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TERMS OF USE

Last Updated:  April 20 2023

This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button during the Registration to accept this Agreement, you represent that you are the age of majority and have the full legal authority to enter this agreement on behalf of the party identified in the registration process and, in that capacity, you acknowledge such party’s agreement to be bound by the terms and conditions set forth or referenced below. If you do not agree to these terms and conditions, do not register for the application or use the website.

This Terms of Use Agreement (the “Agreement”) apply to your use of the VirtuEd website (https://virtuedonline.com//) (“Site”) and online tutoring platform (“Platform”) (together with any associated software applications, database structures and queries, interfaces, tools, and the like), as revised, modified, and updated from time to time, and is between VirtuEd, Inc. (“VirtuEd,” “we,” “us,” and “our”) and the party (“you,” “your”) indicated during the account registration process (such process and the information provided during such process, as amended from time to time through your login to your account in the Site in accordance with this Agreement, the “Registration”).  The Registration and the terms of VirtuEd’s Privacy Policy are incorporated herein and made a part of this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING OR ACCESSING THE SITE OR PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LOCAL LAWS. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU SHALL NOT USE OR ACCESS THE SITE OR PLATFORM.

  1. Registration. You represent that the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information.
  2. Eligibility.
    • YOU MAY ONLY CREATE AND HOLD ONE ACCOUNT FOR THE PLATFORM AND OUR SERVICES FOR YOUR PERSONAL USE. YOU MUST BE AT LEAST 18 YEARS OLD TO USE OR ACCESS THE SITE AND PLATFORM. IF YOU ARE A MINOR IN THE JURISDICTION IN WHICH YOU RESIDE, YOU MUST HAVE THE PERMISSION OF, AND BE DIRECTLY SUPERVISED BY, YOUR PARENT OR LEGAL GUARDIAN TO USE OR ACCESS THE SITE AND THE PLATFORM, AND YOUR PARENT OR LEGAL GUARDIAN MUST READ AND AGREE TO THESE TERMS OF USE PRIOR TO YOUR USING THE SITE AND PLATFORM.
    • USE BY CHILDREN UNDER 13. THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT (“COPPA”) REQUIRES THAT ALL ONLINE SERVICE PROVIDERS, INCLUDING VIRTUED, OBTAIN PARENTAL CONSENT BEFORE KNOWINGLY COLLECTING PERSONALLY IDENTIFIABLE INFORMATION FROM CHILDREN UNDER THE AGE OF THIRTEEN (13). WE DO NOT KNOWINGLY COLLECT OR SOLICIT ANY PERSONALLY IDENTIFIABLE INFORMATION FROM CHILDREN UNDER THE AGE OF THIRTEEN (13), EXCEPT WITH THE APPROPRIATE CONSENT AS SET OUT HEREIN AND IN VIRTUED’S PRIVACY POLICY AND PARENTAL/LEGAL GUARDIAN NOTICE AND CONSENT. CHILDREN UNDER THE AGE OF THIRTEEN (13) ARE PROHIBITED FROM USING THE SITE OR THE PLATFORM, UNLESS THEY ARE DOING SO WITH PARENTAL CONSENT IN COMPLIANCE WITH COPPA. IF WE LEARN THAT WE HAVE COLLECTED PERSONAL INFORMATION FROM A PERSON UNDER THE AGE OF THIRTEEN (13) THAT DOES NOT COMPLY WITH COPPA, WE WILL DELETE THAT INFORMATION AS SOON AS REASONABLY PRACTICABLE. IF YOU BELIEVE THAT A CHILD UNDER THE AGE OF THIRTEEN (13) HAS PROVIDED PERSONALLY IDENTIFIABLE INFORMATION TO US WITHOUT THE NECESSARY CONSENT, PLEASE CONTACT US AS SOON AS POSSIBLE AT ____________________________.
  3. Site and Platform Ownership and Intellectual Property.
    • The Site and Platform as well as its contents, features, functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all information, products, and services offered by us to you in connection with the Site and Platform (collectively, the “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Site, the Platform, and the Content are the property of us and/or the applicable third-party licensors, and all right, title, and interest in and to the Site, the Platform, and the Content will remain with us or such third-party licensors. Our logos, page headers, custom graphics, and other icons are service marks, trademarks, registered service marks, or registered trademarks of us. All other products, names, and company logos mentioned on the Site, the Platform, or in the Content are trademarks of their respective owners. Any third-party code that may be incorporated in the Site or the Platform is covered by the applicable open source or third-party license, if any, authorizing use of such code.
    • Subject to the terms and conditions of this Agreement, VirtuEd grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Site and the Platform for your lawful, personal, informational, and other non-commercial use. You do not acquire ownership rights to the Site, the Platform, or any Content, other than those rights in the materials that you submit to us or otherwise enter through the Site or the Platform, if any, that you may have or any rights that we may specifically grant you in writing, such as the limited license to use the Site and the Platform, as further described herein. This Agreement does not grant you any right, title, interest, license (express or implied) to any patent, trademark, service mark, copyright, trade secret or other intellectual property right of VirtuEd or the respective intellectual property owners. You will abide by any and all additional copyright notices, information, or restrictions contained in the Site, the Platform, or any Content. VirtuEd reserves for itself and its licensors any rights not expressly granted in this Agreement.
    • VirtuEd respects the intellectual property of others, and we expect our users to do the same. If you believe any materials accessible on or from the Site or the Platform infringes your copyright, you may request removal of those materials (or access to them) from the Site and the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: VirtuEd, Inc. _________________________________Attn: DMCA Agent _______________. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. VirtuEd has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.
  4. Your Responsibilities and Restrictions.
    • To use the Site and the Platform, you must have a compatible device, and we do not warrant that the Site or the Platform will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Site and the Platform. Use of the Site and the Platform requires Internet access and/or mobile data, which may be subject to additional fees or charges. You will be responsible for all fees and charges incurred with respect to accessing to the Site and the Platform.
    • You shall maintain and cause to be maintained the strict confidentiality of your user ID and password. You may not provide your account information to anyone else or allow anyone else to login to the Site or the Platform using your account information. You may not permit any other individual or company to use, access, or view the Site or the Platform. You are responsible for all action conducted during a login to your account on the Site or the Platform, whether or not authorized by you. You agree to immediately notify VirtuEd of any unauthorized use of your account. If you are no longer authorized to have access to the Site or the Platform, you may not use the user ID and password.  Except as otherwise required by applicable law, VirtuEd shall have no obligation to monitor for or report any use or attempted use of your user ID.  VirtuEd reserves the right to refuse registration of or cancel passwords it deems inappropriate.
    • You shall not do, nor shall you authorize any person or entity to do, any of the following: (i) use the Site or the Platform for any purpose or in any manner not specifically authorized by this Agreement; (ii) make any copies or prints, or otherwise reproduce or print, any portion of the Site or the Platform, whether in printed or electronic format; (iii) distribute, republish, download, display, post, or transmit any portion of the Site or the Platform; (iv) create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble the Site or the Platform or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Site or the Platform, or any software, documentation or data related to the Site or the Platform; (v) modify, adapt, translate, or create derivative works from or based upon any part of the Site or the Platform, or combine or merge any part of the foregoing with or into any other software, document, or work; (vi) refer to or otherwise use any part of the Site or the Platform as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us; (vii) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the Site or the Platform, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (viii) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Site or the Platform made by you or on your behalf; (ix) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Site or the Platform without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (x) use the Site or the Platform to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this Agreement; (xi) use the Site or the Platform to store, receive, or distribute any information in violation of any applicable law or otherwise use the Site or the Platform to break or violate any applicable law, regulation, ordinance or guideline; (xii) diminish or infringe any intellectual property rights in and to the Site or the Platform or impair or interfere with any copyright protection mechanisms, copyright management information systems or digital identification devices employed in association with the foregoing; (xiii) cause the Site or the Platform to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (xiv); promote, condone, or incite violence, dangerous acts, discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic, or threaten, harass, or bully any person or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (xv) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (xvi) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (xvii) collect, store, receive, process, use, disclose, manipulate, track or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (xviii) use any device, software, methodology, or routine to interfere with or disrupt the Site or the Platform or the servers or networks connected to the Site or the Platform by trespass or burdening network capacity; (xix) harvest, access, or collect information about other VirtuEd users or customers; (xx) restrict or inhibit any other person from using the Site or the Platform, including without limitation by means of “hacking” or defacing any portion thereof; (xxi) “frame” or “mirror” any portion of the Site or the Platform including, but not limited to, any data or information contained therein; (xxii) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Site or the Platform; (xxiii) process data on behalf of any third party; or (xiv) attempt to do or assist any party in attempting to do any of the foregoing. Although VirtuEd has no obligation to monitor use of the Site or the Platform, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this Agreement.
    • You may suggest improvements and/or communicate to VirtuEd ideas, inventions, discoveries, or concepts (“Ideas”) during the Term of this Agreement, and you and us may discover or create the Ideas jointly. You agree that any such Idea shall be and remain solely the property of VirtuEd and/or its licensors and may be used and sold, licensed, or otherwise provided by VirtuEd and/or its licensors to third parties, or published or otherwise publicly disclosed, in VirtuEd’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to VirtuEd any and all of your right, title, and interest in and to any such Ideas.
    • The Site or Platform may allow you to rate and post reviews and further post other information on the Site or the Platform (collectively, “Feedback”). All Feedback is solely the responsibility of you and/or the person from whom such content originated. You hereby agree that through such Feedback, you will not impersonate any person, or submit any Feedback that is false, inaccurate, misleading, unlawful, or are otherwise in violation of your obligations under this Agreement. By posting any Feedback, you represent and warrant that you have the right to submit such Feedback, that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to submit the Feedback, or that you have express, verifiable permission from the author of the work prior to submitting the Feedback. If you submit such Feedback in any public area of the Site or the Platform, you also permit any user to access, display, and view such Feedback. You agree to evaluate and bear all risk associated with the use of the Feedback. Under no circumstances will you hold VirtuEd liable for such Feedback. You further acknowledge that VirtuEd has no affirmative obligation to screen, review, or pre-approve such Feedback, communications, or information in advance of said Feedback, communications, or information prior to your submission of such Feedback. Feedback is not endorsed by VirtuEd, and do not represent the views of VirtuEd or of any affiliate or partner of VirtuEd. VirtuEd does not assume liability for any Losses (as defined below) resulting from any Feedback. Any of the Feedback that we determine violate this Agreement may be removed or excluded by us without notice.
    • You acknowledge and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose. VirtuEd is not responsible for, and you hereby expressly release VirtuEd, its affiliates, and their respective directors, officers, employees, and agents from any and all liability for the action of any and all third parties on the Site or the Platform.
    • You agree that you will use the Site or the Platform only in a manner that complies with all applicable laws and that your use of the Site or the Platform is subject to all applicable laws and regulations. Neither the Site or the Platform may be exported or re-exported to certain countries, or those persons or entities prohibited from receiving exports from the United States. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
    • You agree to indemnify, defend, and hold harmless VirtuEd, its licensors, their affiliates, and their respective officers, directors, employees, and agents from any Loss arising out of or related to use of the Site or the Platform or any services received thereunder. This obligation will survive your use of the Site or the Platform and termination of this Agreement. For purposes of this Agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).
  5. Usage Data; Your Data; Communications.
    • VirtuEd shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Site or the Platform and related systems and technologies (“Usage Data”) in accordance with the Privacy Policy, and you acknowledge and agree that VirtuEd has and retains exclusive and valid ownership of all Usage Data in accordance with the terms and conditions of the Privacy Policy. VirtuEd will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site or the Platform and for other development, diagnostic and corrective purposes in connection with the Site or the Platform and other service offerings, (ii) disclose such data in aggregated or de-identified form in connection with its business, and (iii) otherwise use and disclose such data as permitted by applicable law and set forth in our Privacy Policy.
    • You grant to VirtuEd a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to, during and after the term hereof, use, copy, encode, store, archive, distribute, transmit, translate, render into an audible and/or visual format, publicly-display, publicly-perform, and create derivative works from any information, content, materials, or other data, including information provided during Registration and any reviews, ratings, comments, or other data or content that you provide to us via the Site or the Platform (collectively, “Data”): (i) to the extent necessary for VirtuEd to provide the Site or the Platform, perform our obligations under this Agreement, or perform our services; and (ii) in connection with the presentation, marketing, advertising, and/or promotion of the Site or the Platform or to attribute ratings or content to you; (iii) to compile analyses and statistical information from Data regarding usage or performance of the Site or the Platform, and user engagement; (iv) provide, monitor, correct, enhance, and improve the Site or the Platform and to perform services related thereto; (v) develop new products and accomplish other internal business purposes; (vi) de-identify Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data; (vii) aggregate Data with other data; (viii) in perpetuity to use, reproduce, prepare derivative works of, and distribute such aggregated or de-identified data for any lawful purpose and to grant sublicenses for the foregoing; and (ix) for any other purpose as set forth in the Privacy Policy. You represent and warrant that you own or have the legal right and authority and will continue to own or maintain the legal right and authority, to grant to VirtuEd the license set forth herein. You are responsible for all of your Data, and you represent and warrant that your Data will not violate the terms of this Agreement. If any of your Data violates this Agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (i) to change, delete or remove, in part or in full, any of your Data, (ii) to terminate or suspend access to the Site or the Platform, and/or (iii) to terminate or suspend your account, in each case, with or without notice. VirtuEd will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data. You shall indemnify, defend, and hold harmless VirtuEd, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties. VirtuEd will only use and disclose personal information as described in the Privacy Policy or required by law.
    • BY PROVIDING YOUR DATA VIA THE REGISTRATION, THE SITE AND THE PLATFORM, YOU AUTHORIZE VIRTUED, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, AND CONTRACTORS TO INITIATE ELECTRONIC COMMUNICATIONS BY E-MAIL, TELEPHONE CALLS TO NUMBERS (INCLUDING TO CELLULAR PHONE) THAT ARE PROVIDED THROUGH THE SITE OR THE PLATFORM OR AS PART OF THE REGISTRATION, TEXT MESSAGES (SMS OR MMS) TO CELLULAR PHONE NUMBERS THAT ARE PROVIDED THROUGH THE SITE OR THE PLATFORM OR AS PART OF THE REGISTRATION, AND THE SERVICES PROVIDED BY VIRTUED. YOUR TELEPHONE CARRIER MAY CHARGE FOR THESE INCOMING CALLS OR MESSAGES. YOU CONSENT TO SUCH COMMUNICATIONS, WHICH MAY OCCUR BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM. TELEPHONE CALLS MAY BE RECORDED. STANDARD DATA AND MESSAGE RATES MAY APPLY FOR SMS AND MMS ALERTS, WHETHER YOU SEND OR RECEIVE SUCH MESSAGES, AND YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH CHARGES. DO NOT SUBMIT YOUR INFORMATION IF YOU DO NOT CONSENT TO BEING CONTACTED BY TELEPHONE, TEXT, OR EMAIL.
    • If you have questions about the information presented on the Site or the Platform, please contact us using the information provided in “Contact Us” at the end of this Agreement.
  6. Privacy Policy. You acknowledge and agree that you have read and understood VirtuEd’s Privacy Policy, which is available at ______________________, and you consent to and authorize the processing, use, and disclosure of personal information as set forth therein.
  7. Security Measures.
    • VirtuEd will apply commercially reasonable measures to protect the security of nonpublic personal information and other data essential for use of the Site or the Platform, such as information you upload or enter when using the Site or the Platform. You shall protect the confidentiality and security of your credentials, and you shall not allow any person to have access to or to use your credentials.
    • VirtuEd is entitled (but not required) to apply security measures to protect the Site or the Platform and the Content, and VirtuEd may block users (or IP addresses) identified or suspected as being used to access the Site or the Platform (i) without authorization, (ii) for unlawful purposes or for purposes of disrupting, or (iii) in any manner that presents a risk of damaging the Site or the Platform.
    • You shall immediately notify VirtuEd of any activity on the Site or the Platform suspected as being for unlawful purposes including any activity liable to disrupt, gain unauthorized access to, or cause any damage to the Site or the Platform.
    • You shall immediately notify VirtuEd of any security breach involving the Site or the Platform of which you become aware, including any loss of nonpublic personal information and any incident where nonpublic personal information relating to you becomes available to unauthorized persons through the Site or the Platform.
  8. No Warranties; Risk Allocation; Limitation of Liability.
    • THE SITE, THE PLATFORM, AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE PLATFORM. VIRTUED, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY OR ORAL OR WRITTEN) WITH RESPECT TO THE SITE , THE PLATFORM, OR ANY PART OF EITHER THE SITE OR THE PLATFORM AND ANY SERVICES PROVIDED BY VIRTUED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY (INCLUDING, WITHOUT LIMITATION, AS TO THE SEQUENCE, COMPLETENESS, TIMELINESS, ADEQUACY, ACCURACY, QUALITY, TRUTH, AND/OR RELIABILITY OF THE INFORMATION), OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT VIRTUED KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. VIRTUED EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. VIRTUED DOES NOT WARRANT THAT THE SITE, THE PLATFORM, OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
    • VIRTUED MAKES NO WARRANTY THAT (i) THE SITE OR THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) THE SITE AND THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE. YOU WILL BE EXCLUSIVELY RESPONSIBLE AS BETWEEN THE PARTIES FOR, AND VIRTUED MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, (A) DETERMINING WHETHER THE SITE OR THE PLATFORM OR THE SERVICES PROVIDED IN CONNECTION THEREWITH WILL ACHIEVE THE RESULTS DESIRED BY YOU; (B) ENSURING THE ACCURACY OF ANY OF DATA CONTAINED ON EITHER THE SITE OR THE PLATFORM OR OTHERWISE PROVIDED BY VIRTUED; (C) SELECTING, PROCURING, INSTALLING, OPERATING, AND MAINTAINING THE TECHNICAL INFRASTRUCTURE (OTHER THAN WITH RESPECT TO THE HOSTING SERVICES) FOR YOUR ACCESS TO AND USE OF THE SITE OR THE PLATFORM; AND (D) DECISIONS MADE, ACTIONS TAKEN, AND RESULTS EXPERIENCED WITH RESPECT TO USE OF THE SITE OR THE PLATFORM.
    • DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, VIRTUED DOES NOT WARRANT THAT THE SITE, THE PLATFORM, OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH IT IS USED OR ACCESSED, WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK THAT RESULTS IN YOUR INABILITY TO USE THE SITE, THE PLATFORM, OR SERVICES OR THE UNAUTHORIZED ACCESS OR DISCLOSURE OR COMPROMISE OF YOUR INFORMATION.
    • VIRTUED CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE SITE OR THE PLATFORM OR FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET 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 THE SITE AND THE PLATFORM FOR ANY RECONSTRUCTION OF ANY LOST DATA.
    • VIRTUED DOES NOT WARRANT THE OPERATION OR AVAILABILITY OF THE SITE OR THE PLATFORM. HARDWARE OR SOFTWARE ISSUES MAY AT TIMES CAUSE THE SITE OR THE PLATFORM TO SLOW DOWN OR FAIL TO FUNCTION PROPERLY. VIRTUED IS NOT LIABLE FOR ANY CONSEQUENCES OF THE SITE OR THE PLATFORM NOT BEING FULLY OPERATIONAL OR AVAILABLE AND SHALL BE HELD HARMLESS FROM ANY CLAIMS OR DISPUTES ARISING FROM SUCH INOPERABILITY OR UNAVAILABILITY. YOU ACKNOWLEDGE THAT ANY DAMAGES RESULTING FROM LACK OF OPERABILITY OR AVAILABILITY ARE BORN SOLELY BY YOU
    • EXCLUSION OF CERTAIN DAMAGES. NEITHER VIRTUED NOR ITS LICENSORS OR VENDORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (v) COST OF REPLACEMENT GOODS OR SERVICES OR (vi) CLAIMS FROM THIRD PARTIES, IN EACH CASE REGARDLESS OF WHETHER VIRTUED WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
    • MAXIMUM AGGREGATE LIABILITY. IN NO EVENT SHALL VIRTUED’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SITE, THE PLATFORM, AND SERVICES PROVIDED IN CONNECTION THEREWITH), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $50. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
    • YOU ARE AWARE THAT THE USE OF THE SITE OR THE PLATFORM DOES NOT CONSTITUTE ANY FORM OF SPECIFIC ADVICE OR RECOMMENDATION BY VIRTUED REGARDING SPECIFIC TUTORING SERVICES. ANY ARRANGEMENTS BETWEEN YOU AND ANY THIRD PARTY TUTOR IS AN AGREEMENT BETWEEN YOU AND SUCH THIRD PARTY TUTOR AND IS MADE AT YOUR SOLE RISK AND RESPONSIBILITY. VIRTUED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY PAYMENTS MADE BETWEEN YOU AND ANY THIRD PARTY TUTOR DUE TO OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE PLATFORM. IN NO CIRCUMSTANCES SHALL VIRTUED BE DEEMED TO BE A PARTY OF ANY AGREEMENT OR CONTRACT MADE BETWEEN YOU AND ANY THIRD PARTY TUTOR AS A RESULT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE PLATFORM. FURTHER, VIRTUED SHALL NOT HAVE ANY LIABILITY FOR NEITHER THE APPLICABILITY OR SUSTAINABILITY OF ANY SUCH TERMS IN ANY AGREEMENTS, DOCUMENTS AND/OR INFORMATION IN DOCUMENTS GENERATED BY YOU IN ANY SITUATION AND/OR IN RELATION TO ANY JURISDICTION OR OTHERWISE, NOR IN ANY OTHER WAY IN RELATION TO DOCUMENTS, AGREEMENTS, CONTRACTS AND THE CONTENT OF SUCH AGREEMENTS, CONTRACTS AND DOCUMENTS AS GENERATED BY YOU IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE OR THE PLATFORM.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, VIRTUED SHALL NOT BE LIABLE FOR ANY LOSS ARISING OUT OF OR RELATING TO (A) A FAILURE OF YOU TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS AGREEMENT; (B) YOUR USE OF THE SITE OR THE PLATFORM; (C) YOUR RELIANCE ON THE SITE OR THE PLATFORM, OR YOUR DATA; (D) ANY ASPECT OF THE SITE OR THE PLATFORM THAT IS MODIFIED BY ANY PERSON OTHER THAN VIRTUED OR ITS AUTHORIZED CONTRACTORS OR REPRESENTATIVES; (E) MALFUNCTIONS OR OTHER EFFECTS OF PROBLEMS, DEFECTS, OR FAILURES OF SOFTWARE OR HARDWARE NOT PROVIDED BY VIRTUED; OR (F) ACTS OR OMISSIONS OF USER OR ANY THIRD PARTY.
    • YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE SITE OR THE PLATFORM.
    • RELEASE BY CALIFORNIA RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST VirtuEd.
    • THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  9. Not Intended for Users Outside The United States. The owner of the Site and the Platform is based in the State of Florida in the United States. The availability of products and services described on the Site or the Platform, as well as associated fees, charges, interest rates, and balance requirements may differ among geographic locations. We make no representation that either the Site or the Platform is appropriate or available for use outside of the United States, and, whenever possible, has prohibited the use of certain features by anyone located outside of these geographic locations. The information provided on the Site and the Platform is not intended for distribution to, or use by, any person or entity outside of the United States or in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us or our affiliates, employees, directors, officers or agents to any registration requirement within such jurisdiction or country. If you use or access the Site or the Platform outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as this Agreement.
  10. Indemnification. You shall defend, indemnify, and hold harmless VirtuEd, and its affiliates, and each of their respective managers, members, officers, employees, officers, directors and agents for all Losses arising from any claims, actions, demands, liabilities, damages, judgments, awards, losses, obligations, costs, expenses, or fees (including reasonable attorneys’ fees), arising out of or relating to (a) your use of the Site or the Platform or any of the services provided through the Site or the Platform; (b) any breach of this Agreement by you, (c) any violation of the rights of a third party, including any third party’s intellectual property rights, by you, or (d) otherwise in connection with your use of the Site or the Platform, including without limitation, claims by users, actions or demands alleging or resulting in your breach of the terms of this Agreement, actions involving your Data or other material you provide, and the use of your access credentials. VirtuEd shall provide notice to you promptly of any claim, suit, or proceeding. You shall cooperate as fully as reasonably required in the defense of any claim. VirtuEd reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without VirtuEd’s express written consent.  This defense and indemnification obligation will survive your use of the Site and the Platform and any termination of this Agreement.
  11. Links from the Site or the Platform; Third Parties.
    • The Site or the Platform may contain links to other Internet sites that our partners and other third parties. These links are provided for your convenience only. Your use of those sites is subject to the terms of use, if any, that each of those sites have posted. We have not reviewed all the sites linked to the Site or the Platform, and we are not responsible for any changes to or content on them. We have no control over the content of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site or the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Our inclusion of any content is not an endorsement of that material or linked site or the companies that own or operate the material or linked sites.
    • The Site or the Platform may also include content provided by third parties. All statements and/or opinions expressed in these materials, and all content other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
  12. Term and Termination. This Agreement is effective upon your acceptance of it in the course of the Registration (the “Effective Date”), and it shall continue in effect until terminated in accordance with this section (the “Term”). VirtuEd may terminate this Agreement and the license granted herein at any time with or without notice to you by disabling access to the Site or the Platform or closing your account. We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Site or the Platform, or portions thereof, including but not limited to the Site’s or the Platform’s respective features, look and feel, and functional elements and related services. Upon termination of this Agreement for any reason or no reason, your access rights will terminate, and you must immediately cease all use of the Site and the Platform. If your account is terminated for any or no reason, you will forfeit any pending, current, or future account credits or promotional offers, and any other forms of unredeemed value in or associated with your account.
  13. Payment and Cancellation of Service
    • Payment. Users who engage a tutor through the Platform pay the tutor for the tutoring services at the rate set forth by the tutor and using the third party payment processor provided through the Platform indicated during Registration or as subsequently established by access to your Registration through the Site or the Platform. You hereby grant authorization to VirtuEd’s third party payment-processor, Stripe, to charge your selected payment methods. If applicable, you authorize VirtuEd’s third-party payment processor to charge or debit automatically, using your selected payment method, all such amounts. The third-party payment processor shall charge, and you shall be responsible for, all taxes, tariffs, levies, or duties applicable to your payment, excluding taxes applied against VirtuEd’s net income. Unless otherwise expressly indicated at the time of purchase, all transactions listed through the Site or the Platform are denominated in U.S. dollars. You are responsible for: (a) the accuracy of all credit and debit card information or other payment method information that you provide to the third party payment processor; and (b) maintaining the confidentiality and security of your account information, including without limitation with respect to payment methods. You should not disclose your payment information to anyone. If your account information is lost or stolen, anyone who obtains possession of either could utilize the payment methods associated with your account. You are responsible for all transactions on your account, including unauthorized transactions. All transactions are void where prohibited by law.
    • Third-Party Processors. You acknowledge that VirtuEd does not store any credit card numbers or payment information, and instead, these are processed through third-party processors. By utilizing these payment processors to gain access to the subscription services on the Site or the Platform, you agree to indemnify VirtuEd and assume any and all risk or liability for the security of the payment details and agree to be bound by the third-party payment processor’s applicable terms and conditions of use.
  14. Other Provisions.
    • Nothing herein or in or through your use of the Site or the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship between you and VirtuEd.
    • This Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. You may not assign this agreement or any of the rights or licenses granted under this Agreement. Any attempted sublicense, transfer, or assignment in violation of this Agreement is void.
    • Except as otherwise expressly provided herein, this Agreement, together with any documents expressly referred to herein, including our Privacy Policy, constitutes the sole and entire agreement between you and use with respect to the Site or the Platform, and they supersede all previously written or oral agreements regarding the Site or the Platform or the Content. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. Each party represents and warrants that, in entering into and performing its obligations under this Agreement, it does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor on any course of dealing or custom and usage in the trade, except as such promise, inducement, or representation may be expressly set forth herein.
    • The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
    • We may modify this Agreement from time to time in our sole discretion. We will provide notice by, at a minimum, updating this posting. You are expected to carefully review this Agreement from time to time so you are aware of any changes. However, if we make material changes to this Agreement, we will notify you either through the email address you have provided us or by means of a prominent notice on the Site or the Platform before the change becomes effective. Any changes to this Agreement will be in effect as of the “Last Updated” date referenced at the top of this Agreement. Your continued use of the Site or the Platform constitutes your binding acceptance to this Agreement, including any changes or modifications that we may make. If any part of this Agreement or any future changes to this Agreement are not acceptable to you, you must not use or access the Site or the Platform.
    • If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected; (ii) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (iii) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (iv) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
    • You acknowledge that any breach, threatened or actual, of this Agreement would cause irreparable injury to VirtuEd not readily quantifiable as money damages, such that VirtuEd would not have an adequate remedy at law. You therefore agree that VirtuEd shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of your obligations, without the necessity of posting bond or other security.
    • This Agreement shall be construed and enforced in accordance with the laws of the state of Florida (other than its conflicts of law provisions), and the venue for any dispute shall be exclusively in the federal or state courts having jurisdiction in the County of Seminole, State of Florida. We reserve the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Site or the Platform from a particular account, device and/or IP address.
      • ALL PARTIES TO THIS AGREEMENT WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) shall be BINDING ARBITRATION administered by the American Arbitration Association (“AAA”), in accordance with the AAA Arbitration Rules then in effect before a single neutral arbitrator. The place of arbitration shall be in the County of Seminole, State of Florida. The arbitration proceeding shall be kept confidential by the parties, their representatives and the arbitrator, subject to the right of any Party to enforce the arbitral award. Each Party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. The arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall, within thirty (30) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision setting forth the findings of fact and conclusions of law on which the award is based, including the calculation of any damages awarded. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof.
      • In agreeing to the above arbitration provision, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and VirtuEd or its affiliates. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against VirtuEd may be commenced only in the federal or state courts located in the County of Seminole, State of Florida. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
    • VirtuEd shall not be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of it and not due to its own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.
    • Except as otherwise expressly provided herein, no modification or amendment to this Agreement will be valid or binding unless in writing and duly executed by the party or parties to be bound thereby including by clicking a button when presented to accept such amendment.
    • The covenants herein concerning indemnification, post-termination procedures, and any other provision that, by its nature, is intended to survive this agreement shall survive any termination or expiration of this Agreement.
    • The headings of the sections used in this agreement are included for convenience only and are not to be used in construing or interpreting this Agreement
  15. Contact Us. All feedback, comments, requests for technical support, and other communications relating to the Site or the Platform should be directed to:

      By Phone:        

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