TERMS AND CONDITIONS
If you are accepting these Terms on behalf of another organization or entity, you represent that you are duly authorized to bind that organization or entity to these Terms.
If you are entering into these Terms on your own behalf, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are under 18 years of age, your parent or guardian must enter into these Terms on your behalf, and this parent or guardian represents that he or she accepts these Terms on your behalf and that you are 13 or older. You are not allowed to use the Services if you are under the age of 13.
We may offer one or more membership subscription programs (also “membership” or “subscription”) on our website. The pricing for any such membership will be clearly stated on the applicable order form.
To become a member of our website we ask that you provide your email address and to provide certain personally identifiable information including your first and last name address, phone number and your date of birth, and we will assign to you a membership number or other identifier.
If we have any reason to believe that such information you provide to us is untrue in accurate or incomplete we have the right in our sole determination suspend or terminate your membership and refused any and all current or future use of our website or any portion thereof by you; we have the right to do this without notice to you.
We reserve the right to reject or terminate the use of any username that we deem, in our sole discretion, as offensive or inappropriate.
You agree that in our sole discretion, we may suspend or terminate your access to our website, your password and other identification number or any part thereof, or to use our website or any part of it and to remove and dispose of any materials that you submit to our website and any time, for any reasons and without notice. You agree that we will not be responsible to you or any third party for any suspension or termination of your password or identification numbers, membership numbers, user name, use of the website or any removal or any materials/content that you have submitted to our website. In the even that we suspend or terminate your access to and/or use of our website, you will still be bound by this agreement as it was in effect as of the date of your suspension or termination.
4. YOUR ACCOUNT
To use a Service, you will need a username and password, unless you log in through a “single sign-on” system using your learning management system username and password if the Service includes this feature. Certain Services may also require additional login information.
Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or transfer your account.
You must keep your username and password confidential. You are responsible for all activities, charges, and liabilities associated with your account. You agree to immediately notify Elyani Diaz of any unauthorized use of your account of which you are aware. If you are a minor, Elyani Diaz reserves the right to provide access to your account to your parent, guardian, or other authorized adult, upon such adult’s request.
We reserve the right to change or add to the terms of this agreement from time to time and will post the same on the website; all changes or additions will then be effective immediately and you are expected to apprise yourself of any such changes or additions and if you do not agree with the same, you are to discontinue the use of our website
6. YOUR USE OF THE SERVICES
During the applicable term of your subscription for use of the Services, Elyani Diaz grants you a limited, non-exclusive, non-transferable license only to access and to use the Services for the Permitted Use (as defined below), subject to your compliance with these Terms. You may not use the Services for any other purpose, or after the end of the applicable term, or after termination of your rights to use the Services under these Terms.
“Permitted Use” means your personal non-commercial purposes, or, your non-commercial educational or instructional purposes.
You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the Services.
Neither the Services nor any portion thereof may be displayed, copied, downloaded, sold, resold, used, distributed, or otherwise exploited for any commercial purpose without Elyani Diaz’s prior written consent. You may not frame or utilize framing techniques to enclose any Mark (defined below) or other proprietary information (including images, text, page layout and form) of Elyani Diaz or its licensors without Elyani Diaz’s prior written consent. You may not use any meta tags or any other “hidden text” using Elyani Diaz’s Marks without Elyani Diaz’s prior written consent. Any unauthorized use by you of Elyani Diaz’s Marks or other intellectual property automatically terminates the license granted by Elyani Diaz under these Terms and your right to use the Services.
The Services may allow you to upload or otherwise add through the Services information, text, graphics, photos, audio, video, and/or other materials and content (“Content”). You represent and warrant that you own or have the full right to provide all Content that you provide through the Services for use with the Services (“Your Content”), and that Your Content does not infringe any third-party rights, including any intellectual property, publicity, or privacy rights.
Elyani Diaz does not obtain ownership of Your Content. You hereby grant Elyani Diaz a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub licensable, and transferable license to use, distribute, reproduce, modify, prepare derivative works of, perform, and display Your Content in connection with the Services and Elyani Diaz’s business, including for promoting the Services, in all media now known or hereafter devised, and through any media channels. In the event that perpetual license terms are not allowed by law, the term shall be for the longest period allowed by applicable law.
Elyani Diaz does not adopt, endorse, or accept responsibility for Your Content or any third-party Content. You agree that Elyani Diaz will not be liable for any loss or damage resulting from your reliance on Your Content or any third-party Content available through the Services.
Elyani Diaz reserves the right (but has no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove Content from the Services.
After termination of your use of any Services, except as required by applicable law, Elyani Diaz does not have any obligation to destroy, return or retain Your Content relating to your use of such Services. It is your sole responsibility to backup and export Your Content prior to termination.
Elyani Diaz and its licensors own and retain all right, title, and interest in and to the Services, all underlying technology used with or otherwise enabling the Services, and all software and Content (other than Your Content, which you own subject to the license set forth herein) available within the Services (collectively, “Elyani Diaz Materials”), including all associated trademarks, copyrights, and other intellectual property rights. Nothing in these Terms transfers any such rights, title, or interest to you or any other user, and Elyani Diaz reserves all rights not expressly granted to you. All software and apps provided to you under these Terms are licensed, not sold.
You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Elyani Diaz Materials. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Services or any part thereof, except to the extent allowed by law notwithstanding this restriction.
All trademarks, service marks, trade names, logos, and graphics included within the Services (“Marks”) are trademarks of Elyani Diaz and its licensors. You may not use any Marks without the prior written consent of Elyani Diaz.
You agree that any breach of your obligations with respect to Elyani Diaz’s and its licensors’ proprietary or intellectual property rights will result in irreparable injury to Elyani Diaz and its licensors for which money damages are inadequate, and you therefore agree that Elyani Diaz and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.
ALL FEES PAID ARE NON-REFUNDABLE AND NON-CREDITABLE.
Elyani Diaz will bill your credit card (for purposes of these Terms, the term “credit card” includes a credit card or a debit card) for all applicable fees in advance of Service delivery. You shall provide Elyani Diaz with accurate and complete billing information, including your name, address, telephone number, and valid credit card information, and shall promptly notify Elyani Diaz of any changes in that information. You acknowledge that the agreement between you and the applicable credit card issuer governs use of your credit card for payment of amounts owed to Elyani Diaz, including your rights and obligations as a holder of that card.
Elyani Diaz will disclose the applicable payment options at the time you place your Order. You shall select a payment method to pay Elyani Diaz for purchases you make for and/or from the applicable Services. Elyani Diaz or Elyani Diaz’s billing agent may charge your payment method for all amounts due to Elyani Diaz without additional notice or consent unless otherwise required by law.
Except for taxes based on Elyani Diaz’s net income, if any authority imposes a tax, duty, levy, or fee upon your use of or orders for any Services, you shall pay that amount as specified in the Order or Elyani Diaz’s invoice or supply Elyani Diaz with exemption documentation. You are also responsible for paying all administrative fees (such as PayPal fees) associated with the Services and any transactions you entered into in connection with the Services.
If Elyani Diaz does not receive payment from your credit card issuer, upon demand you shall pay all overdue amounts by other means acceptable to Elyani Diaz. Elyani Diaz may accept other forms of payment, and if Elyani Diaz invoices you for Services, you shall pay to Elyani Diaz the amount indicated in each invoice by the due date reflected on the invoice.
If you believe that a billing discrepancy has occurred, unless you notify Elyani Diaz in writing within 60 days after the date on which that discrepancy first appeared on your credit card account statement or invoice, as applicable, you waive your right to claim that discrepancy.
Service purchases and subscriptions are nonreturnable and cannot be exchanged. Until your Service is terminated, you will continue to accrue charges for which you remain liable, even if you do not use the Service.
9. YOUR OBLIGATIONS
In consideration of your use of this Site, you agree that to the extent you provide personal information to Elyani Diaz, it will be true, accurate, current, and complete and that you will update all personal information as necessary.
You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited.
In addition, you are strictly prohibited from (1) recording the contents of any portion of the Site (including without limitation chat rooms, video or audio updates and screen sharing sessions) by any means, including by video recording, for any purpose, and (2) disseminating such recordings to any person or entity. You agree that any violation of this provision will cause Elyani Diaz irreparable harm for which money damages are difficult to calculate. In the event that you violate this provision, you therefore consent to Elyani Diaz obtaining any injunctive or other equitable relief without the necessity of posting a bond to prevent further violations of this provision. We reserve all rights and remedies available to us.
10. GENERAL PRACTICES AND ACCEPTABLE USE OF THE SERVICES
Elyani Diaz may establish general practices and limits applicable to your use of the Services, including the maximum number of days that Your Content is retained in connection with the applicable Service, the maximum storage space allotted on your behalf for such Service, and the maximum number of times (and the maximum duration for which) you are allowed to access the Service in a given period of time. Elyani Diaz may suspend or terminate user accounts for which applicable fees are unpaid, that are inactive for an extended period of time, or in the event of a violation of these Terms with or without notice. Elyani Diaz may establish and change these general practices and limits at any time, with or without notice.
You may only access the Services and related Content through the interface provided by Elyani Diaz and for lawful purposes. You represent, warrant, and agree that you will not:
- Use the Services to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to any third-party claim, or otherwise violate any local, state, federal, or international law or regulation, including export control laws and regulations. Without limiting the foregoing, you agree that you will not use the Services in connection with the development, design, manufacture or production of nuclear, missile, or chemical or biological weapons;
- Upload, post, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, deceptive, or otherwise objectionable Content;
- Upload, post, or otherwise transmit through, to or otherwise using the Services any Content that infringes or violates any intellectual property right, publicity right, privacy right, or other right of any third party;
- Upload, post, or otherwise transmit through, to or otherwise using the Services any Content that contains any malware, viruses, spyware, worms, or other malicious code or files;
- Disrupt the normal flow of communication in the Services or otherwise act in a manner that negatively affects any other users’ ability to use or benefit from the Services;
- Interfere with or disrupt the Services or servers or networks connected to the Services, or violate any requirements, procedures, policies, or regulations of networks connected to the Services;
- Access (or attempt to access) any part of the Services or Content through any automated means (including use of scrapers, scripts, robots, spiders, or web crawlers), or in any way circumvent the navigational structure or presentation of the Services;
- Use the Services for any phishing, trolling, or similar activities, or to redirect users to other sites or encourage users to visit other sites; or to harvest or collect email addresses or other contact information of other users of the Services by automated or other means;
- Impersonate or attempt to impersonate Elyani Diaz or a Elyani Diaz employee, another user, or any other person or entity, or post any information that misrepresents the identity, characteristics or qualifications of you or any other person, including the use of a pseudonym, or misrepresenting current or previous positions, qualifications or affiliations with a person or entity, past or present;
- Frame or mirror any part of the Services;
- Use metatags or code or other devices containing any reference to Elyani Diaz or the Services in order to direct any person to any other website or services for any purpose;
- Use the Services in a manner contrary to the educational purpose of the Services, such as by posting answers to test or assessment questions provided through the Services; or
- Otherwise use the Services in violation of these Terms.
11. DISCLAIMER OF WARRANTIES
The Services and Elyani Diaz Materials are provided by Elyani Diaz on an “as is” and “as available” basis. Elyani Diaz makes no representations or warranties of any kind, express or implied, as to the Services, Elyani Diaz Materials, or other information, content or materials made available through the Services, including the Elyani Diaz Modifiable Content, Shared Content, Open Content, Third-Party Services, or Collaboration Tools (collectively, the “Services Items”). You agree that your use of the Services, Elyani Diaz Materials, and Services Items is at your sole risk. The Services, Elyani Diaz Materials and Services Items could include inaccuracies or typographical errors. Advice received via the Services, Elyani Diaz Materials, and Services Items is informational only, does not constitute medical, legal, tax, financial, career, or other professional advice, and should not be relied upon for personal, medical, legal, career, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation. Elyani Diaz does not warrant or make any representations regarding the use of or the result of the use of any Services, Elyani Diaz Materials or Services Items in terms of their correctness, accuracy, reliability, or otherwise, and you (and not Elyani Diaz) assume the entire cost of all necessary servicing, repair and correction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELYANI DIAZ DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ELYANI DIAZ DOES NOT WARRANT THAT THE SERVICES, ELYANI DIAZ MATERIALS, OR SERVICES ITEMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, ELYANI DIAZ MATERIALS, OR SERVICES ITEMS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. LIMITATION OF LIABILITY
Neither Elyani Diaz nor its suppliers, nor their respective directors, employees, officers, or representatives will be liable for any damages of any kind arising from the use of or inability to use the Services, Elyani Diaz Materials, or Services Items including, but not limited to, any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, or any lost profits, lost data, or loss of revenue. Without limiting the foregoing, Elyani Diaz’s total liability will at all times be limited to the fees you have paid to Elyani Diaz for the Services at issue during the prior three (3) months. The limitations in this paragraph shall apply to the extent permitted by applicable law.
You agree that Elyani Diaz is in no way responsible or liable for any grade or assessment you may receive through or otherwise related to any Services.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ELYANI DIAZ, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ANY AND ALL DEMANDS, CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICES, ELYANI DIAZ MATERIALS, OR SERVICES ITEMS; ANY CLAIMS RELATED TO YOUR CONTENT; OR YOUR VIOLATION OF ANY OF THESE TERMS. This paragraph shall survive any expiration or termination of these Terms.
14. INTERNET LINKS
Some links within the Services may lead to websites controlled by third parties. Because Elyani Diaz has no control over these websites, Elyani Diaz is not responsible for such website’s content or accessibility via the internet and does not endorse products, services, or information provided by such websites. Elyani Diaz shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any Content, goods, or services available on or through any other website. Further, the inclusion of these links does not imply that there is any
relationship between Elyani Diaz and the linked websites. Reference to other companies does not imply any partnership, joint venture, or other legal connection where Elyani Diaz would be responsible for the actions of their respective owners.
You agree that Elyani Diaz may terminate, suspend, or block your use of all or part of the Services, without liability or refund, if in Elyani Diaz’s sole determination you have breached these Terms. You agree that upon termination of your participation in the Services for any reason, Elyani Diaz may delete all information related to you on or within the Services and may prevent your continued access to and use of the Services. In order to protect the integrity of the Services, Elyani Diaz reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Services.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information submitted to Elyani Diaz relating to modifying or improving the Services (“Feedback”), whether solicited or unsolicited, are non-confidential. Elyani Diaz may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant to Elyani Diaz a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sub licensable license to use Feedback, and in the event perpetual license terms are not allowed by law, the term shall be for the longest period as allowed by applicable law.
17. WIRELESS SERVICE DISCLAIMER
ACCESS AND USE OF THE APP AND SERVICES OCCURS ACROSS THE NETWORKS OF A NUMBER OF WIRELESS SERVICE PROVIDERS. ELYANI DIAZ DOES NOT OPERATE THESE NETWORKS AND HAS NO CONTROL OVER THE OPERATIONS OF THE WIRELESS SERVICE PROVIDERS. ELYANI DIAZ WILL NOT BE LIABLE TO YOU FOR ANY CIRCUMSTANCES THAT INTERRUPT, PREVENT OR OTHERWISE AFFECT THE TRANSMISSION, COMMUNICATION, POST, OR TRANSACTION OR OTHERWISE INTERFERE WITH THE INTEGRITY THEREOF, INCLUDING, WITHOUT LIMITATION, UNAVAILABILITY OF WIRELESS SERVICE, COMMUNICATIONS, NETWORK DELAYS, LIMITATIONS ON WIRELESS COVERAGE, SYSTEM OUTAGES, OR INTERRUPTION OF A WIRELESS CONNECTION. ELYANI DIAZ DISCLAIMS ANY RESPONSIBILITY FOR ANY WIRELESS SERVICE USED TO ACCESS THE APP AND SERVICES. USE OF THE APP AND SERVICES WIRELESSLY MAY INVOLVE THE ELECTRONIC TRANSMISSION OF PERSONAL INFORMATION ACROSS THE NETWORKS OF WIRELESS SERVICE PROVIDERS. BECAUSE WE DO NOT OPERATE OR CONTROL THE WIRELESS NETWORKS USED TO ACCESS THE APP AND SERVICES, WE CANNOT GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS DATA TRANSMISSIONS. ADDITIONALLY, THE WIRELESS DEVICE BROWSER IS GENERALLY PRE-CONFIGURED BY YOUR WIRELESS INTERNET SERVICE PROVIDER. CHECK WITH YOUR SERVICE PROVIDER FOR INFORMATION ABOUT THEIR SECURITY PRACTICES. ELYANI DIAZ WILL TREAT YOUR DATA IN ACCORDANCE WITH THE ELYANI DIAZ PRIVACY NOTICE. YOUR WIRELESS SERVICE PROVIDER (INCLUDING WITHOUT LIMITATION ANY ROAMING WIRELESS SERVICE PROVIDER AND ANY WIFI HOT SPOTS) MAY LEVY FEES OR CHARGES FOR TRANSMISSION OR RECEIPT OF MESSAGES AND OTHER COMMUNICATIONS PERFORMED USING YOUR EQUIPMENT ON THE WIRELESS SERVICE PROVIDER NETWORK, AND YOU ARE SOLELY RESPONSIBLE FOR SUCH CHARGES.
18. GOVERNING LAW
All disputes arising out of or relating to these Terms, including all intellectual property issues and your rights and obligations, shall be governed by the laws (without regard to any conflicts of laws rules) and shall be subject to exclusive jurisdiction of _________.