customer's account. Customers who do not meet our standards of quality may receive a credit to their account. The decision to provide a credit, the terms of the credit, and the determination of the amount thereof are entirely within our discretion.
We will promptly review and investigate any customer complaint regarding the quality of any tutoring session. If our internal review process determines that use of the Site, and, or Services did not meet our standards of quality, we will provide a credit to such customer's account. The decision to provide a credit and the determination of the amount thereof are entirely within our discretion.
These Terms, as modified or amended from time to time with or without notice, 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 herein are expressly reserved. These Terms shall inure to our benefit and to the benefit of our agents, licensors, licensees, successors, and assigns. If any provision of these Terms is found to be illegal or unenforceable, these Terms will be deemed curtailed to the extent necessary to make the Terms legal and enforceable and will remain, as modified, in full force and effect. These Terms and all matters or issues collateral thereto will be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to contracts executed and performed entirely therein (without regard to any principles of conflict of laws). You agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of New York, particularly the courts located in New York County for any state court actions, and you waive any jurisdictional, venue or inconvenient forum objections to such courts. 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. 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 party 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.