These Outschool Terms of Service (“Terms”) are a binding legal agreement between you and Outschool, Inc. (“Outschool,” “we,” “us,” “our”) that govern the right to use the websites, applications, and other offerings from Outschool (collectively, the “Outschool Platform” or “Services”).
Please be advised: These Terms contain provisions that govern how claims between you and Outschool can be brought (SEE SECTION 12 (THE DISPUTE RESOLUTION BY BINDING ARBITRATION) BELOW). These provisions will, with limited exception, require you to: 1) waive your right to a jury trial, and 2) submit claims you have against Outschool to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and 3) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
When using certain aspects of the Services or using certain Services, you will be subject to additional terms applicable to such services that may be posted on the Services, including, without limitation, our Privacy Policy, Community Standards, Class Content Policy, Teacher Addendum, Outschool-Sponsor Promotion Terms and Help Center. All such terms are hereby incorporated by reference into these Terms.
We reserve the right to change or modify portions of these Terms and/or any Services at any time. If we believe the changes or modifications are material, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We may also notify you, either through the Services user interface, in an email notification or through other reasonable means. YOUR CONTINUED ACCESS TO THE SERVICES AFTER THE DATE OF ANY SUCH CHANGES TO THESE TERMS BECOMES EFFECTIVE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES OR THESE TERMS, YOU MUST CANCEL YOUR ACCOUNT AND STOP USING THE SERVICES.
For details of how Outschool processes and handles data, please see our Privacy Policy. For details of how Learners’ (as defined below) personal data is processed, please see our Children’s Privacy Notice. By using the Service, you consent to our collection and use of personal data as outlined therein.
1. Outschool Platform. The Outschool Platform is an online marketplace that enables individuals (“User”, “you”, or “your”) to publish, offer, search for, and purchase Classes or other offerings. A User who publishes and offers “Classes” is a “Teacher” and a User who searches for, purchases, or uses services is a “Parent.” A Parent makes purchases on behalf of a child who is between the ages of 3 to 18 years old (the “Learner”) and is the parent or legal guardian of said Learner. While as the provider of the Outschool Platform, Outschool (or its affiliates) does not own, create, sell, resell, control, offer or manage any Classes. You acknowledge and agree that: (a) Outschool is not a party to any agreements entered into between Teachers and Parents, (b) Outschool provides the Outschool Platform to facilitate the purchase, sale and provision of Classes, (c) Parents contract for Classes directly with Teachers, (d) Outschool is not a broker, agent (except serving as the limited agent of each Teacher for the purpose of collecting and accepting payments from a Parent on behalf of the Teacher for the class price set by the Teacher) or insurer, and (e) Outschool disclaims all liability for the conduct of Teachers, Parents, or any other Users of the Outschool Platform or Classes.
2. Access and Use of the Outschool Platform
a. Your Registration Obligations. The Outschool Platform may only be used by individuals who have created a User account with the right and authority to enter into these Terms who are legal age to form a binding contract to register for the Service (in many jurisdictions, this age is 18), and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Outschool Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Outschool. Each person may only create one User account, and Outschool reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Outschool programs and use of certain Services may be subject to additional eligibility requirements as determined by Outschool.
Notwithstanding the foregoing, if you are a Parent and create a user profile for your Learner(s), their use of the Outschool Platform is subject to the following requirements and restrictions: (a) you ensure that the Learner’s use of the Outschool Platform is limited solely to accessing and using Outschool Services, (b) you determine that the Outschool Services are suitable for the Learner, (c) you ensure that the Learner’s use of the Outschool Platform and applicable Services is done in compliance and acknowledgement of all applicable safety instructions and warnings in these Terms, including any supplemental terms, and (d) you explain the terms of this Agreement to the Learner.
By creating a user profile for your Learner, you hereby give permission and consent to these Terms on the Learner’s behalf, you expressly guarantee the Learner’s acceptance, and your own acceptance, of these Terms, and you shall assume any and all responsibility and liability for the Learner’s use of the Outschool Platform as provided by these Terms and any other applicable terms. You will be responsible for any breach of the above representations, warranties and/or these Terms, and/or any attempt of the Learner to disaffirm these Terms. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the Learner.
b. Member Account, Password and Security. You are solely responsible and liable for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Outschool of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Outschool will not be liable for any loss or damage arising from your failure to comply with this Section.
c. General Practices Regarding Use and Storage. You acknowledge that Outschool may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Outschool’s servers on your behalf. You agree that Outschool has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Outschool reserves the right to terminate accounts that are inactive for an extended period of time.
d. Class Recordings. Classes that take place through Outschool’s video chat platform are automatically recorded by Outschool (“Class Recordings”). Specifically, Class Recordings are made available to the Teacher providing the Class in question, in order to allow them to (a) provide a viewable copy to Learners, including Parents of such Learners, who are enrolled in the Class, and/or (b) review the Class, for their personal educational purposes. Please note that in some cases, Classes are taught by a Teacher that is actually an Educator Organization (as defined below), group, or team of instructors. In such cases, Class Recordings may be accessed by the organization, and access would not necessarily be limited to a single individual Teacher. In addition, Outschool may use Class Recordings to improve our Services, for customer support, and for compliance and legal purposes. Outschool retains Class Recordings for 90 days after the date of the applicable Class as subject to our Privacy Policy. Notwithstanding the foregoing, Outschool may also delete Class Recordings earlier than 90 days under the following circumstances: (i) upon the request of a Parent for the deletion of their Learner’s personally identifiable information, or (ii) upon the reasonable determination of Outschool that a Class Recording should be removed to protect the privacy of certain Users or because of violations of these Terms. Except as otherwise stated, we will not use Class Recordings containing images of you (or your Learner) for promotional or any other purposes without your express written consent. By using the Services, you consent to you and/or your Learner appearing in Class Recordings for the limited purposes set forth above.
e. Additional Services. Outschool may offer additional product, services, or features (each an “Additional Service”), from time to time, and may be subject to additional terms, conditions, fees, or guidelines (“Additional Service Terms”). Any Additional Service Terms will be made part of these Terms, provided that in the event of any conflict between such Additional Service Terms, these Terms, the Additional Service Terms shall control as it relates to the Additional Service. The Additional Service Terms can be found here.
f. Modifications to Service. Outschool is constantly developing new features to help improve the Services and your experience. As part of this continual improvement, Outschool may add or remove features and functionalities, increase or decrease limits to the Services, and start offering new Services or stop offering old ones. Outschool reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. If we make material changes that result in a substantial negative impact on your use of our services or if we stop offering a Service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. You agree that Outschool will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
g. Outschool Promotions. Outschool may offer trials, promotions or discounts (“Outschool Promotion(s)”), and all Outschool Promotions shall be subject to Outschool-Sponsored Promotion Terms. Please read the details of those offers carefully, as any additional terms presented during the signup or redemption process will form part of these Terms. Unless specified in writing, all discount offers that require payment are non-refundable. Any trial or other promotion must be used within the specified time frame, if applicable, of the trial or promotion as specified in writing, and at the end of that period of time, any ongoing subscriptions will automatically renew at the then-applicable full price, unless you cancel prior to renewal. Outschool reserves the right to determine your eligibility for a trial, promotion or discount, and, subject to applicable laws, to withdraw or to modify a trial, promotion or discount at any time without prior notice and with no liability, to the greatest extent permitted under the law. Any suspected or actual fraudulent behavior, including, but not limited to, in connection with a Promotion, by a User may result in suspension and/or removal from Outschool. Outschool is not responsible for special offers or promotions offered by Teachers.
3. Teachers Addendum
If you are a Teacher, the following Teacher Addendum applies to you, in addition to these Terms, when accessing and using the Services, including without limitation, your obligations as a Teacher and payment on Outschool.
For those independent organizations that have executed a separate agreement with Outschool (“Educator Organization”), the Teacher Addendum and any additional Educator Organization terms apply to you, in addition to these Terms, when accessing and using the Services, including without limitation, your obligations as a Teacher and payment on Outschool.
4. Payment Terms
a. General: When making a purchase on the Outschool Platform, you will see your total charges at the time of checkout which will include the purchase price and any other applicable fees and taxes (“Total Price”). All Total Price are payable in the currency specified on the Outschool Platform at the time of purchase. Applicable fees may include Outschool processing fees and applicable taxes (collectively, “Other Fees”), which you are solely responsible for paying. If a Parent disputes any charges you must let Outschool know within forty-eight (48) hours after the date that Outschool charges you. Outschool reserves the right to modify and/or change any additional fees that will be part of Other Fees that Outschool may charge Users, such as for maintenance purposes and/or Additional Services. See more about how to pay here: Pay for Classes policy.
b. Refunds. Your purchase may be eligible for refunds in certain circumstances. Details on how refunds work on Outschool is explained in the Class Cancellation Policy and Refund Eligibility Guidelines.
5. Conditions of Use
a. User Conduct. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service.
The technology and software underlying the Service or distributed in connection therewith are the property of Outschool, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Outschool.
The following are examples (and not an exhaustive list) of the kind of content and/or use that is illegal or prohibited by Outschool. Outschool reserves the right to investigate and take appropriate legal action against anyone who, in Outschool’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
i. email or otherwise upload any content that (1) infringes any intellectual property or other proprietary rights of any party; (2) you do not have a right to upload under any law or under contractual or fiduciary relationships; (3) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (4) poses or creates a privacy or security risk to any person; (5) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (6) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (7) in the sole judgment of Outschool, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Outschool or its users to any harm or liability of any type;
ii. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
iii. violate any applicable local, state, national or international law, or any regulations having the force of law;
iv. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
v. solicit personal information from anyone in violation of our Privacy Policy;
vi. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
vii. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
viii. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
ix. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service;
x. engage in or use any data mining, robots, scraping or similar data gathering or extraction methods;
xi. to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address) if you are blocked by Outschool from accessing the Service (including by blocking your IP address); or
xii. use the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
b. Special Notice for International Use; Export Controls. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
c. Commercial Use. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
6. Intellectual Property Rights
a. Service Content. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws is property of Outschool, our affiliates and our partners. Except as expressly authorized by Outschool, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. For the sake of clarity, you acknowledge and agree that Class Recordings constitute Service Content, not User Content.
b. Outschool Trademarks. The Outschool name and logos are trademarks and service marks of Outschool (collectively the “Outschool Trademarks”). Other product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Outschool. You should not interpret anything in these Terms or the Service to mean that Outschool is in any way explicitly or implicitly giving you any license or right to use any of Outschool Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Outschool Trademarks is only for Outschool’s exclusive benefit.
c. Third Party Material. Under no circumstances will Outschool be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Outschool may, but is not required to, pre-screen content, and Outschool and its designees will have the right (but not the obligation) to refuse or remove any content that is available via the Service. Without limiting the foregoing, Outschool and its designees will have the right to remove any content that violates these Terms or is deemed by Outschool to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
d. User Content Transmitted Through the Service. With respect to the content or other materials you upload through the Service or share with other Users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You shall retain any intellectual property rights that you hold in your User Content, and Outschool does not claim any ownership (copyright, trademark, or otherwise) over your User Content.
By submitting, posting or otherwise uploading User Content on or through the Services you grant Outschool a worldwide, nonexclusive, perpetual, irrevocable, fully sub-licensable, royalty-free right and license as set below:
i. with respect to User Content that you submit, post or otherwise make publicly or generally available via the Service (e.g. Class listings, public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose; and
ii. with respect to User Content that you submit, post or otherwise transmit privately via the Services (e.g. via private lessons or messages with other Users), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content for the sole purpose of enabling Outschool to provide you with the Services, and/or for legal and compliance purposes.
In addition, you agree not to assert any moral rights or rights of publicity against Outschool for using Your User Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your User Content contains any personal information.
e. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Outschool are non-confidential and Outschool will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
f. You acknowledge and agree that Outschool may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Outschool, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (v) transmissions over various networks; and (vi) changes to conform and adapt to technical requirements of connecting networks or devices.
g. Copyright Complaints: Outschool respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Outschool of your infringement claim in accordance with the procedure set forth below.
Outschool will process notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Outschool’s Copyright Agent at support@outschool.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: Outschool, Inc., 2261 Market Street, #4545, San Francisco, CA 94114, USA.
To be processed, the notification must be in writing and contain the following information:
a description and proof of ownership of the copyright or other intellectual property interest, including but not limited to the registration number and certificate, where applicable;
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed including a specific link to the alleged infringed content;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Each notice shall be limited to no more than ten individual claims. If said notice includes more than the max number of claims, Outschool will only address the first ten in such notice.
7. Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Outschool has no control over such sites and resources and Outschool is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Outschool will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. The third parties may require you to accept their own terms of use. Outschool is not a party to those agreements; they are solely between you and the third party. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Outschool is not liable for any loss or claim that you may have against any such third party.
8. Social Networking Services
You may enable or log in to the Service via various online third party services, such as social media and social networking services like Facebook or Google (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Outschool’s use, storage and disclosure of information related to you and your use of such services within Outschool (including, but not limited to, your friend lists), please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Outschool shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.
In addition, Outschool is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Outschool is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Outschool enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
9. Indemnity and Release
You agree to release, indemnify and hold Outschool and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of or connection to the Service, any User Content, and/or your violation of these Terms or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
10. Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OUTSCHOOL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
OUTSCHOOL MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU ACKNOWLEDGE AND AGREE THAT ANY CRIMINAL BACKGROUND CHECKS CONDUCTED BY OUTSCHOOL ON TEACHERS ARE SOLELY FOR ITS OWN BENEFIT. OUTSCHOOL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS ON THE OUTSCHOOL PLATFORM OR SERVICE.
There are risks that you assume when dealing with other Users (including those who may be acting under false pretenses). While Outschool strives to provide a safe and welcoming environment for its Users, you agree that all of these risks are ultimately borne by you, and not Outschool. Outschool does not control the behavior of Users or the quality of the Classes. As a result, the Classes are offered and sold by independent Teachers or Educator Organizations, Outschool cannot guarantee the authenticity, safety, legality, or appropriateness of the Classes. Any legal claim related to a Class you purchase must be brought directly against the Teacher who offered the Class. You release Outschool from any claims related to Classes offered through the Services.
11. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OUTSCHOOL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OUTSCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL OUTSCHOOL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID OUTSCHOOL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
12. Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS
Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Outschool, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Outschool are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND OUTSCHOOL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS AGREED TO BY OUTSCHOOL, THE ARBITRATOR MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE FOREGOING, ONE (1) ARBITRATOR MAY BE APPOINTED TO OVERSEE CONSOLIDATED CLAIMS BROUGHT BY MORE THAN ONE PERSON OR PARTY. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). To the extent that the dispute involves both timely filed class or representative claims and individual claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such class or representative claims. If any provision of this Prohibition of Class and Representative Actions and Non-Individualized Relief section is found to be void, unenforceable, or unlawful for any reason, then (a) the unenforceable provision shall be severed from the agreement, (b) the remaining provisions in this Arbitration Agreement remain in full force and effect, and (c) the class or representative claims may be litigated in a civil court of competent jurisdiction. Nothing in this Paragraph or in this Arbitration Agreement more generally is intended to waive non-waivable rights under the Private Attorneys General Act, Cal. Lab. Code § 2698 et seq.
Pre-Arbitration Dispute Resolution: Outschool is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@outschool.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Outschool should be sent to Outschool, Inc., 2261 Market Street, #4545, San Francisco, CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Outschool and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Outschool may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Outschool or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Outschool is entitled.
Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org/. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Outschool and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Outschool agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.
Opt out: You have a limited right to opt out of this Arbitration Agreement (excluding choice of governing law and forum as specified in the General section below). Specifically, if you are a new user of our Services, you can opt out of this Arbitration Agreement within 30 days after you first accept the Terms during the account creation process. To opt out, you must send a timely email to arbitration@outschool.com with your name, the email address for your account, and your username, and a request to opt out of arbitration. If you validly opt out, neither Outschool nor you will be required to arbitrate as a result of this (or any prior version of the) Arbitration Agreement, but the Terms (and any other agreements between us) will otherwise apply to you. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
Future Changes to Arbitration Agreement: Notwithstanding any provision in this Terms to the contrary, Outschool agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Outschool written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
13. Termination
a. Termination. The relationship between Outschool and User may be terminated: (i) by User, without cause, upon seven (7) days’ prior written notice to Outschool; or (ii) by either party immediately, without notice, upon the other party’s material breach of this Agreement, including but not limited to any breach of Section 4 (Payment Terms) and Section 5 (Conditions of Use). In addition, Outschool may terminate this Agreement or deactivate your User account or cease offering or deny access to the Outschool Platform or any portion thereof immediately in the event: (1) you are no longer eligible to qualify as a User; (2) Outschool has the good faith belief that such action is necessary to protect the safety of the Outschool community or third parties; or (3) there is suspected fraudulent, abusive or illegal activity, which Outschool may be referred to appropriate law enforcement authorities.
b. Effects of Termination. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and you acknowledge and agree that Outschool may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Terminating your account may not affect the availability of some of Your Content that you posted through the Services prior to termination, and you will still have to pay any outstanding fees you owed through the Services. Further, you agree that Outschool will not be liable to you or any third party for any termination of your access to the Service.
c. Discontinued Services: Outschool may also in its sole discretion and at any time change, suspend or discontinue any of the Service, or any part thereof, to you, any or all users, at any time, for any reason, including those laid out in these Terms, with or without notice. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
d. Survival: The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
14. User Disputes
You agree that you are solely responsible for your interactions with any other User in connection with the Service and Outschool will have no liability or responsibility with respect thereto.
Outschool reserves the right, but has no obligation, to become involved in any way it deems necessary with disputes between you and any other User of the Service.
15. Communications
Notices to you may be made via either email or regular mail. You consent to receive communications from Outschool electronically, which may include email, text, in-app push notices, or by posting notices and messages on Outschool. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By creating an Account and providing a telephone number to Outschool, you agree that Outschool may contact you at the number you provide, potentially using any automated technology (including text (SMS) messages or a pre-recorded message). You may opt-out of receiving text (SMS) messages at any time by updating your preferences in your account settings page or the prompts in the SMS/text.
16. Learner Safety
Under applicable federal and state laws, Teachers are required to report to local authorities of any suspected case of child abuse or neglect they become aware of during their work with Outschool students. Consistent with the Federal Child Abuse Prevention and Treatment Act (CAPTA) (42 U.S.C.A. § 5106g), “abuse or neglect” as: “any recent act or failure to act on the part of a parent or caretaker, which results in death, serious physical or emotional harm, sexual abuse or exploitation”; or “an act or failure to act which presents an imminent risk of serious harm.” To assist in Teacher’s compliance with the foregoing laws, Parents acknowledge and agree that Outschool may provide Teachers the required information regarding the Parent and Learner to fulfill a Teacher’s reporting duties to local authorities. In addition, Outschool itself may report instances of suspected abuse or neglect as it deems appropriate.
17. General
a. These Terms constitute the entire agreement between you and Outschool and govern your use of the Service, superseding any prior agreements between you and Outschool with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.
b. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Outschool agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.
c. The failure of Outschool to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
d. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
e. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
f. A printed version of this agreement and of any notice given in electronic form will 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.
g. You may not assign these Terms and/or your Account without the prior written consent of Outschool, but Outschool may assign or transfer these Terms, in whole or in part, without restriction.
h. The section titles in these Terms are for convenience only and have no legal or contractual effect.
18. Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Outschool, Inc., 2261 Market Street, #4545, San Francisco, CA 94114 or by telephone at (415) 968-1685.
