Iducator Terms of Use

Last Updated: June 22nd, 2018

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Iducator, Inc. (“Iducator,” “we,” “us” or “our”) governing your use of the Iducator application, website, and technology platform (collectively, the “Iducator Platform”).

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE Iducator PLATFORM.

The Iducator Platform

The Iducator Platform provides a marketplace where persons who provides teaching work in early child education (“Substitute Teachers”) can be matched with Kindergarten, Preschools, Childcare Centers, Home Childcare (“School”) that need short term teaching service ("Substitute teaching"). Substitute Teachers and Schools (Managed by School Managers) are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Iducator Platform. For purposes of this Agreement, the teaching services provided by Substitute Teachers to Schools that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Teaching Service provided by a Substitute Teacher to a School shall constitute a separate agreement between such entities.

Modification to the Agreement

In the event Iducator modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Iducator reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Iducator Platform or Services after any such changes shall constitute your consent to such changes. 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).

Eligibility

The Iducator Platform may only be used by individuals who can form legally binding contracts under applicable law. The Iducator Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

Teacher Screening

As a School, you agree to Iducator will do 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 employment.

Charges

As a School, you agree to pay the amounts charged for your use of the Iducator Platform and 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 User account regardless of your awareness of such Charges or the amounts thereof.

Service Fee. Iducator may assess a per-service “Service Fee” to support the Iducator Platform 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. As school, after requesting a substitute teacher you may cancel it through the app, but note that in certain cases a cancellation fee may apply. For School, cancellation is free with 24 hours notice to Iducator. A two hours 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 Substitute Teacher who had accepted school's teaching request. As a Substitute teacher, you may also 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.

Recruiting Fee. As a School, if an Iducator substitute teacher is being hired directly as an 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 ($500), towards recruiting replacement substitute teachers. If the direct hired teacher from Iducator leaves the job within 6 month, your next direct hire from Iducator's Recruiting Fee is waived.

Damage Fee. If a School 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.

Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Iducator may replace its third-party payment processing services without notice to you. Charges shall only be made through the Iducator Platform. With the exception of tips, cash payments are strictly prohibited.

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 Iducator Platform, any disruption to the Iducator Platform or Services, or any other reason whatsoever.

Credits and Discounts. School may receive credits ("Iducator Credits") or discounts ("Discounts") that School can apply toward payment of certain Charges upon completion of a Teaching Service. Iducator Credits and Discounts are only valid for use on the Iducator Platform, 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. Teaching 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 Ride Discount within the Payments section of the Iducator App.

Credit Card Authorization. Upon addition of a new payment method or each teaching service request, Iducator may seek authorization of your selected payment method to verify the payment method, ensure the service cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about our use of pre-authorization holds.

Payments

If you are a Substitute Teacher, you will receive payment for your provision of Services. 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 the Iducator Platform 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 Substitute Teacher 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 Iducator Platform 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 the provision of Services. 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, (ii) in order to resolve a School 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.

Iducator Communications

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Iducator, its affiliated companies, School and/or Substitute Teachers, may include but are not limited to: operational communications concerning your User account or use of the Iducator Platform or Services, updates concerning new and existing features on the Iducator Platform, communications concerning promotions run by us or our third- party partners, and news concerning Iducator and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

Your Information

Your Information is any information you provide, publish or post to or through the Iducator Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Iducator-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Iducator Platform and participate in the Services. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Iducator to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Iducator does not assert any ownership over your Information; rather, as between you and Iducator, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

Your account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Iducator is not responsible for third party access to your account that results from theft or misappropriation of your account. Iducator and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Links to third party sites/Third party services

Iducator website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Iducator and Iducator is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Iducator is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Iducator of the site or any association with its operators.

Certain services made available via Iducator are delivered by third party sites and organizations. By using any product, service or functionality originating from the Iducator domain, you hereby acknowledge and consent that Iducator may share such information and data with any third party with whom Iducator has a contractual relationship to provide the requested product, service or functionality on behalf of Iducator users and customers.

Promotions and Referral Programs

Iducator, at its sole discretion, may make available promotions with different features to any Users or prospective 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 User account, 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 new Iducator Substitute Teacher (“Referred Substitute Teachers”). Iducator 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.

Restricted Activities

With respect to your use of the Iducator Platform and your participation in the Services, you agree that you will not:

impersonate any person or entity;

stalk, threaten, or otherwise harass any person, or carry any weapons;

violate any law, statute, rule, permit, ordinance or regulation;

interfere with or disrupt the Services or the Iducator Platform or the servers or networks connected to the Iducator Platform;

post Information or interact on the Iducator Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;

use the Iducator Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Iducator Platform;

“frame” or “mirror” any part of the Iducator Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or

modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Iducator Platform or any software used on or for the Iducator Platform;

rent, lease, lend, sell, redistribute, license or sublicense the Iducator Platform or access to any portion of the Iducator Platform;

use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Iducator Platform or its contents;

link directly or indirectly to any other web sites;

transfer or sell your User account, password and/or identification to any other party

discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or

cause any third party to engage in the restricted activities above.

Substitute Teacher Representations, Warranties and Agreements

No unlawful or prohibited use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use Iducator strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Iducator that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Iducator or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Iducator content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Iducator and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Iducator or our licensors except as expressly authorized by these Terms.

Use of communication services

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

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. Managers 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.

Materials provided to Iducator or posted on any Iducator web page Iducator does not claim ownership of the materials you provide to Iducator (including feedback and suggestions) or post, upload, input or submit to any Iducator Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Iducator, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

Iducator is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Iducator's sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

By providing Services as a Substitute Teacher on the Iducator Platform, you represent, warrant, and agree that:

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

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 as a Substitute Teacher 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 will not make any misrepresentation regarding Iducator, the Iducator Platform, the Services or your status as a Substitute Teacher.

You will not, while providing the 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 School on the Iducator Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares 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.

You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Liability disclaimer

The following disclaimers are made on behalf of Iducator, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

The Iducator Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Iducator Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Iducator Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Iducator Platform will be corrected, or that the Iducator Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Iducator Platform or Services.

We cannot guarantee that each Substitute Teacher is who he or she claims to be. Please use common sense when using the Iducator Platform and Services, including looking at the photos of the Substitute Teacher or School you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Iducator Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Substitute Teacher or School prior to engaging in an arranged teaching service.

Iducator is not responsible for the conduct, whether online or offline, of any User of the Iducator Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the school by Substitute Teacher. By using the Iducator Platform and participating in the Services, you agree to accept such risks and agree that Iducator is not responsible for the acts or omissions of Users on the Iducator Platform or participating in the Services.

Iducator expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Iducator Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Iducator Platform or through the Services. Please carefully select the type of information that you post on the Iducator Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Iducator or made available through the Iducator Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Iducator Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Iducator Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Iducator Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Iducator, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Iducator Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Iducator Platform may be accessible to Iducator and certain Users of the Iducator Platform.

Iducator advises you to use the Iducator Platform with a data plan with unlimited or very high data usage limits, and Iducator shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Iducator Platform.

State and Local Disclosures

Certain jurisdictions require additional disclosures to you. You can view any disclosures required by your local jurisdiction at www.Iducator.com/terms.html We will update the disclosures page as jurisdictions add, remove or amend these required disclosures, so please check in regularly for updates.

Indemnification

You agree to indemnify, defend and hold harmless Iducator, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Iducator reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Iducator in asserting any available defenses.

Limitation of Liability

IN NO EVENT WILL Iducator, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Iducator” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE Iducator PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE Iducator PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE Iducator PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT Iducator HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THERE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Iducator AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

Iducator AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Iducator AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Iducator AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Iducator OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Term and Termination

This Agreement is effective upon your creation of a User 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 User account immediately in the event: (1) you no longer qualify to provide 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 and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. 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.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Iducator with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Iducator with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Contact Us

Iducator welcomes your questions or comments regarding the Terms:
Iducator
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Effective as of February 25, 2017