Website Terms of Use

I. Introduction

    1. This Website (the “Website”) is owned and operated by Practice Makes Perfect Holdings (“We”, “Our”, or “Us”). References to the Website shall include all content and pages that are within each section of the Website or associated with the Website.  These Terms of Use shall apply to all such content and pages. Your use of the Website, including all features contained herein, shall be, at all times, subject to these Website Terms of Use and the Website Privacy Notice (collectively, the “Terms of Use”).  By using the Website, you are agreeing that:  (i) you have read these Terms of Use and (ii) you understand, accept, and agree to be bound by these Terms of Use.  These Terms of Use may be amended or updated from time to time.  It is your sole responsibility to read and check these Terms of Use prior to your use of the Website.  We may terminate your access to the Website at any time, including upon your violation of these Terms of Use.  We respect your privacy and the confidential nature of some of the information that may be provided by you or otherwise obtained by us in connection with your use of the Website.  You can view the Website Privacy Notice here.  By using the Website, you agree to the Website Privacy Policy and any modifications thereto. 
    2. These Terms of Use shall also apply to the use of any mobile applications or web applications provided by Us (“Mobile Apps”).  Any reference to the Website in these Terms of Use shall also be deemed to include the Mobile Apps.  To the extent any of these Terms of Use conflict with any applicable end-user agreement applying to any Mobile Apps, these Terms of Use shall apply and the conflicting provision in the end-user agreement shall not be applicable. 
    3. The Website may contain information, content, and/or hyperlinks provided by or related to third parties.  We do not necessarily sponsor or endorse any such third party content or linked websites and your use of the same shall be governed by terms of use and/or privacy policies maintained by and applicable to those third parties. We shall not be responsible for any technical malfunctions or failures, interruptions, deletions, or defects of any telecommunication system or network, online system, data, computer equipment, servers, providers, or software that result in the loss of your information or Content
  1. Authorized Users; Maintenance and Access
    1. The Website is intended only for use by authorized users who agree to the Terms of Use.  If you are under the age of [●], you must have your parent or legal guardian’s permission to use this Website.  Please have your parent or legal guardian read these terms with you.  If you are the parent or legal guardian of the user who is a minor, and you allow your child to use the Website, then these Terms of Use apply to you and you are solely responsible for your child’s use of this Website.   The Website contains certain features and options that may present an opportunity for you to provide to us, or for us otherwise to obtain from you, confidential and non-public information, or other content.  You are solely responsible for ensuring that any user names and passwords created or issued in connection with the Website are known and used only by you.  You will notify us promptly if you have reason to believe that your password or username has been lost, stolen, or compromised.  Upon receipt of such notice, we may suspend your access to the Website until the issue is resolved.  
    2. We reserve the right to perform routine system updates and maintenance on the Website and any Mobile Apps at any time, with or without notice to you.  We reserve the right to terminate, suspend, or modify your access to the Website or any Mobile Apps at any time, in whole or in part, in our sole discretion.  
  2. Prohibited Uses of the Website
    1. This Website is intended to help you access and use certain educational materials/courses and connect with educators, students, and academic personnel in connection with your educational and academic studies, including attending online classes.  You may not use the Website for any commercial purposes or in any way that disrespects, intimidates, or harasses others.  Such activities are expressly prohibited.  In addition, you agree not to use the Website in any way that violates any applicable federal, state, local, or international law or regulation.  You further agree not to attempt to gain unauthorized access to, interfere with, damage, disrupt, or otherwise compromise in any way any parts of the Website, any Mobile Apps, or any server, computer, user, or database related to or connected with the Website or any Mobile Apps.
    2. You shall not, directly or indirectly, collect any information, data, materials, images, or other content available on the Website, including using automated means, including data/information harvesting bots, mining programs, spiders, and other scrapers.  Any attempt to do so shall constitute a breach of this Terms of Use. 
  3. Shared Information and/or Content
    1. The Website may allow you to upload, submit, or transmit postings, messages, text, files, images, graphics, photos, audio clips, sounds, video, or other materials, including such materials that may contain personally-identifiable information (collectively, the “Content”).  By uploading, submitting, or submitting such Content to or through the Website at any time, you agree that you shall be at all times solely responsible for all Content that you post, email, or otherwise make available through the Website, including all information provided to Us.  By uploading or otherwise posting any Content on the Website, you expressly represent, warrant, and covenant that:  (i) you own or otherwise have all necessary rights or permission, including but not limited to copyrights, to the Content you provide and the rights to use it as provided in these Terms of Use; (ii) all information you provide is true, accurate, current, and complete, and does not violate these Terms of Use; (iii) the Content will not cause injury to any person or entity; and (iv) you shall not disparage, threaten, or otherwise harass anyone.  
    2. You agree not to upload, transmit, distribute, or otherwise publish in or on the Website, including any Mobile App, any Content that is illegal or otherwise harmful, including, without limitation, Content that:  (i) is libelous, defamatory, obscene, abusive, threatening; (ii) represents a personal attack against or an invasion of the privacy of any individual; (iii) infringes the intellectual property rights, including, but not limited to, copyrights and trademarks, of any person or entity; and/or (iv) advertises any goods or services or solicits any funds.  We may, at any time, refuse or remove any Content without notice to you.  However, we shall have no obligation to monitor Content, and you agree that we will not be liable for any loss or damage arising out of or relating to any Content or the uploading or submission of such Content to the Website.
    3. By uploading or providing any Content, you grant to us a non-exclusive, worldwide, royalty-free, fully sublicenseable license to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, translate, and create derivative works of all Content, including your name, voice, and likeness in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products.  You hereby waive any moral rights you may have in your Content.  The foregoing shall not, however, include any personally-identifiable or financial information.  
  4. Indemnity

By accessing and using the Website, you expressly agree to indemnify, release and hold us harmless, as well as our subsidiaries, affiliates, employees, and agents, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing (collectively, the “Indemnified Parties”), from and against any claim, demand, liability, dispute, damage, cost, expense, or loss (including reasonable attorneys’ fees and costs of litigation) arising out of or in any way related to your violation of these Terms of Use, your access or use of the Website or any Mobile App, your submission or transmission of any Content to or through the Website or any Mobile App, your or our access or use of any Content, or your violation of any rights of another (including publicity rights or rights to privacy). 

  1. Intellectual Property Rights

The Website and all content (including trademarks, trade dress, graphics, design, and images, but not including any Content), functionality, and features are protected under United States and international copyright law, trademark law, patent law, and/or other intellectual property laws.  All trademarks, names, logos, slogans, and the like are the proprietary marks of the respective owners.  No trademarks, content, graphics, or designs appearing on the Website may be used in any way without express written from the respective owner(s).  No reproduction of any part of the Website may be made or used except as expressly permitted herein.  No other license or right is granted.  You may not remove or alter any copyright or other legal notice from copies of materials from the Website.  All rights are expressly reserved.  

  1. Notices of Copyright Infringement

We will respond to notices of alleged copyright infringement that comply with applicable law and this section of these Terms of Use.  In accordance with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), if you believe any content accessible on the Website infringes your copyright, you may request removal of that content from the Website by submitting written notice, with your physical or electronic signature, to our Copyright Agent designated below that includes the following information (the “DMCA Notice”):

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works;
  • Identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
  • Information by which we can contact you (including your name, postal address, telephone number and e-mail address);
  • A statement that you have a good faith belief that the use of the content is not authorized by the copyright owner, its agent or the law (e.g. is not a “fair use”);
  • A statement that the information in the written notice is accurate; and
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

DMCA Notices may be sent to us at _______________.  If you knowingly materially misrepresent that any Content on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. 

  1. Disclaimers
    1. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  THIS DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
    2. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK.  THE WEBSITE, ITS CONTENT, INFORMATION, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.  WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 
    3. IN NO EVENT WILL WE OR OUR AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  THIS DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  2. Entire Agreement and Severability

If any provision of these Terms of Use is deemed void, unlawful, or otherwise unenforceable for any reason, that provision shall be severed from these Terms of Use and the remaining provisions of these Terms of Use shall remain in force.  If we waive enforcement of any provision in these Terms of Use, we are not obligated to continue to waive it.  These Terms of Use and the Privacy Policy contain the entire agreement between us concerning your use of the Website.

  1. Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the State of New York, as it is applied to agreements entered into and performed within that State.  Any action brought to enforce these Terms of Use or with respect to any other matter related to the Website shall be brought only in the federal or state courts located in the State of New York.