Iducator Terms of Use

Last Updated: November 7th, 2018

 

SCHOOL TERMS OF USE

 

Welcome to the Iducator website (“Site”), mobile application (“App”), and the services available through the Site and App (collectively, “Services”). These School Terms of Use (“Terms”) sets forth the agreement between Iducator, LLC, its parent, subsidiaries and other affiliated companies (collectively, "Iducator" or "we") and each user ("you" or "user") governing the use by you of the Services. Please read these Terms carefully before using the Services. Iducator provides a platform where schools can create job requests for substitute teachers and teachers can accept and manage such job at their own discretion. By using the Site, App and Services, you agree to be bound by these Terms. If you do not agree to the terms and conditions contained herein, you may not access or otherwise use the Services.

 

These Terms may change from time to time. We will notify you of any material changes to these Terms by posting a notice on the homepage of the App and Site for a reasonable period of time after such changes are made, email you notice of such changes to the email address on file through your registration and by changing the "Last Updated" date at the top of this webpage. We encourage you to check this page periodically for any changes. Your continued use of the App and/or Site following the posting of changes to these Terms will mean you accept those changes.

 

In addition, when using particular services or features, you shall be subject to any posted guidelines or policies applicable to such services, features or purchases that may be posted from time to time. The School Privacy Policy and all such guidelines or policies are hereby incorporated by reference into these Terms.

 

COPYRIGHTS AND TRADEMARKS:

Unless otherwise noted all materials, including images, illustrations, designs, coding, software, icons, photographs, sounds, video clips, written, and other materials that appear as part of the Services are copyrights, patents, trademarks, trade dress and/or other forms of intellectual property owned, controlled, and/or used under license or with other legal authority by IDUCATOR. The Services as a whole are protected by copyright and trade dress, all worldwide rights, titles and interest in and to which are owned by IDUCATOR.

The material and content accessible from this App, Site, and any other website or mobile application owned, operated, licensed, or otherwise controlled by IDUCATOR is the proprietary information of IDUCATOR or the party that provided or licensed the content to IDUCATOR, whereby such providing party retains all rights, title and interest in the content. Accordingly, the content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of IDUCATOR. Modification or use of the content except as expressly provided in these Terms violates IDUCATOR’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site or App.

Content License. As part of the Services, we may, in our sole discretion, permit you to post, upload, publish, submit or transmit certain content (“Your Materials”). We may also post a photograph, logo, or other trademarked or copyrighted materials of your company or school (“Your Image”). By making available any of Your Materials on or through the Services or if we make available Your Image on or through the Services, you (i) hereby grant to Iducator the right to use Your Materials and Your Image as necessary to provide the Services, promote the Services and improve the Services, and (ii) waive any and all moral rights that you may have in and to Your Materials and Your Image with respect to these uses. Iducator does not claim any ownership rights in any of Your Materials and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any of Your Materials. If you do not want to grant us permission to use Your Material or Your Image in accordance with these Terms, please do not post, upload, publish, submit or transmit Your Materials or Your Image.

Copyright Policy. You acknowledge and agree that you are solely responsible for all of Your Materials that you make available through the Services. You represent and warrant that: (1) you either are the sole and exclusive owner of all of Your Materials that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Iducator the rights in Your Materials, as contemplated under these Terms; and (2) neither Your Materials nor your posting, uploading, publication, submission or transmittal of Your Materials or Iducator’s of Your Materials or Your Image (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate any patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

OPTIONAL TOOLS:

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools, “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Site or App, or as a function of the Service, is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the App or Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

NATURE OF SERVICES:

School users may have the ability to access additional paid features of the Services in the future. Once paid features become available, Iducator shall notify all users of the updated Terms and School Privacy Policy and inclusion of various paid features of the Services. Iducator may also make current free features, paid features in the future as well. We reserve the right to make these changes and charge for any or all features at any point.

TEACHER SCREENING:

As a school user, Iducator will provide teacher screening on your behalf. Iducator has the authority and reserves the right to determine and modify eligibility of teachers based on the type of teaching service you request (e.g., Teaching Aide, Assistant Teacher, Teacher, Master Teacher). You are responsible for reviewing the teacher qualification and select the teacher you deem fit for your job request.

USER ACCOUNTS:

When you register on the Site or App, you are required to create an account (“Account”) by entering your school name and address, email address, phone number and certain other information collected by Iducator as outlined in the School Privacy Policy (collectively “Account Information”). You agree that the Account Information that you provide to us at all times, including during registration and any other information you upload to your Account and the Services will be true, accurate, current, and complete. You agree to promptly update any outdated business information on the Services. You may not transfer or share your Account password with anyone, or create more than one Account. You shall be solely responsible for any and all uses on the Site or App under your Account and for maintaining confidentiality of your username and password. Iducator reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Services and your Account Information. In no event and under no circumstances shall Iducator be held liable to you for any liabilities or damages resulting from or arising out of your use of the Services, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else’s account at any time.

ACCOUNT CONTENT:

This content includes all messages, profile information, job requests and requirements and all other materials posted on the Site or App. You hereby grant all other users and Iducator a nonexclusive right to post, display and copy all publicly available content in connection with your operation of the Site or App. You are also deemed to authorize other users and Iducator to disclose your personal data when you include such personal data in the public content.

 

You warrant that all content is true and correct, does not infringe on any third parties’ intellectual property rights, is not unlawful, obscene, defamatory, libelous, threatening, harassing or offensive, does not contain viruses or malware, does not interfere with or disrupt the integrity or performance of the Site and shall not be used for criminal purposes.

 

AGE RESTRICTIONS:

The Services are offered and available to users who are 18 years of age or older, worldwide. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Iducator and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

CHARGES:

As a school user, you agree to pay the amounts charged for your use of the Iducator Services (“Charges”). Charges include Teaching fee and other applicable fees, surcharges, and taxes as set forth on your market’s Iducator pricing page. Iducator has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s Iducator pricing page. Pricing may vary based on the type of teaching service you request (e.g., Teaching Aide, Assistant Teacher, Teacher, Master Teacher) as described on your market’s Iducator Pricing page. You are responsible for reviewing the applicable Iducator Pricing page and shall be responsible for all Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.

Timesheet Policy. School Charges are based on the approved hours in submitted timesheet, after such timesheet has been approved by the school user. A teacher submitted timesheet will automatically be approved one week after its submission if no action taken by school user. School can reject the timesheet and ask teacher for correction if an error has occurred. If school and teacher have a dispute over the submitted timesheet, Iducator reserves the right to approve or reject the timesheet within its sole discretion. 

Service Fee. Iducator may assess a per-service “Service Fee” to support the Site, App, Services and related services provided to you by Iducator. The amount of the Service Fee may vary but shall be retained by Iducator in its entirety.

Cancellation Fee. After requesting a teacher, you may cancel, but note that in certain cases a cancellation fee may apply. Cancellation is free with 24 hours notice to Iducator. A two-hour charge may apply for cancelling within 24 hours (This fee could be reduced or waived with consent from the confirmed teacher). Collected cancellation fees from school will be passed in their entirety to the teacher who had accepted school's job request.

Recruiting Fee. If an Iducator substitute teacher is being hired directly as a employee by you, you agree to notify Iducator and pay a “Recruiting Fee” to compensate Iducator's cost on recruiting that teacher as its substitute, towards recruiting replacement substitute teacher.  If the direct hired teacher from Iducator leaves the job within 3 months, your next direct hire from Iducator's Recruiting Fee is waived.

Late Fee. Any fees not received within ten (10) days of the timesheet being received shall be charged at an interest rate of 2% per month, or the highest amount allowed at law, until the unpaid fees are received in full.

Damage Fee. If you report that a teacher has materially damaged the school's property, you shall receive a “Damage Fee” based on the extent of the damage (as determined by Iducator in its sole discretion), towards property repair or cleaning. Iducator reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee. Collected Damage Fees will be passed in their entirety to you.

No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, any disruption to the Services, or any other reason whatsoever.

Credits and Discounts. School users may receive credits ("Iducator Credits") or discounts ("Discounts") that School can apply toward payment of certain Charges upon completion of an accepted job request. Iducator Credits and Discounts are only valid for use through the Services, and are not transferable or redeemable for cash except as required by law. Iducator Credits and Discounts cannot be combined, and if the cost of your Teaching Service exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Service. Discounts only apply to the base charge, not the Service Fee or other charges. Additional restrictions on Iducator Credits and Discounts may apply as communicated to you in a relevant promotion or by clicking on the relevant Iducator Credit or Discount within the Payments section of the App or Site.

 

TERMINATION:

You may deactivate or remove your Account at any time for any reason by using the deactivate or delete Account function direct through the App or Site. Please allow up to seven (7) days for Iducator to deactivate and remove your account. Iducator may choose to suspend or terminate your use of the Services and/or your Account for any reason at any time. Upon termination, your Account shall be deactivated and you will not be able to continue to use the Services. Subject to applicable law, Iducator reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Iducator will have no further obligation to provide any services, except to the extent we are obligated to provide you access to your company records (if applicable).

 

SCHOOL USER REPRESENTATIONS AND WARRANTIES:

You have all appropriate licenses, approvals and authority to provide teaching to schools in all jurisdictions in which you accept job postings.

You understand that the supervision of the assigned Iducator teacher for the agreed upon duties is solely your responsibility. You further agree to provide any general or specific safety information and training necessary to perform the assignment. You agree not to ask any Iducator teacher to lift weight exceeding forty-five (45) pounds. Furthermore, you shall not entrust Iducator teachers with unattended premises, cash, negotiables and/or other valuables; or authorize such teachers to operate any motor vehicles.

You will not make any misrepresentation regarding Iducator, the Services or your status as a school user per the Privacy Policy and these Terms.

You will not attempt to defraud Iducator or any other user on the Iducator through the Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fees or other payments for the service in question.

ACCEPTABLE USE:

As a condition of use, you promise not to use the Services, specifically the user to user message feature (“Communication Services”), for any purpose that is unlawful or prohibited by these Terms, or any other purpose not intended by Iducator. We allow you to contact the teacher users for the purpose of providing necessary details about a job posting you have submitted. Including the following, but not limited to, you agree not to use the Services or the Communication Services for any of the following purposes:

 

1)    To abuse, harass, threaten, impersonate or intimidate any person;

2)    To violate these Terms;

3)    To circumvent the Services as provided by Iducator or receive Iducator trade secret or other confidential information;

4)    To breach any other agreements you enter into with third parties;

5)    To post or transmit, or cause to be posted or transmitted, any visual content or communications that are libelous, defamatory, obscene, pornographic, abusive, offensive, profane or that infringes any copyright or other right of any person;

6)    For any purpose that is not permitted under the laws of the jurisdiction where you are accessing the Services;

7)    To post or transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account or private information from any other user on the Services;

8)    To create or transmit unwanted ‘spam’ to any person or any URL;

9)    To post copyrighted content that does not belong to you;

10) You agree not to use any robot, spider, scraper or other automated means to access or use the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures we may use to prevent or restrict Services access;

11) To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; or

12) To advocate encourage, or assist any third party in doing any of the foregoing

 

We are not liable for any content or communications posted or transmitted through the Services by another user. To report a suspected abuse of the Services or a breach of the Terms please send written notice to Iducator by email to: admin@iducator.com. You are solely responsible for your interactions with other users of the Services. Iducator has no obligation to monitor disputes between you and other users.

USE OF COMMUNICATION SERVICES:

Iducator has no obligation to monitor the Communication Services. However, Iducator reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Iducator reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Iducator reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Iducator's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Iducator does not control or endorse the content, messages or information found in any Communication Service and, therefore, Iducator specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Users and hosts are not authorized Iducator spokespersons, and their views do not necessarily reflect those of Iducator.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Notice and Take Down:

If you believe your copyright-protected work was posted on Iducator without authorization, you may submit a copyright infringement notification. These requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. The fastest and easiest way to notify Iducator of alleged copyright infringement is via e-mail at: admin@iducator.com

DMCA Notice

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our us with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

·     An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests

·     A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address or item number) of the location where the copyrighted work exists or a copy of the copyrighted work

·     Identification of the URL or other specific location on the Service where the material that you claim is infringing is located

·     Your address, telephone number, and email address

·     A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

FORCE MAJUERE:

In case of force majeure, we are not obliged to fulfil our obligations. In that case we may either suspend our Services for the duration of the state of force majeure or definitely repudiate the Terms and any other agreements incorporated by reference.

Events of force majeure are all circumstances external to our will and control that render the respect of our obligations completely or partly impossible. Such events include, but are not limited to, strikes, fire, disruption of energy supplies or telecommunication networks or communication systems and/or the temporary down-time of the App or Site, or the unavailability of the Services.

INDEMNIFICATION:

You agree to indemnify, defend and hold harmless Iducator and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim, actions, demands, liabilities and settlements, including but not limited to, reasonable attorneys’ fees costs, and accounting fees, , made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, your negligence or your violation of any law or the rights of a third-party.

DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY:

You expressly agree that use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. Iducator expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data and system integration. You acknowledge and agree that no teacher users are or will ever be affiliated with Iducator and Iducator has no control over and does not guarantee the quality of any work provided. Iducator is strictly a technology platform and infrastructure for connecting schools and independent contractor teachers in our Iducator network.

Iducator does not assume any responsibility nor warrants the services provided by any teacher user found through the Services. All information of the services advertised on the Services has been built and published by the user which is offering their services. Consequently, Iducator cannot guarantee the quality of the same, as well as the veracity of the images and/or descriptions published by the teacher users. However, if we are made aware of any inappropriate listings or behavior by a user, we may elect to remove such offering and/or terminate their account. 

The transaction takes places and is decided exclusively between the school and teacher, and Iducator only provides use of the Services for advertising and networking purposes. Any claim or dispute that may arise between school and teacher users must be settled solely between them, and all users agree to hold Iducator harmless.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IDUCATOR OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

You understand that we cannot and do not guarantee or warrant that any aspect of the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our App and Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY PRODUCTS OR SERVICES LINKED TO THEM.

Iducator insurance does not cover loss or damage caused by Iducator teacher operating any school user owned or leased motor vehicle. Therefore, you accept full responsibility for claims, including the defense thereof, involving bodily injury, property damage, fire, theft, collision or public liability damage sustained or incurred as a result of Iducator teachers driving such vehicle(s), or arising out of or involving violation by you or of the statement above.

GEOGRAPHICAL USE:

Although this App and Site may be accessible worldwide, we make no representation that materials on this Site or the services provided through this App or Site are appropriate or available for use in locations outside the United States of America. We make no claims that the Site, App or any of the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

INTERPRETATION :

In the event any claim is made by either Party, relating to any conflict, omission or ambiguity in these Terms, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that these Terms was prepared by or at the request of a particular party or their counsel.

MEDIATION:

In the event of any dispute between you and Iducator, each party hereby agrees that, prior to commencing arbitration; they shall submit each such dispute to a mediator, agreeable to both parties, for non-binding mediation and make a good-faith attempt to resolve such dispute.

ARBITRATION:

Any controversy or claim arising out of, or relating to, these Terms or the breach thereof, shall be settled by arbitration, in accordance with the laws of the State of California, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any Santa Clara County Court. Any award concurred in by a majority of the arbitrators or rendered by the sole arbitrator (as the case may be) shall be binding and conclusive on the parties; and a judgment thereon may be entered in the highest court of the forum having jurisdiction thereof.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Iducator in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND IDUCATOR WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

ATTORNEY FEES :

In the event that any dispute between you and us should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses. In addition to the foregoing award of attorneys’ fees, the prevailing party shall be entitled to its attorneys’ fees incurred in any post judgment proceedings to enforce any such judgment.

SEVERABILITY:

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

AGREEMENT SHALL BE BINDING:

These Terms shall be binding upon, and inure to the benefit of, the heirs, executors, administrators, successors and assigns of the parties [unless to the contrary specifically provided in any particular covenant, term or condition hereof].

ASSIGNMENT:

You shall not have the right to assign these Terms, any documents incorporated by reference or any part of the results and proceeds to any third party. Iducator may assign these Terms at their sole discretion to any other party.

WAIVER AND ENTIRE AGREEMENT:

The waiver by Iducator of any breach or default shall not be deemed to constitute a waiver of any other or succeeding breach or default.  The failure of Iducator to enforce or exercise any of the provisions hereof shall not be construed to be a waiver of the right of Iducator thereafter to enforce such provisions.

These Terms and any policies or operating rules posted by us on the Site and App, or in respect to the Site or App constitute the entire agreement and understanding between you and us and govern your use of the Site and App, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

GOVERNING LAW AND JURISDICTION:

These Terms and any separate agreements whereby we provide you services shall be governed by the laws of the State of California. The parties agree exclusive jurisdiction shall be in Santa Clara County, California for any and all issues arising out of the Terms or any related documents or transactions.

CONTACT INFORMATION:

Iducator, LLC

4285 Payne Avenue #701068

San Jose, CA 95117

(admin@iducator.com)

 

Teacher Terms OF USE

 

General:

By accessing or signing up for the Iducator LLC Membership (“Membership”) or by selecting I accept during the Membership registration, you represent that you have read, understand and agree to be bound by these additional terms and conditions of these Teacher Terms of Use (“Teacher Terms”). The Iducator Privacy Policy are incorporated by reference into these Teacher Terms.

Nature of Services:

The Iducator LLC (“Iducator”) mobile application (“App”) and Site is a platform where teachers who work in early childhood education can accept job request and be matched with school users who operate kindergartens or preschools, childcare centers and home childcare facilities that need short term teaching services. However, Iducator does not guarantee the procurement of any employment or contract hiring through the use of the App or Services. Any decision by a user to offer or accept services is a decision made in such user’s sole discretion. Each job request accepted shall constitute a separate agreement between the users.

Scope of License:

These Teacher Terms grant to you for the App a limited, worldwide, perpetual, non-transferable license to use the App on any IOS or Android mobile device. The Teacher Terms do not allow you to use the App on any mobile device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App). Any attempt to do so is a violation of the rights of Iducator and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The Teacher Terms will govern any upgrades provided by Iducator that replace and/or supplement the original App, unless such upgrade is accompanied by separate terms of use in which case those terms of use of use will govern.

COPYRIGHTS AND TRADEMARKS:

Unless otherwise noted all materials, including images, illustrations, designs, coding, software, icons, photographs, sounds, video clips, written, and other materials that appear as part of the Services are copyrights, patents, trademarks, trade dress and/or other forms of intellectual property owned, controlled, and/or used under license or with other legal authority by Iducator. The Services as a whole are protected by copyright and trade dress, all worldwide rights, titles and interest in and to which are owned by Iducator.

The material and content accessible from this App, Site, and any other website or mobile application owned, operated, licensed, or otherwise controlled by Iducator is the proprietary information of Iducator or the party that provided or licensed the content to Iducator, whereby such providing party retains all rights, title and interest in the content. Accordingly, the content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Iducator. Modification or use of the content except as expressly provided in these Teacher Terms violates Iducator’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site or App.

Content License. As part of the Services, we may, in our sole discretion, permit you to post, upload, publish, submit or transmit certain content (“Your Materials”). We may also post a photograph, logo, or other trademarked or copyrighted materials of your company or school (“Your Image”). By making available any of Your Materials on or through the Services or if we make available Your Image on or through the Services, you (i) hereby grant to Iducator the right to use Your Materials and Your Image as necessary to provide the Services, promote the Services and improve the Services, and (ii) waive any and all moral rights that you may have in and to Your Materials and Your Image with respect to these uses. Iducator does not claim any ownership rights in any of Your Materials and nothing in these Teacher Terms will be deemed to restrict any rights that you may have to use and exploit any of Your Materials. If you do not want to grant us permission to use Your Material or Your Image in accordance with these Teacher Terms, please do not post, upload, publish, submit or transmit Your Materials or Your Image.

Copyright Policy. You acknowledge and agree that you are solely responsible for all of Your Materials that you make available through the Services. You represent and warrant that: (1) you either are the sole and exclusive owner of all of Your Materials that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Iducator the rights in Your Materials, as contemplated under these Terms; and (2) neither Your Materials nor your posting, uploading, publication, submission or transmittal of Your Materials or Iducator’s of Your Materials or Your Image (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate any patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

Right to Change the App:

Iducator is committed to ensuring that the App is as useful and efficient as possible. For that reason, we reserve the right to make changes to the App or its services, including its core functionality, at any time and for any reason.

App Store:

When you download our App, you may do so through a third party’s App Store (ie – iTunes or Google Play App Stores). You acknowledge that these Teacher Terms are between you and us and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Services, including the App. The following applies to any App download through the App Store Owner:

(a)

Your use of the App must comply with the App Store’s “Terms of Service” or equivalent terms.

(b)

You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(c)

In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App. As between Iducator and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Iducator.

(d)

You and we acknowledge that, as between Iducator and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

(e)

You and we acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Iducator and the App Store Owner, Iducator, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Teacher Terms.

(f)

You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of these Teacher Terms as related to your license of the App, and that, upon your acceptance of these Teacher Terms, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce these Teacher Terms as related to your license of the App against you as a third-party beneficiary thereof.

(g)

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.

(h)

Without limiting any other terms in this Teacher Terms, you must comply with all applicable third-party terms of agreement when using the App.

 

User Registration and Information:

You shall fill in the correct information requested in the Membership Registration form on the App or Site. You agree to promptly update any outdated personal or business information on the Services. You shall select a username and password during the Membership registration process. You shall be solely responsible for any and all uses on the Services of your Membership and for maintaining confidentiality of your username and password. You may only register one Membership at a time.

The information required during the Membership Registration is at minimum, the following: name, email address, birthdate, phone number, social security number, resume, CDL, transcript, teacher permit information, TB test report, signed W-9.

Iducator will also require you to complete the “Teacher Application” which will be sent to you along with the W-9.

Age Restrictions:

The Services are offered and available to users who are 18 years of age or older and reside in the United States. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Iducator and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the App or Site.

Independent Contractor Status:

You enter into this Agreement as, and shall continue to be, an independent contractor.  All services you provide to any school user, shall be provided solely by you. Under no circumstances shall you look to Iducator as your employer, or as a partner, agent or principal.  You shall not be entitled to any benefits accorded to Iducator's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. 

You shall be responsible for providing, at your expense, and in your name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary. Furthermore, you shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, health insurance, medical expenses, unemployment taxes, and other payroll type taxes applicable to such compensation.  You hereby indemnify and hold Iducator harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Iducator arising out of your failure with respect to your obligations in this section.

Teacher User Representations and Warranties:

You have all appropriate licenses, approvals and authority to provide teaching to schools in all jurisdictions in which you accept job requests.

You agree you are: (i) able to change diapers, (ii) able to lift at least 40 lbs and have the stamina to keep up with the energy of children 5 or younger, (iii) able to see, hear and respond to children’s needs, (iv) able to read books, sing songs and play games with children, and (v) have passed physical and TB test within two years.

You will not engage in reckless behavior at school, permit an unauthorized third party to accompany you in the school while providing services, provide services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of children, school, the Iducator community or third parties.

You warrant your background check will come back clean, you are not a registered sex offender, you have never committed a crime or felony and you have never been arrested.

Damage Fee. If another user reports that you have materially damaged the school's property, you agree to pay a “Damage Fee” on the extent of the damage (as determined by Iducator in its sole discretion), towards property repair or cleaning. Iducator reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee. Collected Damage Fees will be passed in their entirety to the School whose property was damaged.

You will not make any misrepresentation regarding Iducator, the Services or your status as a substitute teacher.

You will not, while providing any services, charge for teaching (except as expressly provided in this Agreement), demand that a school pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.

You will not attempt to defraud Iducator or any other user on the Iducator through the Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fees or other payments for the service in question.

You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

Cancellation Fee. As a substitute teacher, you may be charged for 2 hours if you failed to show up after confirming accept a teaching request. Collected cancellation fees from cancelling substitute teacher will be passed in their entirety to the next substitute teacher who accepted school's teaching request or to the school that had confirmed with the cancelling substitute teacher.

Membership Content:

This content includes all messages, promotions, profile information, resumes and all other materials posted on the App or Site. You hereby grant all other users and Iducator a nonexclusive right to post, display and copy all publicly available content in connection with your operation of the App. You are also deemed to authorize other users and Iducator to disclose your personal data when you include such personal data in the public content.

 

You warrant that all content is true and correct, does not infringe on any third parties’ intellectual property rights, is not unlawful, obscene, defamatory, libelous, threatening, harassing or offensive, does not contain viruses or malware, does not interfere with or disrupt the integrity or performance of the App and shall not be used for criminal purposes.

 

Promotions and Referral Program:

Iducator, at its sole discretion, may make available promotions with different features to any users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Iducator. Iducator reserves the right to withhold or deduct credits or benefits obtained through a promotion the event that Iducator determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

As part of your Membership, Iducator may provide you with or allow you to create a “Iducator Referral Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become a potential new user. Iducator Referral Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Iducator Referral Code. You are prohibited from advertising Iducator Referral Codes, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Iducator reserves the right to deactivate or invalidate any Iducator Referral Code at any time in Iducator’s discretion.

From time to time, Iducator may offer you with incentives to refer new users to the Iducator community (the “Referral Program”). These incentives may come in the form of Iducator Credits or Cash Bonus, and Iducator may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Iducator Referral Codes and participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.

Payment Information:

All financial transactions will be made through Bill.com. Bill.com will require a current bank account on file to deposit any payments. If any payment information is out of date or incorrect, or payment is not made for any other reason, we may not be able to make payment to you until it is updated.

Iducator will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security or timeliness of payment information sent via Bill.com. Iducator will also not be liable for any damages of any kind arising from the use of Bill.com, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. Iducator will not be liable for any breach of your personal or banking information resulting from the interception of such information during its transmission to Bill.com. You expressly agree that your use of the Services and any payment processors is at your sole risk.

You will receive payment for your services provided through any confirmed job request. All Service payments are subject to a Iducator Commission, discussed below. Iducator will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.

Commission. In exchange for permitting you to offer your services through our Services and marketplace as a substitute teacher, you agree to pay Iducator (and permit Iducator to retain) a fee based on each transaction in which you provide Services (the “Commission”). The amount of the applicable Commission will be communicated to you in a Commission schedule through the teacher user portal. Iducator reserves the right to change the Commission at any time in Iducator’s discretion based upon local market factors, and Iducator will provide you with notice in the event of such change. Continued use of the Services after any such change in the Commission calculation shall constitute your consent to such change.

Pricing. You expressly authorize Iducator to set the prices on your behalf for all Charges that apply to accepted job requests. Iducator reserves the right to change the Pricing schedule at any time in our discretion based upon local market factors, and we will provide you with notice in the event of changes to the base price, per hour, and/or per minute amounts that would result in a change in the applicable Fees. Charges may be subject to maximum limits as set forth in your market’s Iducator page.

Service Fee Adjustment. Iducator reserves the right to adjust or withhold all or a portion of Service Fee if it believes that (i) you have attempted to defraud or abuse Iducator or Iducator’s payment systems or (ii) in order to resolve a school user complaint (e.g., you caused an accident or failed to properly perform substitute teacher duties during your service time). Iducator’s decision to adjust or withhold the Service Fee in any way shall be exercised in a reasonable manner.

Cancellation and Termination:

This Agreement is effective upon your creation of a Membership Account. This Agreement may be terminated: a) by user, without cause, upon seven (7) days’ prior written notice to Iducator; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of this Agreement. In addition, Iducator may terminate this Agreement or deactivate your Membership immediately in the event: (1) you no longer qualify to provide substitute teaching services under applicable law, rule, permit, ordinance or regulation; (2) you fall below Iducator’s star rating threshhold, or exceed no show / cancellation threshold; (3) Iducator has the good faith belief that such action is necessary to protect the safety of the Iducator community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Iducator’s reasonable satisfaction prior to Iducator permanently terminating the Agreement. For certain breaches of this Agreement, you may be provided notice and an opportunity to cure the breach, if the breach is cured in a timely manner and to Iducator’s satisfaction.

Iducator reserves the right, in its sole discretion, to terminate your access to the Site or App and the related services or any portion thereof at any time, without notice. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

ACCEPTABLE USE:

As a condition of use, you promise not to use the Services, specifically the user to user message feature (“Communication Services”), for any purpose that is unlawful or prohibited by these Terms, or any other purpose not intended by Iducator. We allow you to contact the school users for the purpose of providing necessary details about a job request you have accepted. Including the following, but not limited to, you agree not to use the Services or the Communication Services for any of the following purposes:

 

13) To abuse, harass, threaten, impersonate or intimidate any person;

14) To violate these Terms;

15) To circumvent the Services as provided by Iducator or receive Iducator trade secret or other confidential information;

16) To breach any other agreements you enter into with third parties;

17) To post or transmit, or cause to be posted or transmitted, any visual content or communications that are libelous, defamatory, obscene, pornographic, abusive, offensive, profane or that infringes any copyright or other right of any person;

18) For any purpose that is not permitted under the laws of the jurisdiction where you are accessing the Services;

19) To post or transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account or private information from any other user on the Services;

20) To create or transmit unwanted ‘spam’ to any person or any URL;

21) To post copyrighted content that does not belong to you;

22) You agree not to use any robot, spider, scraper or other automated means to access or use the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures we may use to prevent or restrict Services access;

23) To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; or

24) To advocate encourage, or assist any third party in doing any of the foregoing

 

We are not liable for any content or communications posted or transmitted through the Services by another user. To report a suspected abuse of the Services or a breach of the Terms please send written notice to Iducator by email to: admin@iducator.com. You are solely responsible for your interactions with other users of the Services. Iducator has no obligation to monitor disputes between you and other users.

USE OF COMMUNICATION SERVICES:

Iducator has no obligation to monitor the Communication Services. However, Iducator reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Iducator reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Iducator reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Iducator's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Iducator does not control or endorse the content, messages or information found in any Communication Service and, therefore, Iducator specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Users and hosts are not authorized Iducator spokespersons, and their views do not necessarily reflect those of Iducator.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Notice and Take Down:

If you believe your copyright-protected work was posted on Iducator without authorization, you may submit a copyright infringement notification. These requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. The fastest and easiest way to notify Iducator of alleged copyright infringement is via e-mail at: admin@iducator.com.

DMCA Notice

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our us with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

·     An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests

·     A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address or item number) of the location where the copyrighted work exists or a copy of the copyrighted work

·     Identification of the URL or other specific location on the Service where the material that you claim is infringing is located

·     Your address, telephone number, and email address

·     A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.


Indemnification:

You agree to indemnify, defend and hold harmless Iducator and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Teacher Terms, the Privacy Policy, or the documents they incorporate by reference, the services you provide to any other user or your violation of any law or the rights of a third-party.

Disclaimer of Warranties; Limitation of Liability:

You expressly agree that use of the Site, App or Services is at your sole risk. The Site, App and Services are provided on an “as is” and “as available” basis. Iducator expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data and system integration. You acknowledge and agree that no school users are or will ever be affiliated with Iducator and Iducator has no control over their actions and does not guarantee the job request is as advertised. Your acceptance of a job request is solely at your discretion and you should do whatever research you deem necessary prior to acceptance. Iducator is strictly a technology platform and infrastructure for connecting schools and independent contractor teachers in our Iducator network.

Iducator does not assume any responsibility nor warrants any representation made by a school user found through the Services. All information of the services advertised on the Services has been built and published by the user which is offering their services. Consequently, Iducator cannot guarantee the quality of the same, as well as the veracity of the images and/or descriptions published by the school users. However, if we are made aware of any inappropriate listings or behavior by a user, we may elect to remove such offering and/or terminate their account. 

The transaction takes places and is decided exclusively between the school and teacher, and Iducator only provides use of the Services for advertising and networking purposes. Any claim or dispute that may arise between school and teacher users must be settled solely between them, and all users agree to hold Iducator harmless.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IDUCATOR OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

You understand that we cannot and do not guarantee or warrant that any aspect of the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our App and Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY PRODUCTS OR SERVICES LINKED TO THEM.

Force Majeure:

In case of force majeure, we are not obliged to fulfill our obligations. In that case we may either suspend our obligations for the duration of the state of force majeure or definitely repudiate these Teacher Terms.

Events of force majeure are all circumstances external to our will and control that render the respect of our obligations completely or partly impossible. Such events include, but are not limited to, strikes, fire, disruption of energy supplies or telecommunication networks or communication systems and/or the temporary down-time of the App or the Site, inability to process payment or other third party obligations.

Entire Teacher Terms:

The failure of us to exercise or enforce any right or provision of these Teacher Terms shall not constitute a waiver of such right or provision. These Teacher Terms, all documents incorporated by reference, and any policies or operating rules posted by us on the App, Site or in respect to the Membership constitutes the entire Teacher Terms and understanding between you and us and govern your use of the Membership, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Teacher Terms). Any ambiguities in the interpretation of these Teacher Terms shall not be construed against the drafting party.

Parties in Interest

Nothing in these Teacher Terms shall confer any rights or remedies under or by reason of these Teacher Terms on any persons other than you and Iducator or our respective successors and assigns; nor shall anything in these Teacher Terms relieve or discharge the obligation or liability of any third person to any party to these Teacher Terms, nor shall any provision give any third person any right of subrogation or action over or against any party to these Teacher Terms.

Headings :

All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of these Teacher Terms.

Interpretation :

In the event any claim is made by either Party, relating to any conflict, omission or ambiguity in these Teacher Terms, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that these Teacher Terms was prepared by or at the request of a particular party or their counsel.

Confidentiality:

You agree that you will not at any time publish or disclose to others or use for their own benefit or the benefit of others any confidential information, including but not limited to trade secrets, terms of these Teacher Terms or Privacy Policy, except to such extent as may be necessary in the ordinary course of performing in good faith their particular duties contained in these Teacher Terms and with our prior written consent.

Notice: 

All notices given hereunder shall be in writing (email acceptable), and shall be sent by registered mail to the parties at their respective addresses. Either party may, by like notice, designate a different address for the serving of notices.

Mediation

In the event of any dispute between you and Iducator, each party hereby agrees that, prior to commencing arbitration; they shall submit each such dispute to a mediator, agreeable to both parties, for non-binding mediation and make a good-faith attempt to resolve such dispute.

Arbitration and Class Action Waiver:

Any controversy or claim arising out of, or relating to, these Teacher Terms or the breach thereof, shall be settled by arbitration, in accordance with the laws of the State of California, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any Santa Clara County Court. Any award concurred in by a majority of the arbitrators or rendered by the sole arbitrator (as the case may be) shall be binding and conclusive on the parties; and a judgment thereon may be entered in the highest court of the forum having jurisdiction thereof.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Iducator in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND IDUCATOR WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Attorney Fees :

In the event that any dispute between you and us should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses. In addition to the foregoing award of attorneys’ fees, the prevailing party shall be entitled to its attorneys’ fees incurred in any post judgment proceedings to enforce any such judgment.

Agreement Shall be Binding:

These Teacher Terms shall be binding upon, and inure to the benefit of, the heirs, executors, administrators, successors and assigns of the parties [unless to the contrary specifically provided in any particular covenant, term or condition hereof].

Remedies Cumulative :

The remedies under these Teacher Terms are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

Assignment:

You shall have no right to assign this Teacher Terms, the Membership or any part of the results and proceeds.

Severability:

In the event that any provision of these Teacher Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

Governing Law:

These Teacher Terms and any separate agreements whereby we provide you Services shall be governed by the laws of the State of California. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect Iducator’s intellectual property rights in any court of competent jurisdiction.

CONTACT INFORMATION:

Iducator, LLC

4285 Payne Avenue #701068

San Jose, CA 95117

(admin@iducator.com)