BY CLICKING ANY ACCEPTANCE BUTTON IN RESPECT OF THESE TERMS, OR BY OTHERWISE USING OR ACCESSING THE SITE OR SERVICES, YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH CONTAINS WAIVERS OF YOUR CLASS-ACTION RIGHTS AND LIMITATIONS ON THE LIABILITY OF SOCIAL TUTO ENTITIES TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE USE OF THE SITE AND SERVICES. READ THE FOLLOWING USE CONDITIONS AND DISCLAIMERS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE.
Changes to the Agreement.
Social Tuto reserves the right to update or make changes to this Agreement from time to time and may provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site or in connection with the Services. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your access to or use of the Site or Services following changes to this Agreement will constitute your acceptance of those changes. Any changes to this Agreement shall not apply to any dispute between you and Social Tuto arising prior to the date on which Social Tuto posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes.
Changes to the Site or Services.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site or Services, with or without notice; charge fees in connection with the use of the Site or Services; modify or waive any fees charged in connection with the Site or Services; or offer opportunities to some or all users of the Site or Services. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or of any Service, content, feature or product, in whole or in part. Your continued access to or use of the Site or Services after such changes will indicate your acceptance of such changes.
Application & Scope of this Agreement; Additional Terms.
This Agreement applies to all persons who access the Site and/or Service and all persons who use the Site and/or Service, regardless of whether such use is of free or paid portions of the Site and/or Service, including users who become subscribers or members on the Site or the Service (including all tiers and categories of such subscribers or members, “Members”) and users and Members who become teachers or providers of educational content on the Site or the Service (including all tiers and categories of such teachers or content providers, and as further defined in Section 6, “Teachers”), in each case with respect to all uses of, and activities relative to, the Site and/or Services.
Your indication of your acceptance of this Agreement, whether express (e.g., clicking on an “I AGREE” icon) or implicit (i.e., accessing or using any portion of the Site and/or Service) constitutes your consent to this Agreement. You agree that such acceptance will have the same force and effect as if you had manually signed a paper version of this Agreement. You hereby irrevocably waive any rights that you may have under any applicable law to use or receive physical copies of this Agreement.
When accessing or using certain parts of the Site and/or Services you may be asked to agree that you are subject to any additional terms and conditions posted by us on the Site or otherwise made available to you via the Service that are applicable to such parts of the Site and/or Services (“Additional Terms”). Additional Terms may also include terms posted on the Site and/or Services, including, for example:
- portions of the Site or Service that describe the fees, subscription periods, free trial periods or other specific terms that will apply to certain Paid Services (hereinafter defined);
- portions of applications or registration forms that specify qualifications or other requirements applicable to you as an applicant or registrant; and
- rules, guidelines, manuals, policies and other documents posted on the Site and/or Services relating to proper use of various specific Services.
Users must be at least 18 years of age to create an account and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the US or 16 in Ireland), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you select Services that are appropriate for you. If you are below this age of consent to use online services, you may not create a Social Tuto account. If we discover that you have created an account that violates these rules, we will terminate your account.
BY ACCESSING OR USING THE SITE OR SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. By accessing, using and/or registering for an account on the Site and/or Services on behalf of any third party (e.g. your employer) you are representing to us that you are an authorized representative of that third party and that your access, use and/or registration of or on the Site and Services on their behalf constitutes their acceptance of this Agreement.
Additional user qualifications may apply to specific Services, including for Members and Teachers. There may be more than one category of Member or Teacher and each category may have unique user qualifications. Additional categories of users may also be designated by Social Tuto with unique qualifications for such users.
User Obligations & Responsibilities
You acknowledge and agree that you (and not Social Tuto) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment and services needed to access and use the Site or Services, and paying all charges related thereto.
The quality (e.g., the resolution) of streaming content, as well as the download speed of downloadable content, may be affected by a variety of factors such as your location, the content being streamed or downloaded and the speed of your Internet connection. Social Tuto makes no representation or warranty regarding access to content available through the Site or in connection with Services, including the quality of streaming content and the download speed of downloadable content.
Your ability to access the Site and/or any Services and the quality of your user experience may depend on whether you are using appropriate hardware and/or software to access and use the Site and/or Services. Hardware, software and other technological requirements suggested for optimal use of the Site and Services may be posted within the Site and/or Services, but Social Tuto makes no representation, warranty or guarantee that you will be able to use the Site and Services even if you satisfy such requirements.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.
Third Party Teachers; Program Content.
The Site and Services primarily provide users with access to certain content and services related to social media education, inspiration, influencing, business and marketing strategies, guides and information related to social media and/or business development, webinars, podcasts, tutorials, social media tools and content creation (collectively, “Programs”), which may include, without limitation: (a) live streaming media (e.g., webcasts and groupcasts) and on-demand streaming media; (b) downloadable audio and video courses (e.g., podcasts and webinars); (c) downloadable presentation and other materials (e.g., guides, images, graphics and templates); (d) downloadable publications; (e) blogs; and/or (f) transcripts (such content and services also part of the “Services”). Such Programs are designed and provided by third parties that are referred to herein as “Teachers”. Teachers are not employees or agents of Social Tuto. Instead, Teachers are users that apply to become eligible as Teachers and make available Programs via the Services. Social Tuto provides various tools and services to allow Teachers to make available their independently developed Programs via the Site and Services as well as to allow Teachers to interact with participants, and Social Tuto in turn provides Teachers with compensation for such Programs and/or interactions as described in the Teacher Terms. Notwithstanding the description of Social Tuto’s relationship with Teachers described in this Agreement, Social Tuto reserves the right to change such relationship and/or to have different relationships with different Teachers as Social Tuto may determine in its sole discretion, all without giving notice to users. If the relationship between Social Tuto and Teachers described herein is prohibited by applicable laws in any user’s jurisdiction of residence then such user may not be eligible to participate as a Teacher.
While we make efforts to maintain the quality of our Teachers and the Programs that they make available via the Site and Services, we do not direct or control the day to day activities of the Teachers on the Site and/or Services and we thus disclaim any and all responsibility and liability for the actions and activities of Teachers and the content and services provided by them via the Site and the Services, including any interactions or communications they may have with users of the Site or Services. Under no circumstances will the Social Tuto Entities be liable for any loss or damage caused by your reliance on any Program or related communications, information or materials provided by Teachers, or for your interactions with Teachers. The opinions expressed by Teachers reflect solely the opinions of the individuals who submit or express such opinions, and may not reflect the opinions of Social Tuto. Further, when you interact directly with a Teacher or other users, you must be careful about the types of personal information that you share. While the Teacher Terms restrict the use of any personal information collected by Teachers, we do not control what Teachers or other users do with the information they obtain from other users on the Site or Services and Social Tuto will not be responsible to any user for the acts or omissions of any Teacher or other user, even if such act or omission is in violation of these Terms.
Rules of Conduct.
You must comply with all applicable laws, rules and regulations while accessing or using the Site and/or Services. In addition, we expect users to respect the rights and dignity of others. Your use of the Site and/or Services is conditioned upon your compliance with the rules set forth in this section. You must not:
- Post, transmit, or otherwise make available, through or in connection with the Site or Services, (a) anything that could be (i) threatening, harassing, discriminatory, degrading, hateful or intimidating; (ii) defamatory, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) related to alcohol, wagering, gambling, tobacco products, ammunition or firearms; (b) anything that could give rise to criminal or civil liability (including any material protected by copyright, trademark, trade secret, right of publicity, or any other proprietary right for which you do not have the express prior consent of the owner of such right or in violation of any contractual, fiduciary or other legal obligation), or that encourages conduct that would constitute a criminal offense; (c) any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is potentially harmful or invasive, or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;(d) any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme,” investment opportunity or other form of solicitation; or (e) any material, non-public information about a company or any securities or other financial instrument, without the proper authorization to do so.
- Use the Site or Services (a) to defame, abuse, harass, stalk, threaten, harvest or collect personally identifiable information, or otherwise violate the legal rights of others, including rights of privacy or publicity; (b) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements or Submissions (as defined below) or Programs; or (c) for any other fraudulent or unlawful purpose.
- Interfere with or disrupt the operation of the Site or Services or the servers or networks used to make the Site or Services available (including by taking any action that imposes an unreasonable or disproportionately large load upon the Site or in connection with the Services or upon such servers or networks) or violate any requirements, procedures, policies or regulations of such servers or networks.
- Restrict or inhibit any other person from using the Site or Services (including by hacking or defacing the Site).
- Use the Site or Services to advertise or offer to sell or buy any goods or services, other than properly using any functionality provided by Social Tuto as part of the Site or Services specifically for such purposes or with Social Tuto’s express prior written consent.
- License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell, distribute, or exploit for any commercial purposes the Site or Services or any access to or use of the Site or Services.
- Modify, adapt, make derivate works of, translate, reverse engineer, decompile or disassemble the Site or Services.
- Remove any copyright, trademark or other proprietary rights notice from the Site or Services or any materials available through the Site or Services.
- Frame or mirror any part of the Site or Services without Social Tuto’s express prior written consent.
- Systematically download or store content from the Site or Services.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather content of the Site or in connection with the Services or reproduce or circumvent the navigational structure or presentation of the Site or Services without Social Tuto’s express prior written consent. Notwithstanding the foregoing, Social Tuto grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Social Tuto reserves the right to revoke these exceptions either generally or in specific cases.
- Access the Site or Services if you are from a territory where U.S. businesses are prohibited from engaging in business by applicable law or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government.
We may terminate your use of the Site or Services for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct set forth above (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site or Services).
Privacy; How We Use Personal Information Submitted Through the Site and/or Services.
User Submissions; User-Generated Content.
Submissions. The Site or Services may make available certain functionality (for example, social media pages or platforms, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality, among other services) through which you are able to post, send or make available information and materials for use by Social Tuto, Teachers, Members and/or other users of the Site and/or Services (each, a “Submission”). For clarity, Submissions include any feedback, ideas or suggestions in any format, including improvements to our software or Site design, that you transmit or submit to us regarding the Site and/or the Services or any other matter. For purposes of this Agreement, Programs and Program Content created by Teachers shall not be considered Submissions and shall be subject to the Teacher Terms.
Our Rights to Use Your Submissions. For each Submission that you make available through or in connection with the Site or Services, you hereby grant to us a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Submission, in any format or media now known or here after developed, and for any purpose (including promotional purposes, such as displaying a user comment on the front page of the Site or Services as a testimonial). Without limiting the foregoing, Submissions include your speaking, asking questions or otherwise presenting or participating at a Social Tuto Program via the Site and/or Services, and you consent to Social Tuto’s recording the content of your Submissions (whether oral or written, including video).
Disclaimer Regarding Functionality That Limits Who Can See Your Submissions. The Site and/or Services may permit users to share their Submissions with only a select group of other users, or make their Submissions public for all (even non- users of the Site and/or Service) to view. You acknowledge and agree that, although the Site and/or Services may provide certain features intended to allow you to restrict who can see your Submissions or to allow you to remove the content of one or more Submissions from the Site and/or Services, Social Tuto does not guarantee that such Submissions will never be accessible by non-permitted users or other persons. SOCIAL TUTO HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO, DISTRIBUTION OR USE OF ANY USER CONTENT OR SUBMISSIONS.
Your Rights to Your Submissions. For purposes of clarity, since you only grant to us a non-exclusive license to your Submissions, you retain any ownership rights that you may have in any of the Submissions that you make available, subject to the terms and conditions of this Agreement. This means that you can use your Submissions for any purpose you wish outside of the Site and/or Services even after providing the Submissions to us.
You Are Legally Responsible for the Content of Your Submissions. You hereby represent and warrant that (a) you have all necessary rights to use and submit all content included in your Submissions (including any content created by a third party) and that you have the right and power to grant the licenses to Social Tuto as specified in this paragraph; and that (b) your Submissions do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (c) your Submission does not contain any viruses, adware, spyware, worms, or other malicious code. We may use Submissions for any purpose whatsoever without compensation to you or any other person. You are and remain responsible and liable for the content of any Submission.
We Disclaim Responsibility For The Content of Submissions. You understand that when using the Site and/or Services, you will be exposed to Submissions from a variety of sources, including other users, and that neither Social Tuto nor any Social Tuto Entities are responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Submissions. You further understand and acknowledge that you may be exposed to content that is inaccurate, 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 Social Tuto and Social Tuto Entities with respect thereto. Social Tuto does not endorse any Submission or any opinion, recommendation or advice expressed therein, and Social Tuto expressly disclaims any and all liability in connection with Submissions. Without limiting the foregoing, Social Tuto may (but have no obligation to) monitor, evaluate or alter Submissions before or after they appear on the Site or in connection with the Services. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose. In addition, the Social Tuto Entities have no control over, and shall have no liability for, any damages resulting from the use (including republication) or misuse by any third party of your Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE ON THE SITE OR SERVICE OR OTHERWISE TO ANY THIRD PARTY, YOU DO SO AT YOUR OWN RISK.
Social Tuto’s Proprietary Rights; Your Limited Right to Use Social Tuto Content
We and/or our licensors, sponsors, partners, advertisers, content providers or other third parties own the information and materials made available through the Site and/or Services, including, without limitation, (i) Social Tuto’s and third party trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “Social Tuto Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork that appears on the Site and/or Services (including all content of Programs), and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Site and/or Services (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “Social Tuto Content”). Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Site or Services or any Social Tuto Content or other information or materials made available through the Site or Services. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any Social Tuto Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from Social Tuto or the owner of such content if Social Tuto is not the owner. Any use of the Social Tuto Marks without Social Tuto’s express written consent or as expressly permitted by this Agreement is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in Social Tuto Content, including any such notices appearing on any Social Tuto Content you are permitted to download, transmit, display, print, or reproduce from the Site and/or Services. Nothing contained on the Site or Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Social Tuto Content without the express prior written consent of the owner.
Subject to your compliance with all terms of this Agreement, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use Social Tuto Content (including Programs) made available to you by the proper and intended functionality of the Site and Services and to print a single hard copy or download a single electronic copy for your personal use only of any materials made available on the Site and Service for printing or download, as applicable. You are not permitted to transfer, rebroadcast, redistribute or resell Programs or other Social Tuto Content in any way.
Third Party Content; Links.
Social Tuto shall have the right, at any time, to block links to the Site or Services through technological or other means without prior notice.
You may link to the homepage of the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest that Social Tuto has any form of association with you, approves of you, or endorses you, in each case, without our express consent.
Accuracy of Information; Products, Content and Specifications.
Without limiting the generality of any other provisions of this Agreement, the content provided through the Site and/or or in connection with the Services (including Programs, Social Tuto Content and Third Party Content) is designed to only provide information on the subject matter covered. However, such content provided on or in connection with the Site or Services may be inaccurate, incomplete or out of date. Accordingly, we make no representation as to the completeness, accuracy or currentness of such content, including all descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on the Site or Services. Such content is also subject to change at any time without notice. Certain measures and similar descriptions are approximate and are provided for convenience purposes only.
The Site and/or Services may contain advertisements of third parties. The inclusion of advertisements on the Site and/or Services does not imply endorsement of the advertised products, information or services by Social Tuto or any Social Tuto Entities. Social Tuto shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the Site and/or Services. Further, Social Tuto shall not be responsible or liable for the statements or conduct of any third party advertisers appearing on the Site and/or Services. If you decide to access any of the third party sites linked to the Site and/or Services (including via any links in any banner advertisements displayed on the Site and/or Services), you do so entirely at your own risk. You shall be solely responsible for any correspondence or transactions you have with any third party advertisers.
Registration; Applications; User Names and Passwords; Data Storage.
Certain parts of the Site and/or Services are available only with application approval, registration, login and/or a paid subscription.
When you complete any registration, application or other informational form, you represent and warrant that all information submitted to Social Tuto in connection with any such registration is complete and accurate and that you satisfy all criteria, requirements and qualifications for the category of use that you are applying or registering for. We may reject, or require that you change, for any reason, your category of use (e.g., Member or Teacher level or category) any user name, password or other information that you provide to us in registering. We reserve the right to revoke any user’s membership or other status for any reason at our sole discretion.
You are responsible for keeping your registration and other account information current by notifying us of any changes. Your user name and password are for your personal use only and should be kept confidential; you (and not Social Tuto) are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
You must contact Social Tuto immediately if you become aware of or believe there is or may have been any unauthorized use of your personal registration, login or account information, or otherwise wish to deactivate your account or change your username or password due to security concerns. Please contact firstname.lastname@example.org for any such purposes.
When using the Site and/or Services via an account, the features of that account may permit you to store data, preferences set by you, content or other information for your convenience, but Social Tuto is under no obligation to retain any such data, preferences, content or other information, including, without limitation, any course materials that you may have stored.
It may take time to review your application or registration before we provide you a response. Turn-around times posted within the Site and/or Service are only estimates and actual response and processing time may be shorter or substantially longer depending on, among other things, volume, the complexity of your submission or other factors. We reserve the right to change processing times at any time for any reason.
Paid Services; Fees; Payments.
General. If you purchase any of our Services that are provided for a fee (“Paid Services”), you agree to pay us the applicable fees and taxes as stated within the Site and/or Services at the time of purchase. Failure to pay these fees may result in the termination of your access or subscription to the Paid Services. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). You must pay us for applicable fees and taxes unless you cancel the Paid Service, in which case you agree to still pay these fees through the end of any applicable subscription period. This Agreement describes additional terms applicable to certain types of fees and payments, but nothing herein shall restrict Social Tuto from charging or using other types of fees and payment methods.
Subscription Services. When you register and provide your payment information for a portion of the Services that is provided as a “subscription”, you obtain the right to use and access the specific Services comprising that subscription for a specific limited period of time, i.e., the subscription period as specified in the application or registration form or otherwise within the Site and/or Services in consideration for your payment of the applicable subscription fee for such period. You also agree that at the end of each current subscription period, your subscription will be automatically renewed for an additional subscription period at the then-current subscription rates (which may be increased from period to period) unless you cancel your subscription at least twenty four (24) hours prior to the renewal date. If you timely cancel a subscription prior to the end of its then-current subscription period, your subscription will be cancelled effective as of the end of the applicable subscription period and you will be obligated to pay the applicable subscription fees through the end of the applicable subscription period.
Free Trial Periods. When you register for a portion of the Services that is made available for a “free trial period”, you obtain the right to use and access the specific Services comprising that “free trial” for a specific limited period of time, i.e., the trial period as specified in the application or registration form or otherwise within the Site and/or Services. While there is no charge for the applicable Services during the applicable free trial period, you may be asked to provide your payment information (e.g., credit card) at the time you register for the free trial and, by so doing, you are deemed to agree to purchase a full, paid subscription for the applicable Service unless you cancel such purchase prior to the end of such free trial period.
Refunds/Exchanges/Credits. Refunds and exchanges will be subject to Social Tuto’s refund and exchange policies in effect at the time of the attempted refund or exchange. Unless expressly stated otherwise within the Site or Service, Membership fees, subscription fees and other fees and charges are generally non-refundable.
DISCLAIMER OF WARRANTIES.
THE SITE, SERVICES AND ANY GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR SERVICES. THE SOCIAL TUTO ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE, SERVICES AND ANY GOODS OR SERVICES OBTAINED OR MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.
WHILE WE TRY TO MAINTAIN THE INTEGRITY AND SECURITY OF THE SITE AND SERVICES AND THE SERVERS FROM WHICH THE SITE AND SERVICES ARE OPERATED, WE DO NOT GUARANTEE THAT THE SITE OR SERVICES WILL BE OR REMAIN SECURE, COMPLETE OR CORRECT, OR THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED. THE SITE OR SERVICES MAY INCLUDE INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THIS AGREEMENT. ADDITIONALLY, THIRD PARTIES MAY MAKE UNAUTHORIZED ALTERATIONS TO THE SITE OR SERVICES.
LIMITATION OF LIABILITY.
THE SOCIAL TUTO ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, AND EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE SOCIAL TUTO ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, OR FROM ANY CONTENT POSTED ON THE SITE OR IN CONNECTION WITH THE SERVICES BY SOCIAL TUTO OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES. THE MAXIMUM LIABILITY OF SOCIAL TUTO FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SOCIAL TUTO TO ACCESS AND USE THE SITE OR SERVICES DURING THE TWELVE MONTH PERIOD PRIOR TO THE TIME YOUR CLAIM ARISES AND (B) $1,000.
YOU ACKNOWLEDGE AND AGREE THAT SOCIAL TUTO HAS OFFERED THE SITE AND SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SOCIAL TUTO, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOCIAL TUTO. SOCIAL TUTO WOULD NOT BE ABLE TO PROVIDE THE SITE OR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND SOCIAL TUTO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless each of the Social Tuto Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site or Services; (b) any violation or alleged violation of this Agreement by you; or (c) any claim that any of your Submissions, Programs or Program Content, or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing. Social Tuto will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the Social Tuto Entities other than under this Section.
Term and Termination.
This Agreement is effective until terminated. Social Tuto may terminate your access to or use of the Site or Services, at any time and for any reason, including if Social Tuto believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to access or use the Site or Services will immediately cease. You agree that any termination of your access to or use of the Site or Services may be effected without prior notice, and that Social Tuto may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Social Tuto shall not be liable to you or any third party for any termination of your access to the Site or Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 1-4, 6, 8-27 and any other provision of this Agreement and any Additional Terms that by its terms or content applies following termination (including any and all licenses to content granted to us), shall survive any expiration or termination of this Agreement.
This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded.
Dispute Resolution; Arbitration.
Before bringing a formal legal case, please first try contacting us using the contact information located in Section 28. If we can’t resolve our dispute amicably, you and Social Tuto agree to resolve any claims through arbitration in accordance with this Section 21, regardless of the type of claim or legal theory.
ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SOCIAL TUTO, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THIS SITE OR SERVICES, YOU AGREE THAT YOU AND SOCIAL TUTO ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. Any in-person hearings or appearances shall be held in Los Angeles County, State of California, U.S.A. Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall follow this Agreement and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Statute of Limitations.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site and/or Services must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
The Site and the Services are controlled and operated by Social Tuto from the United States, and are not intended to subject Social Tuto to the laws or jurisdiction of any state, country or territory other than that of the United States. Social Tuto neither represents nor warrants that the Site or the Services or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site or Services from any jurisdiction outside the United States, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Site or the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time. Not all products or services described on the Site or the Services are available in all states, territories or jurisdictions.
Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or in connection with the Services infringe your copyright, you (or your agent) may send Social Tuto a written notice by mail, email or fax, requesting that Social Tuto remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Social Tuto a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to Social Tuto’s DMCA Agent: by mail to Cassandra Sofia Jenkins, Social Tuto, 1525 N Alvarado St. 26070, Los Angeles, CA 90026; or by email to email@example.com.
We suggest that you consult your legal advisor before submitting a notice or counter-notice.
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and On Guard Online (http://onguardonline.gov/). Please note that Social Tuto does not endorse any of the products or services listed at such sites.
Notice for California Residents.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or Services, please contact us by writing to
1525 N Alvarado St,
Los Angeles, CA 90026
or by calling us at +1 (856) 363 – 3840 or sending an email to firstname.lastname@example.org. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Social Tuto. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent, and any prohibited assignment, transfer or sublicense is void. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and Social Tuto relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Social Tuto relating to such subject matter. Notices to you may be made via posting to the Site or through the Services, by e-mail, or by regular mail, in Social Tuto’s discretion. The Site or Services may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Social Tuto will not be responsible for failures to fulfill any obligations due to causes beyond its control.
If you have any questions regarding the meaning or application of this Agreement, please direct such questions to email@example.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
Please click the following links to learn more about our Terms of Service:
- Teacher Qualifications
- Your Ability to Offer Programs
- Teacher Responsibilities for Programs and Materials; Technical Requirements
- Teacher Compensation
- Relationship of Social Tuto and Teacher
- Income Tax Reporting Obligations of Teachers
- Teacher Performance; Representations, Warranties and Covenants
- Teacher Compliance with Privacy Requirements
- Social Tuto Ownership of Program Content and Rights to Use Teacher Name and Likeness
- Use of Social Tuto Marks
To be a Teacher and/or Creator, you must satisfy all applicable requirements posted on the Site and Service. You will be notified via the Services if and when you have satisfied all applicable requirements. You must comply with the Agreement and all other requirements posted on the Site to maintain your status as a Teacher and/or Creator, which may require a periodic renewal or confirmation process for your status. Social Tuto reserves the right to decline any request or application for Teacher and/or Creator status for any reason or no reason. Social Tuto may designate more than one category of Teacher and/or Creator status.
Your Ability to Offer Programs
As a Teacher and/or Creator, you are eligible to submit application(s) to request to post or to directly post (without prior application) Programs or Free Downloadable Content (as defined in the Agreement) via the Site and Services. A separate application (a “Content Submission”) may be required to be completed and submitted to Social Tuto for each Program and/or Content Submission that you wish to post. We reserve the right to deny or reject any Content Submission(s) for any reason at our sole discretion. We reserve the right to cancel and/or withdraw any Program and/or Content Submission for any reason at our sole discretion. We reserve the right to deny any Program and/or Content Submission project submission(s) for any reason at our sole discretion. Social Tuto shall not have and hereby disclaims any liability for rejecting, canceling, or withdrawing any Program Application or Program, and any cancellation or withdrawal of a Program shall be without prejudice to Social Tuto’s rights in such Program pursuant to Section 9 hereof.
Teacher and/or Creator Responsibilities for Programs and Content Creation and Materials; Technical Requirements.
Teacher and/or Creator understands and agrees that Teacher and/or Creator must procure at Teacher’s and/or Creator’s sole risk, cost and expense any and all equipment and materials (e.g., cell phone, computer(s), office space, office supplies, internet connections, webcams, microphones, expertise, etc.) and all information, data, works of authorship or other materials delivered in text, photographic, audio, visual or audiovisual format (“Content Submissions and/or Program Content”) that is reasonably required for Teacher and/or Creator to access and use the Services and to produce and/or post his or her Programs. Without limiting the foregoing, Teacher and/or Creator must provide all software and hardware that is not otherwise made available via the Site and Services and Social Tuto makes no representation or warranty as to what functionalities may be available to support Teacher and/or Creator and Programs on the Service. Teacher and/or Creator also understands that Teacher and/or Creator may be required to register for, purchase and use third party services, products and technology, such as YouTube Unlisted or Vimeo, in order to offer Programs on the Site and Service, all at Teacher’s and/or Creator’s own risk and expense. Teacher and/or Creator understands that additional terms, conditions and fees may apply to Teacher’s and/or Creator’s use of such third party services and Teacher and/or Creator shall be solely responsible for compliance with all third party requirements. Teacher and/or Creator will be responsible for providing all Program Content in a format that can be hosted and streamed via the Site and Services in accordance with the technical specifications provided to Teacher and/or Creator by Social Tuto from time to time.
Teacher and/or Creator Compensation.
For certain Programs and/or Content Submissions that are approved in advance by Social Tuto, Teachers and/or Creators may be entitled to payment (“Program and/or Content Submission Fees”) from Social Tuto. The amount and terms of any Program and/or Content Submission Fees payable to a Teacher and/or Creator (the “Program and/or Content Submission Fee Terms”) must be agreed to in writing by Social Tuto as of the time of the posting or making available of the approved Program or Content Submission on the Site or Services, which agreement may occur via a separate written agreement or communication between Social Tuto and Teacher and/or Creator or may be as posted on the Site or Services by Social Tuto from time to time.
Teachers and/or Creators may also be offered the opportunity to participate in a promotional, ambassador or affiliate program pursuant to which Teachers and/or Creators are entitled to a fee (“Promotional Fees,” and collectively with the Program and/or Content Submission Fees, “Teacher and/or Creator Fees”) based upon the number of Members registering for the Site or Services that directly result from the activities of such Teacher or Creator as determined by Social Tuto. The amount and terms of any such Promotional Fee payable to a Teacher and/or Creator (the “Promotional Fee Terms”) must be agreed to in writing by Social Tuto as of the time such offer is made to Teacher and/or Creator, which agreement may occur via a separate written agreement or communication between Social Tuto and Teacher and/or Creator or be posted on the Site or Services by Social Tuto from time to time. Promotional Fees may be tracked using “discount codes” or “referral links” or any other method designated by Social Tuto in its sole discretion.
The timing for payment of the Teacher and/or Creator Fees will be as set forth in the agreed Program and/or Content Submission Fee Terms and Promotional Fee Terms, respectively. Teacher and/or Creator Fees shall be paid in accordance with such terms unless and until Teacher’s and/or Creator’s use of the Site or Services is terminated in accordance with the Agreement.
Payments will be made in any manner directed by Social Tuto from time to time. For us to pay you in a timely manner, you must provide complete and accurate payment information and must keep us informed of any changes to such information. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.
Social Tuto’s determination of the amount of Teacher and/or Creator Fees (if any) due and payable to a given Teacher or Creator will be final and binding on both the Teacher and/or Creator and Social Tuto. If a Teacher or Creator believes that Social Tuto has made an error in calculating Teacher and/or Creator Fees, the Teacher and/or Creator should contact us using the contact information located in Section 28 and we will use reasonable efforts to investigate your concerns and determine if an error was made. If, after reporting concerns to us, a Teacher or Creator disagrees with the Teacher and/or Creator Fees paid to Social Tuto or Social Tuto’s response to Teacher’s and or Creator’s concerns, such Teacher’s or Creator’s sole remedy shall be to discontinue use of the Site and Services.
Teacher and/or Creator acknowledges that Social Tuto may charge fees to, or obtain other benefits, remuneration, or compensation from, Members and other users of the Site and Services, including for access to Programs or Content Submissions, in Social Tuto’s sole and absolute discretion and in no event shall Social Tuto have any obligation to share any such fees, benefits, remuneration, or compensation with any Teacher and/or Creator. Teachers and/or Creators may not contact any Member or other user regarding any dispute Teacher and/or Creator may have with Social Tuto.
Relationship of Social Tuto and Teacher and/or Creator.
Nothing contained in this Agreement shall be construed to place you and Social Tuto in the relationship of principal and agent, master and servant, employer and employee or partners or joint venturers. Without limiting the foregoing, no Teacher or Creator shall be for any employee benefits of or from Social Tuto.
Income Tax Reporting Obligations of Teachers and/or Creators.
Teacher and/or Creator will report as income to the appropriate governmental agencies all compensation received pursuant to this Agreement or otherwise from Social Tuto and will be responsible for paying all applicable taxes thereon. Teacher acknowledges that Social Tuto will report all compensation paid to Teacher and/or Creator under this Agreement on form 1099 or applicable successor form as required by law.
Teacher and/or Creator Performance; Representations, Warranties and Covenants.
As a Teacher and/or Creator, you are responsible for all content that you post or make available on the Site or Services, including Content Submissions, Programs and Program Content (collectively, “Submitted Content“).
You represent and warrant that:
- you will provide and maintain accurate account information;
- your creation and making available of the Program and/or Content Submission and related activities pursuant to the Agreement will not conflict with any other contract or agreement to which you are bound;
- your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
- you have the required expertise to teach and offer the services that you offer through your Submitted Content and use of the Services; and
- you will ensure a high quality of service that corresponds with the standards of your industry and instruction services in general, and will be reasonably responsive to participants in a Program when the context requires.
You warrant that you will not:
- post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
- post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
- use the Services for business other than providing tutoring, teaching, and instructional services to Members, networking and interacting with other users, Members and Teachers and/or Creators, or any other appropriate purpose for which the Site or Services are specifically designed;
- engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
- frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
- impersonate another person or gain unauthorized access to another person’s account;
- interfere with or otherwise prevent other Teachers and/or Creators from providing their services or Content Submissions or Programs; or
- abuse Social Tuto resources, including support services.
Teacher and/or Creator Compliance with Privacy Requirements.
If and to the extent that Teacher and/or Creator obtains by any means any personal information regarding any Member or other user via the Site or Services or otherwise in the course of offering a Program or Content Submission, Teacher and/or Creator will hold such information strictly confidential and will not disclose such information to any third person without the express written permission of Social Tuto and will use such information only for the administration of the Program and/or Content Submission and in accordance with the express purposes contemplated by the Agreement and these Teacher and/or Creator Terms. Personal information includes a Member’s or other user’s name, physical address, email address, or other personally identifiable information. Teacher and/or Creator will comply with and will not circumvent any and all information security rules and guidelines specified by Social Tuto with respect to the personal information of Members, other Teachers, Creators and other users of the Site and Services. Without limiting the foregoing, Teachers and/or Creators agrees that they shall not attempt to have Members or other users provide personal information to the Teacher or Creator that is in addition to the information otherwise provided to the Teacher and/or Creator via the proper functionality and features of the Site and Services.
Social Tuto Ownership of Program Content and Rights to Use Teacher and/or Creator Name and Likeness.
Social Tuto’s Rights to Use Teacher and/or Creator Name and Likeness. Teacher and/or Creator grants to Social Tuto a non-exclusive, worldwide, fully sublicensable license to use Teacher’s and/or Creator’s name and likeness in connection with the offering and downloading of Content Submissions, Programs and Program Content through the Site and Services, and the marketing, promotion and advertising thereof.
Social Tuto’s Ownership of Content Submissions and/or Program Content. All Content Submissions, Programs and Program Content provided by a Teacher and/or Creator to Social Tuto or any Social Tuto Entity shall be specifically commissioned as a work made for hire by Social Tuto, as that term is used in the United States copyright laws. Without limiting the foregoing, Social Tuto shall exclusively own in perpetuity on a worldwide basis all right, title and interest in and to all Content Submissions, Programs and Program Content submitted or posted to the Site or Service by Teachers and/or Creators and any Intellectual Property Rights embodied therein or pertaining thereto, for any and all uses in any media without any compensation except for any Program and/or Content Submission Fees that may be payable to Teacher and/or Creator in connection therewith in accordance with the Teacher and/or Creator Terms. Social Tuto shall have the right to adapt, change, revise, delete from, add to or rearrange the results and proceeds of the Content Submissions, Programs and Program Content, and each Teacher and/or Creator expressly waives the benefit of any law, doctrine or principle known as “droit moral,” moral rights, rights of artistic integrity or any similar law, doctrine or principle, however denominated.
In addition, each Teacher and/or Creator hereby irrevocably assigns to Social Tuto all worldwide right, title and interest, including all Intellectual Property Rights, in and to its Content Submissions, Programs and Program Content in the form submitted or posted to the Site or Service by Teachers and/or Creators. If a Teacher and/or Creator has any rights to a Content Submission, Program or Program Content that cannot be assigned to Social Tuto (“Non-Assigned Rights”), such Teacher and/or Creator unconditionally and irrevocably waives the enforcement of such Non-Assigned Rights and grants to Social Tuto during the term of such Non-Assigned Rights an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid and royalty-free license under such Non-Assigned Rights, with rights to sublicense through multiple levels of sublicensees, to use, reproduce, make, have made, prepare derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, the Content Submission, Program and Program Content; provided, however, that such Teacher and/or Creator shall use commercially reasonable efforts to avoid creating or submitting Content Submissions, Programs or Program Content in a manner that results in Non-Assigned Rights and shall promptly notify Social Tuto of any Non-Assigned Rights of which Teacher and/or Creator becomes aware.
Teacher and/or Creator agrees to cooperate with Social Tuto or its designee(s), at Teacher’s and/or Creator’s expense, in perpetuity, in the procurement and maintenance of Social Tuto’s rights in the Content Submissions, Programs and Program Content and to execute and deliver, when requested by Social Tuto, any other documents deemed necessary by Social Tuto to carry out the purpose of this Section 9, including without limitation any and all assignments consistent with Section 9.
For purposes of the foregoing, “Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including all extensions and renewals thereof, all rights of reversion, rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.
Your Rights to Program Content. For purposes of clarity, you do not retain any ownership rights that you may otherwise have had in the Program or any of the Program Content that you make available. This means that you cannot use any Content Submissions, Program or Program Content you create for any purpose after providing the Content Submission, Program and Program Content to us or making it available on the Site or Services, including using or making such Content Submission, Program or Program Content available on any other platform or service. However, nothing in these Terms shall prevent you from creating new content that covers similar subject matter to your own Content Creation, Programs and/or Program Content that you previously submitted to Social Tuto and you may display or distribute any such new content anywhere you wish. Nothing in the preceding sentence is intended to permit you to copy or reproduce the Content Submissions, Programs or Program Content of other Teachers and/or Creators.
You Are Legally Responsible for Your Content Submissions and/or Program Content. You hereby represent and warrant that (a) you have all necessary rights to use and submit all content included in your Content Submissions and/or Program Content (including any content created by a third party) and that you have the right and power to transfer ownership of the Program and all Program Content to Social Tuto as specified in this paragraph; and that (b) your Program Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (c) your Content Submission and/or Program Content does not contain any viruses, adware, spyware, worms, or other malicious code. Upon Social Tuto’s request, you agree to provide Social Tuto with satisfactory evidence of your permission to use all third-party material included in your Content Submission and/or Program Content.
Without limiting the foregoing, the Content Submissions, Programs and Program Content must be exclusive to Social Tuto, and you therefore also hereby represent, warrant and covenant that none of your Content Submissions, Programs or Program Content has been used or made available on any other platform or service or is or will be available on any other platform or service.
Should Teacher and/or Creator receive a written notice from a third party, or otherwise have actual knowledge of a third party, alleging infringement of its intellectual property rights arising from the provision of Program Content or other Submitted Content through the Site and Service, Teacher and/or Creator will promptly provide Social Tuto with notice of the alleged infringement claim.
Release. Teacher and/or Creator hereby releases, discharges and promises not to sue Social Tuto or any Social Tuto Entities from and against any and all claims, demands, costs and/or causes of action of any nature arising out of or in connection with the exercise by Social Tuto of any rights herein granted to Social Tuto to Programs, Program Content or Teacher’s and/or Creator’s name and likeness, including, without limitation, any claim for infringement, right of publicity, libel, slander, defamation, moral rights, invasion of privacy or violation of any other rights relating to any Content Submissions, Program or Program Content Teacher uploads, shares or otherwise provides or Teacher’s and/or Creator’s name and likeness in connection with use of the Site or Services. In this regard, Teacher expressly waives any and all rights and benefits conferred upon Teacher and/or Creator by the provisions of Section 1542 of the California Civil Code (and similar provisions of other jurisdictions), which Section reads as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Use of Social Tuto Marks.
While you are a Teacher and/or Creator with active Content and/or Programs and subject to the requirements below, you may use our trademarks where we authorize you to do so. We currently authorize Teachers and/or Creators to post our trademark and/or name on your website or social media feed in order to indicate that you are a Teacher and/or Creator with a Content Submission and/or Program on Social Tuto or to encourage your social media followers to sign up for a Social Tuto Membership. We may revoke this authorization at any time in the future by changing these Teacher and/or Creator Terms. We may also authorize additional uses of our trademarks as outlined on the Site or Services.
- only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
- only use our trademarks in connection with the promotion and sale of your Content and/or Programs or your participation on Social Tuto; and
- immediately comply if we request that you discontinue use.
You must not:
- use our trademarks in a misleading or disparaging way;
- use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services; or
- use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
This Ambassador Agreement (this “Agreement”) contains all of the terms and conditions between Social Tuto LLC, (“Social Tuto”) and the individual or organization (the “Ambassador”) participating in the Social Tuto Ambassador Program (the “Program”).
In this Agreement, “we” and “us” “company” means “Social Tuto” and “You” means the Ambassador participating in the Program. “Our Site” means the Web site located at www.socialtuto.com and “Your Site” means the Web site which you establish through the Program.
Upon execution of this Agreement, you will become an Independent Ambassador of Social Tuto established for purposes of marketing and distributing Social Tuto products and services (the “Social Tuto Products and Services”).
- Setting Up an Ambassador Account
- Social Tuto Pro Ambassador
- Relationship of Parties
- Commissions and Payment of Commissions by Social Tuto
- Your Obligations as a Social Tuto Ambassador
- Termination and Closure of Inactive Accounts
- Intellectual Property Rights
- Disclaimer and Limitation of Liabilities
- Changes to These Ambassador Terms
- Governing Law
- Electronic Signatures Effective
Setting Up an Ambassador Account
To set up an Ambassador Account, you will be required to complete the online sign-up form (the “Application”) on our Website. In completing the application, we may require you to share additional information about your website, social media information and other information we deem relevant.
We consider all ambassador applications that we receive. We will access your submitted application and we reserve the right to accept or reject an application based on reasonable grounds that we deem fit. Our application assessment guidelines will be determined by us and may be subject to change from time to time.
We will then provide you with a unique link to post on your website and/or social media platforms and other acceptable means to pass on to others. Each ‘click’ on this link will be registered on your Ambassador Account using a cookie that is set on the user’s computer, and for each referral received through the link associated with your ambassador account, you will earn a commission at the rate set out on our Website.
Social Tuto Pro Ambassador
Pro Ambassador level is open to every Ambassador in the Social Tuto Ambassador Program and is chosen manually by Social Tuto upon request. Acceptance into the Pro Ambassador level is based on the participant’s skill set level and experience, high amount of views on provided content submissions, high earning and/or high community engagement.
Pro Ambassador eligibility is regularly evaluated by Social Tuto to ensure that quality standards and expectations of our Pro Ambassadors are maintained. We also have the right to review our Pro Ambassador policies and criteria.
Relationship of Parties
You are hereby engaged by Social Tuto as an Independent contractor to act as an Ambassador for Social Tuto. As between you and Social Tuto, you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on Social Tuto’s behalf.
Commissions and Payment of Commissions by Social Tuto
For the services performed by you during the term of this Agreement and for each completed referral registration that arrives through your link, the sole and exclusive commission to be paid by Social Tuto to you shall be as specified within the Ambassador program description as described on the Social Tuto website. The commission rate shall be subject to the program description which outlines the payment structure, percentages per person and minimum payouts with respect to any commission you will receive. This rate schedule and agreement shall not be construed to have established or implied an employer-employee relationship but is agreed upon by both parties as a convenient schedule of paying the Ambassador for the services provided herein this Agreement. Social Tuto reserves the right, at its sole discretion, to make modifications to the program from time to time.
You shall not be entitled to any commission in the event that a sale is not completed, received after the termination of this Agreement, or not approved by Social Tuto. Commissions shall be paid to you via Paypal, except otherwise agreed and you shall be responsible for any incurring transaction charges.
You may be entitled to other bonuses and benefits in the event such bonuses and/or benefits have been sanctioned by Social Tuto. You shall be solely responsible for any and all due taxes and fees applicable to such compensation paid to you by Social Tuto.
As an Ambassador of Social Tuto, you shall be responsible for the payment of all income-based taxes relating to your earnings under this Agreement. In any event, where Social Tuto have to make such taxes paid on your behalf, you shall have to repay such amounts to Social Tuto.
Your Obligations as a Social Tuto Ambassador
You understand and agree that violation of any of the following conditions may result in the forfeiture of any accrued commissions and immediate termination of your account:
- Unsolicited e-mail: You shall not use Unsolicited Commercial E-mail, referred to as “Spam”, or any form of unsolicited e-mail to promote any of the Services associated with Social Tuto. Spam means unsolicited e-mail sent to persons with whom you have no relationship and/or who have not requested your information
- Inappropriate Content: You may not link to Social Tuto from any website which contains content that is slanderous, libelous, threatening, pornographic, obscene and or infringing that could give rise to any civil or criminal liability. Neither shall your affiliate site contain links, references or advertisement to any of the following: gambling, pornography, hated based contents or racially degrading materials, or any content which may be illegal.
- You will not make any statement, representation or warranty, whether vocally or in writing, about Social Tuto or our products and services other than those statements and representations contained in marketing materials and related contents provided by us to you or set out on our Website. You must always conduct and exhibit behavior in a manner that is consistent with the credibility and reputation of Social Tuto and its membership subscriptions.
- You will not make statements about Social Tuto products and services that are not true, neither are you permitted to use profane words – censored or uncensored. Up-to-date information about our products and services can be found on our website, or by emailing us at firstname.lastname@example.org.
- You agree to always remain in compliance with all applicable Federal Trade Commission (the “FTC”) regulations and updated guidelines on endorsement and testimonials as outlined on the FTC official website. In order to comply with these guidelines, you must disclose to consumers that you are part of the Social Tuto affiliate program and you will be receiving commissions or payment for promoting Social Tuto. Failure to do so may result in immediate removal from our ambassador program and cancellation of pending commissions or payments. Disclosures must be made clear and easily available without the consumers needing to scroll or look for them.
- You agree that as an Ambassador of Social Tuto, you shall regularly maintain and update your website and website contents, or other applicable places you are promoting Social Tuto such as Social Media Platforms, in line with updated information and content that we may make available to you from time to time. This will ensure consistency and accuracy between our services.
- You shall not engage in trademark bidding, or bidding on trademarked terms; neither shall you engage in bidding on competitor’s based on trademarked items.
- You agree not to make use of the Social Tuto brand name or variations of Social Tuto name in the name or URL of social media pages or social media ads or any form of paid advertising.
Termination and Closure of Inactive Accounts
Our Ambassadors are not obligated to meet quotas or guarantee sales. However, if any Ambassador Account is inactive for a period of more than one (1) year, then we will close that account, meaning any clicks using the unique link associated with that account will no longer be registered to that account and no commission will be payable in respect of any sales coming through that link.
You can choose to end your membership of our Ambassador program at any time, for any reason, by notifying us that you wish to do so. We will then close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you within two (2) months of your account being closed.
We can terminate your membership of our Ambassador program at any time, for any reason, by giving you thirty (30) days written notice. At the end of this thirty (30) day period, we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you on our next payment date.
We can also terminate your membership of the Ambassador program with immediate effect if you breach any of these Terms and do not remedy that breach (if capable of remedy) within fourteen (14) days of notice from us. If you do not correct the relevant breach within this time period we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Once your account has been closed no further commission will be payable, including any commission which has accrued to your account but not yet been paid to you.
In addition to the termination provisions above, either you or we will be entitled to terminate your membership immediately by notifying the other in writing if the other is declared bankrupt, enters into insolvency or administration proceedings.
If your membership of our Ambassador Program is terminated for any reason you will be entitled to receive any unpaid commission registered on your Ambassador Account, unless payment is excluded for any reason set out in the above paragraphs. You will not be entitled to, or have any claim against Social Tuto for, compensation of any sort.
Unless these Terms state otherwise, on termination of your Ambassador Account neither you nor we will have any further obligation to the other under these Terms.
Intellectual Property Rights
You are granted a limited, non-exclusive license to use selected images, logos, trade names, trademarks, copyrighted material and similar identifying material relating to us (collectively, the “Licensed Materials”) as provided by Social Tuto solely to advertise or market our Services. All of the material on the Social Tuto Site, including text, graphics, and other illustrations (“Content”) is the property of Social Tuto.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without the prior written consent of Social Tuto. You may not use the Content on any other website or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy any copies you have made of the Content, and we may end your authorization to participate in the Program.
Social Tuto retains all rights to its Licensed Materials (and any intellectual property embodied by the Licensed Materials) at all times. Any other use is strictly prohibited, including the use of the Licensed Materials in any manner that is disparaging or that otherwise portrays Social Tuto in a negative light. Determination of what is and is not acceptable use is at the sole discretion of Social Tuto. You may not alter, modify or change the Licensed Materials in any way. We, in our sole discretion, may revoke your license at any time, with or without cause and in our sole discretion, by giving you notice. The license granted herein should not be construed as granting any ownership rights in the Licensed Materials to the respective licensee thereof, all of which rights will remain the property of Social Tuto. Upon the effective date of the expiration or termination of this Agreement, the license granted herein will expire, you agree to cease using such Licensed Materials, and you agree to cease using all such Licensed Materials.
We value the information you make available to us and we take reasonable precautions to protect it. While we take reasonable steps to ensure the security of your information, please be aware that we are not guaranteeing you that your use of our Ambassador Program will be confidential, and we do promise that any information you provide to us is perfectly secure. While using our Ambassador Program, you may also become privy to certain confidential information about us, the Ambassador Program or a user. You agree to not disclose any of such confidential information made available to you through the ambassador program to a third party.
You indemnify, defend and hold harmless Social Tuto and its directors, officers, employees, distributors and agents from and against any and all claims, expenses, wages, lawsuits or other liabilities (including without limitation, reasonable legal fees and court costs) for injury to any person, or for loss or damage to personal property, which arises out of any misrepresentation by you regarding Social Tuto or our products and services, or any other of your activities as a Social Tuto Ambassador.
Disclaimer and Limitation of Liabilities
Certain consumer and fair trading laws that apply in certain jurisdictions may grant you certain rights that we cannot restrict, exclude or modify (“Non-excludable law”). Except where provided in a non-excludable law, Social Tuto is bound only by the express promises and terms made in these Ambassador program Terms and Conditions and we shall not be bound by implied terms.
Social Tuto will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Ambassador tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products and services sold by Social Tuto. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
Except as stated in a non-excludable law, Social Tuto’s liability to you for a term that cannot be excluded is to re-supply the relevant service. Except as provided in a non-excludable law, Social Tuto’s cumulative liability to you, from all causes of action and all theories of liability, will be limited to the total amount of your Referral earnings paid to you under these Ambassador Program Terms and Conditions.
Changes to These Ambassador Terms
We may make changes to any of these Terms at any time by posting new or updated Terms on Social Tuto.com. We will also email any new or updated Terms to you using the contact email address you have provided in your Ambassador Account details. Changes to these Terms may include, without limitation, changes in the way we award commission, fee schedules, payment procedures and Ambassador Program rules. If any changes we make are unacceptable to you, you will need to terminate your membership in our Ambassador Program. If you continue to use your unique Ambassador link after we have notified you of new or updated Terms then you will be deemed to have accepted those Terms.
This Agreement will be governed by the internal laws of the State of California, without regard to the choice of law provisions thereof. Any dispute between the parties arising under this Agreement will be resolved by binding arbitration by an arbitrator to be conducted in Los Angeles County, California, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator’s fees, or other costs, and reasonable attorneys’ fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Entire Agreement: These Terms constitute the entire agreement between you and us with respect to the Social Tuto Ambassador Program, and supersede all other communications between us in relation to your involvement in our Ambassador Program.
Neither you nor Social Tuto will incur any liability to the other for any loss or damage resulting from a delay or failure to perform any of these Terms (or any part of them) if the delay or failure is caused (whether in whole or in part) by events, occurrences, or causes beyond the control of that party, including without limitation acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
Assignability: These Terms are personal to you as our Ambassador and you may not assign or otherwise transfer any of your rights or obligations to anyone else.
Waiver: If we agree to waive any part of these Terms then, that waiver must be in writing in order to be effective. Any waiver by us of any of, or any part of, these Terms will not be considered a waiver of any subsequent breach of the same or any other provision of these Terms and failure, neglect or delay by you or us to enforce these Terms (or any of them) or any rights or remedies at any time will not be deemed to be a waiver of the rights under these Terms.
Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Social Tuto Ambassador program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Social Tuto application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.