Terms of Use - PrekAdvisor

READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY. YOUR USE OF THIS WEB SITE AND/OR ITS SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS OF USE. BY ACCESSING OR USING THE SITES, YOU AGREE TO BE BOUND BY THE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF USE, DO NOT USE THE SITES AND/OR THE SERVICES.

PLEASE NOTE THAT THESE TERMS OF USE CONTAIN CLASS ACTION WAIVER, WAIVER OF RIGHT TO JURY TRIAL, AND A MANDATORY AND BINDING ARBITRATION CLAUSE.

PROPRIETARY RIGHTS, COPYRIGHT AND TRADEMARK INFORMATION AND USE RESTRICTIONS All of the information included in this Site, including all the software text, course materials, graphics, logos, photographs, graphs, sounds, data, images, audio, page headers, software, buttons, video and other icons and the arrangement and compilation of this information (collectively, the “Site Information”) is the property of PreKAdvisor. The Site Information is protected by contract law and various intellectual property laws. Nothing shall be construed as transferring or assigning any ownership rights to any other person or entity. You will not (i) resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file; or (ii) remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. You will use the Site for lawful purposes only. All rights not granted are expressly reserved by PreKAdvisor.

LIMITATION ON LIABILITY. YOU AGREE THAT IN NO EVENT SHALL WE (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) BE LIABLE FOR, AND YOU HEREBY RELEASE US FROM ANY LIABILITY FOR ANY CLAIM OR LOSS. IN NO EVENT SHALL WE BE LIABLE FOR AND YOU HEREBY RELEASE US FROM ANY AND ALL NON-DIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHETHER OR NOT ARISING OUT OF OR RELATED TO THIS SITE

INDEMNIFICATION. YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR SUBSIDIARIES, LICENSORS, AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS, FOR AND AGAINST ALL CLAIMS OR DEMANDS, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING FROM OR RELATED TO YOUR USE OF OUR SITE AND/OR SERVICES.

GOVERNING LAW AND FORUM SELECTION. The Terms of Use are construed under the laws of the State of Delaware, without reference to its conflict of laws provisions. You agree that any action at law or in equity arising out of or relating to the Sites and/or Services can be filed only and exclusively in a state or federal court located in Delaware, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action or proceeding arising out of the Sites and/or Services. You hereby knowingly, voluntarily, intelligently, and irrevocably waive any available affirmative defenses under federal law or any states’ laws to venue and jurisdiction in Delaware, including without limitation improper venue, forum non conveniens, lack of in personam jurisdiction, and all related defenses. You further agree that this forum-selection clause shall apply to any and all claims under federal law or any states’ laws and that arise from or relate in any way to the Sites and/or Services, including, without limitation, contract, tort, and all other statutory or common law claims seeking equitable or legal relief, whether asserted as a cause of action, counterclaim, cross-claim, affirmative defense, or otherwise, and whether asserted on an individual basis or as putative representative of a class.

CLASS ACTION WAIVER. For disputes arising between us, we each agree that we can only bring a claim against each other on an individual basis. NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. If a court decides that this “Class Action Waiver” subsection is not enforceable or is invalid, then this Section shall cease to have effect, however, the remaining portions of the Terms of Use will remain in full force and effect.

WAIVER OF RIGHT OF JURY TRIAL. YOU HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY, AND IRREVOCABLY WAIVE YOUR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF, OR IN ANY MANNER RELATING TO THE TERMS OF USE AND/OR OUR PERFORMANCE OR FAILURE TO PERFORM HEREUNDER. The scope of this waiver is intended to be all-encompassing and shall apply to any and all claims arising under federal law or any states’ laws and that arise from or relate in any way to the subject matter of the Terms of Use and/or our performance, including, without limitation, contract, tort, and all other statutory or common law claims seeking equitable or legal relief, whether asserted as a cause of action, counterclaim, cross-claim, affirmative defense, or otherwise, and whether asserted on an individual basis or as putative representative of a class. You expressly acknowledge that this provision is an essential aspect of the bargain embodied by the Terms of Use. If a court decides that this “Waiver of Right to Jury Trial” subsection is not enforceable or is invalid, then this Section shall cease to have effect, however, the remaining portions of the Terms of Use will remain in full force and effect.

CLAIMS SUBJECT TO MANDATORY AND BINDING ARBITRATION. Subject to and without limiting the Governing Law and Forum Selection section, you expressly agree that any claim or cause of action that arises from, relates to, or has connection with the Sites and/or Services shall be adjudicated exclusively and finally by arbitration in Delaware administered by the American Arbitration Association. The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Except as required by applicable law, you knowingly, voluntarily, intelligently, and irrevocably waive any right to appeal from the arbitration award, including but not limited to any appeal from any judgment entered on the arbitration award or any order based thereupon. YOU EXPRESSLY AGREE THAT ANY CLAIM OR CAUSE OF ACTION THAT IS SUBJECT TO ARBITRATION UNDER THE TERMS OF USE MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER EXPRESSLY AGREE THAT THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If a court decides that this “Mandatory and Binding Arbitration” subsection is not enforceable or is invalid, then this Section shall cease to have effect, however, the remaining portions of the Terms of Use will remain in full force and effect.

ATTORNEY’S FEES If we takes action (by itself or through its representatives) to enforce any of the provisions of these Terms of Use, including collection of any amounts due hereunder, in addition to all sums to which it is entitled or any other relief, at law or in equity, we shall be entitled to recover from you and you agree to pay, reasonable and necessary attorney’s fees and all costs of any litigation or other dispute resolution proceeding.

HYPERLINKS TO EXTERNAL WEB SITES. We may provide links to external Web sites (“External Web Sites”). We provide these links to External Web Sites for your convenience only. We do not control such External Web Sites; therefore, we are not responsible for the content of any linked site or any link contained in a linked site. We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of External Web Sites. When you leave the Site, you should be aware that our Terms of Use and our Privacy Policy do not apply to your use of External Web Sites. You should review the applicable terms and policies, including privacy and data gathering practices, of any External Web Sites to which you navigate from the Site. Your use of and dealings with the owners or operators of these External Web Sites are at your own risk, and you agree not to make any claim against us arising out of your use of these External Web Sites.