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UEDIFY MOBILE APP - TERMS AND CONDITIONS

[Last updated: 11/04/2020]

AGREEMENT TO TERMS FOR THE UEDIFY MOBILE APP

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY IMPOSE LEGAL OBLIGATIONS ON YOU AND AFFECT YOUR LEGAL RIGHTS WITH RESPECT TO UEDIFY INC, INCLUDING REFUND POLICIES, REQUIRING MANDATORY ARBITRATION OF DISPUTES, AND LIMITING UEDIFY’S LIABILITY. UEDIFY IS WILLING TO PROVIDE YOU SERVICES ONLY ON THE CONDITION THAT YOU READ AND AGREE TO THESE TERMS, AND THE ATTACHED PRIVACY POLICY LOCATED AT HTTPS://WWW.UEDIFY.APP/PRIVACY-POLICY.

 

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, the “Student”) and UEDIFY INC ("Company", “we”, “us”, or “our”), concerning your access to and use of the UEDIFY mobile app as well as any other media form, media channel, mobile website or desktop application related, linked, or otherwise connected thereto (collectively, the “App”) for scheduling any (“Class” or “Mentorship”) from a tutor or mentor user (collectively, the “Tutor”). You agree that by accessing the App, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

Supplemental terms and conditions or documents that may be posted on the App or related websites from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the App after the date such revised Terms of Use are posted.  

 

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the App from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

Any advice given to the Student by the Tutor is a consensual exchange of information between two parties. The App acts only as a platform for this exchange. It is solely the Student’s responsibility to fact check and trust the content and advice provided to them by the Tutor.

 

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

We reserve all rights not expressly granted to you in and to the App, the Content, and the Marks.

 

USER REPRESENTATIONS

By using the App, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the App through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the App for any illegal or unauthorized purpose; (5) your use of the App will not violate any applicable law or regulation; and (6) no youth or minor should be represented on the App, parents over the age of 18 years old must approve and supervise all classes for youth and minor learning.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof). 

 

FEES AND PAYMENT

We accept the following forms of payment: PayPal & Credit/Debit Card

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the App. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. All payments shall be made in dollars. Payments are made to the App and then transferred to the Tutor to maintain privacy for both parties using the world’s most secure online payment system, Stripe.

Handling fees are 2.9% and .30 cents per transaction for each Class purchased. You agree to pay all charges and fees on your purchase invoice, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase.

We reserve the right to refuse any order placed through the App.

 

CANCELLATIONS AND REFUNDS

Refunds are permitted up to 24 hours prior to the scheduled Class that has been purchased begins. The entire cost of the Class will be refunded to the Student except for any processing and handling fees. The Tutor may also cancel and issue a refund up to 24 hours prior to the scheduled Class.

You can delete your account at any time from your profile in the App. Your cancellation will take effect immediately and all data will be stored for two years in case you want to come back to the App. At which point we will delete all data collected from you. If you would like your data deleted prior to the (2) year mark, please contact us at privacy@uedify.app.

If you are unsatisfied with our services, please email us at contact@uedify.app.

 

DELIVERY

Once the Student purchases a class from a Tutor, the Tutor will be responsible for the delivery of the content at the scheduled time agreed upon. Whether it be through Uedify’s on-demand audio and video service or live and in-person. If the Tutor does not deliver the content at the specified time, the Student user should contact the Tutor to dispute this. If the Tutor cannot make the situation right or reschedule to provide the Class at a later time, then the Student should report the Tutor user as well as contact Uedify at contact@uedify.app. Any disputes that arise after the refund period are between the Student and the Tutor.

Uedify will do its best to remove bad actors and those who do not consistently deliver their end of the bargain on the platform. Whether it is the Student or the Tutor.

 

PROHIBITED ACTIVITIES

You may not access or use the App for any purpose other than that for which we make the App available.

As the Student user of the App, you agree not to:

  1. Record any Classes with the Tutor without written consent from the Tutor

  2. Share or distribute any content provided to you by the Tutor on the App to any persons who did not purchase a seat to a class from the Tutor or without written consent from the Tutor

  3. Leave false or misleading reviews of the Tutor

  4. Harass, attack, or bully the Tutor

  5. Solicit the Tutor

 

Tutor and Student users who conduct themselves out of scope with these terms and with consistent bad reviews on the App, will be banned from the App.

 

USER GENERATED CONTRIBUTIONS

The App offers the Student to submit or post content occasionally through communication with the Tutor. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").

1.  The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2.  You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the App, and other users of the App to use your Contributions in any manner contemplated by the App and these Terms of Use.
3.  You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the App and these Terms of Use.
4.  Your Contributions are not false, inaccurate, or misleading.
5.  Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6.  Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7.  Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8.  Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9.  Your Contributions do not violate any applicable law, regulation, or rule.
10.  Your Contributions do not violate the privacy or publicity rights of any third party.
11.  Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12.  Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13.  Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14.  Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the App in violation of the foregoing violates these Terms of Use and may result in, among other things, termination, or suspension of your rights to use the App.

 

CONTRIBUTION LICENSE

You and the App agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the App, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the App. You are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Contributions.

 

UEDIFY LIABILITY

UEDIFY INC., is not responsible for the content and advice provided to you by the freelance Tutor users using the App. You are solely responsible for how you use the information gained through the App and conducting your own fact checking of the information provided to you. You acknowledge that any dispute regarding a Tutor user or the content provided by them will be solely between yourself and the Tutor user. If you feel a Tutor user is providing inappropriate, lewd, or illegal content that violates any foregoing terms and conditions please contact us immediately at contact@uedify.app.

APP MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the App for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.

 

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the App. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APP OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the App.

We cannot guarantee the App will always be online and available. We may experience hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in these Terms of Use will be construed to obligate us to maintain and support the App or to supply any corrections, updates, or releases in connection therewith.

 

GOVERNING LAW

These Terms shall be governed by and defined following the laws of California, USA and yourself irrevocably consent that the courts of the California shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

You also consent that the relationship between Uedify (the App) and TUTOR and STUDENT is NOT an employee and employer agreement. The App is only a platform and tool for the use of individuals to learn from each other. No restrictions on times, price, location, method, or industry set by the App on the users are present.

 

DISPUTE RESOLUTION

 

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146)  according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be 3. The seat, or legal place, of arbitration shall be Fresno County, California. The language to be used in the arbitral proceedings shall be english. The governing law of the contract shall be the substantive law of the United States of America.

 

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief (d) any claim on immediate danger or harm to a person or persons. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

CORRECTIONS

There may be information on the App that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the App at any time, without prior notice.

 

DISCLAIMER

THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO  THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the App; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

USER DATA

We will maintain certain data that you transmit to the App for the purpose of managing the performance of the App, as well as data relating to your use of the App. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the App. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the App or in respect to the App constitute the entire agreement and understanding between you, the Student, and us, UEDIFY INC. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

 

CONTACT US

In order to resolve a complaint regarding the App or to receive further information regarding use of the App, please contact us at:

 

UEDIFY INC

Fresno, CA

contact@uedify.app

Phone: +1 (844) 483-3438

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UEDIFY INC ALL RIGHTS RESERVED