- ACCEPTANCE OF TERMS
The Services are provided to you by Educators Link Management, LLC (“we”, “us”, “our” and “ours”) and can only be accessed and used by you under the Terms. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
We may, in our sole discretion, change or update these Terms or any features of the Services. Such modifications, alterations, and updates to the Terms shall be effective immediately upon posting. It is your responsibility to regularly review information posted on the Services to obtain timely notification of such changes.
BY USING THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND EXPRESSLY AGREE TO BE BOUND BY THESE TERMS AND ANY UPDATED TERMS. IF YOU DO NOT AGREE, YOU DO NOT HAVE PERMISSION TO USE THE SERVCES.
- LICENSE TO USE THE SERVICES
Our Services are configured to enable the use of software, content, virtual items or other materials owned or licensed by us. We grant you a limited, non-exclusive, non-sublicensable, non-transferrable license to access and use in the United States such software, content, virtual item or other material for your personal, non-commercial use only for as long as the Services are made available to you by us, or an authorized third party, and only in accordance with these Terms and/or the specific terms that apply to the Services, with no right to reproduce, distribute, communicate to the public, make available to the public, or transform the Services, in any media format or channel now known or hereafter devised (except as may be expressly described or contemplated within the Services). This is a license agreement and not an agreement for sale or assignment of any rights in the Services or the products contained therein. Except as we specifically agree in writing, no element of the Services may be used or exploited in any other way than as part of the authorized product or service made available to you. You may own the physical media on which elements of the Services are made available to you, but we retain full and complete ownership of our intellectual property. We do not transfer title to any portion of the Services, software, applications, content, virtual items or other materials and/or services to you. Likewise, the purchase of a license to use any Web Service does not create an ownership interest in the Services, software, applications, content, visual items or any other materials and/or services to you.
- USAGE RULES
- Restricted Rights Clause. When licensed to the U.S., State, or Local Government, the licensed Services is commercial software or documentation as defined in Federal Acquisition Regulation clause 12.212, and has been developed exclusively at private expense. If licensed Services is acquired by or on the behalf of the U.S. Government or a U.S. Government prime contractor or subcontractor (at any tier), the U.S. Government’s rights in the licensed Services or technical data is as set forth in these Terms; this is in accordance with 48 CFR 227.7201 through 227.7202(4) (for Department of Defense (DoD) acquisitions) and with 48 CFR 2.101 and 12.212 (non-DoD acquisitions). All licensed Services acquired by the State or Local Government computer software/documentation shall be acquired under the licenses customarily provided to the general public.
- Special Notice for International Use; Export Controls. Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
- Internet, Browser and System Requirements. You may need a high-speed Internet connection and/or minimum system and/or browser requirements to access and use certain aspects of the Services. You are required to review the minimum requirements necessary for use of the specific Web Service.
- Mobile Networks. When you access the Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using certain Services may be prohibited or restricted by your network provider and not all Services may work with your network provider or device.
- Consent to Messages. When you use the Services, you may be given the opportunity to consent to receive communication from us through email, text and/or mobile push notifications. Standard text and calling rates will apply. You agree that texts may be generated by the automatic telephone dialing systems. You can opt out of promotional communications by following the “Unsubscribe” directions for emails, or, if via text message, by responding “STOP”. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION TO USING THE SERVICES.
- Permissions. When you use the Services, you may grant certain permissions to us for your device and/or accounts. Most mobile device platforms provide additional information regarding those permissions and how, if possible, to change your permission settings. By downloading, installing or using the Services, you agree to receive automatic software updates (as applicable).
- Delays and Accessibility. Our Services may be subject to limitations, delays, failure, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, failures or other damage resulting from such problems.
- Forums. We may provide message boards, web logs or blogs, discussion forums or utilize social media platforms (“Forums”) in connection with the Services. You agree to evaluate, and bear all risks associated with, the use of any messages, information, or content associated with the Forums, including any reliance on the accuracy, completeness, or usefulness of such messages, information, or content. In this regard, you acknowledge to not rely on any content created by us or information submitted to us by third parties, including without limitation, information in the Forums, and in all other parts of this website. Subject to the terms of our Privacy Notice, in general, we will not monitor or edit the contents of Forum materials unless required in the course of normal maintenance of the website and its systems, subject to the Consultant Agreement or unless required to do so by law. You shall remain solely responsible for the content of your communications.
- User Feedback. We appreciate hearing from you, as well as our other Users, and welcome your comments regarding our Services. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our Services, please be specific in your comments regarding our Services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be our property. In addition, none of the Submissions will be subject to any obligations of confidentiality and we will not be liable for any future use or disclosure of such Submissions.
- Contests, Sweepstakes and Promotions. Contests, sweepstakes and other similar promotions that you enter in connection with our Services or in connection with our Services integrated with a third party website, services application, platform and/or content (“Promotions”) may be subject to official rules and/or conditions that are supplemental to these Terms and which may provide details governing the Promotion such as eligibility requirements, entry instructions, deadlines, prize information and restrictions. If you wish to participate in any Promotion, please first review the applicable Promotion official rules and/or conditions. If a Promotion’s official rules and/or conditions conflict with these Terms, the provisions contained in the official rules and/or conditions govern and control the Promotion. Your entry in to a Promotion constitutes User Generated Content and is subject to all provisions of this agreement that govern your submission and our use of your User Generated Content.
- Accuracy of Information. We attempt to ensure that information provided on or in connection with the Services is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. Accordingly, we make no representation as to the completeness, accuracy or currency of such information, including all descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on the Services. Such information is also subject to change at any time without notice. Descriptions and images of, and references to, third party products or services available in connection with the Services do not imply our endorsement of such third party products or services. The inclusion of any products or services on the Services at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession and use of any item purchased from the Services. By placing an order, you represent that the products ordered will be used only in a lawful manner.
- Registration Information. We require that you create an online account to use or access certain parts of the Services and use certain products and features (“Account”). We may require that you provide login information such as a user name and password to access and utilize your Account. As a condition of your use of the Services, you agree to (a) provide us with true, accurate, current and complete information as prompted by our registration forms, when registering for or using the Services; and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your user name and password. We also use your Account to communicate to you important milestones, obligations and deadlines relative to the Services. It is your responsibility to regularly review information posted on your Account and our Website to obtain timely notification of these obligations and any changes to these obligations. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.
- USER CONDUCT
As a condition of your access and use of the Services and your submission or access to any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Services (collectively, “Content”), you agree not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by us. By way of example, and not as a limitation, you agree not to:
- violate these Terms or any applicable local, state, national or international law, or any rules and regulations having the force of law, including but not limited to any anti-corruption or anti-bribery laws, and any sanctions or export control laws;
- use the Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
- use the Services or its Content for any purposes not authorized by these Terms, including commercial, political, or religious purposes (whether for profit or not-for-profit) including the submission or transmission of any content that contains advertisements, promotional materials, junk mail, or any other form of solicitation (including those for contributions or donations);
- reproduce, duplicate, copy, modify, sell, re-sell, rebroadcast, transmit, create derivative works, frame, mirror or exploit any Content or the Services not authorized by these Terms;
- post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with us, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
- upload, post, email or otherwise transmit any User Information, Content, or proprietary material that you do not have a right to transmit under these Terms, any law or other contractual or fiduciary relationships;
- knowingly provide or submit false or misleading information;
- use or link to any portion of the Services for any purpose that is unlawful, illegal or prohibited by these Terms, including, without limitation, the sending, posting, transmitting, displaying, distributing or knowingly receiving of or searching for any threatening, harassing, libelous, false, misleading, derogatory, offensive, defamatory, obscene, scandalous, inflammatory, sexually oriented, pornographic, or profane material, content or images, or other images, content or messages that might be considered lewd, lascivious, excessively violent or otherwise offensive;
- use the Services if you are under the age of eighteen (18);
- take any action that would undermine the review and rating process under the Services;
- bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Services;
- attempt to gain unauthorized access to the Services, other User accounts, or other computer systems or networks connected to the Services;
- use the Services in any way that could interfere with our rights or the rights or enjoyment of other Users of the Services;
- access or use the Services in a manner that suggest an association with our products, services or brands, except where expressly permitted by us;
- attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any server used by us by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Users of the Services;
- sell, share, or otherwise transfer your account user name, password, other information, or your rights or obligations under these Terms;
- transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are likely or intended to damage, tamper or interfere with, disrupt, impair, disable or otherwise overburden the Services;
- circumvent or disable any content protection system or digital rights management technology used in connection with the Services;
- access, download, monitor, or copy any information contained on our Services through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’) or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any Content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Services;
- probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on or of the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other User of the Services, or any other of our customers, including any of our accounts not owned by you, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by us and provided for by Terms;
- in the event of live, in-person Services, violate any laws, policies and Executive Orders required in your location, including but not limited to any health or safety mandates; or
- allow third parties to violate the above restrictions.
- TERMINATION OR CONTENT REMOVAL
We may terminate your privilege to use or access the Services immediately and without notice for any reason whatsoever, including for violation of these Terms. Upon such termination, you must immediately cease accessing or using the Services and agree not to access or make use of, or attempt to use, the Services. You further acknowledge that we reserve the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Services. We reserve the right to also remove Content that violates these Terms, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment. You understand that we may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to us.
All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
- TRADEMARKS AND COPYRIGHTS
Our Services, including but not limited to videos, articles, blogs, bonus materials, code, technology and software underlying the Services (“Software”) images, copy, photographs and artwork, are our copyrighted, patented, or registered or unregistered trademarked (“Trademarked”) property or the copyrighted, patented or Trademarked property or software of our licensors. All copyrights, trademarks, services marks, trade names, trade dress, patents and other intellectual property rights in connection used in our Services are owned by us, or licensors (who may be third party beneficiaries of this contract) and protected by the copyright, trademark, patent and other laws of the United States and international treaties.
Any attempt to use these copyrighted, Trademarked or patented materials without written authorization, or use of our Services in a manner inconsistent with these Terms is a violation of our rights and/or the intellectual property rights holder, and strictly prohibited. Violation of trademark and copyright laws (“Infringement”) is considered intentional infringement. Such Infringement may result in significant civil liability or criminal penalties under United States and/or international copyright and trademark laws.
Our Privacy Notice describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use of this information, as set forth in the Privacy Notice.
- NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by Educators Link Mangement, LLC. If you have any questions, concerns, or complaints regarding the Services, please contact us by either emailing firstname.lastname@example.org or sending a letter, first class certified mail, to The Educators Link, P.O. Box 62, Port Washington, N.Y. 11050, Attn: Customer Care.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs and may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
You agree we may communicate any notices to you under these Terms, through posting the notices on our website, or through electronic mail or regular mail to the address we have on file for you. All notices to us will be provided by sending a letter, first class certified mail, to The Educators Link, P.O. Box 62, Port Washington, N.Y. 11050, Attn: Customer Care. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
Educators Link Management, LLC P.O. Box 62 Port Washington, N.Y. 11050 ATTN: Legal Department email@example.com
If you are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that your work has been copied and posted on this website in a way that constitutes copyright infringement, please provide our Agent for Notification of Claims of Copyright Infringement the information specified below.
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the website;
- Your address, telephone number, and e-mail address;
- a statement by you 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; and
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
- DISCLAIMER OF WARRANTIES.
THE SITE, SERVICES AND ANY GOODS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, ACCESS TO AND USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR SERVICES. WE DISCLAIM ALL WARRANTIES AND DO NOT MAKE ANY REPRESENTATIONS WITH RESPECT TO THE SITE, SERVICES AND ANY GOODS OBTAINED OR MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.
- LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT IN NO EVENT SHALL WE, OUR AFFILIATED OR RELATED ENTITIES OR PROVIDERS, OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION OR HOSTING OF THE SERVICES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER WE (OR OUR AFFILIATED OR RELATED ENTITIES OR PROVIDERS) KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE USE OR ATTEMPTED USE OF THIS SERVICES OR ANY OTHER LINKED SITE. OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATED AND RELATED ENTITIES AND PROVIDERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES, IF ANY, YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) FORTY-NINE DOLLARS ($49.00). SOME STATES MAY NOT ALLOW FOR THE LIMITATION OF LIABILITY DESCRIBED ABOVE, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
By way of example only, we and our related persons and entities shall not be responsible or liable for any claim or damage arising from failure of performance, error, omission, interruption, deletion, defect, delay in operation, computer virus, theft, destruction, unauthorized access to or alteration of personal records, or the reliance upon or use of content, information, opinions or other materials appearing on this web site. Moreover, you expressly acknowledge and agree that we are not liable or responsible for any defamatory, offensive, or illegal conduct of other Users or third parties. Except that the foregoing shall not preclude recovery of damages for personal injury, loss or damage to personal property, or unauthorized use or disclosure of personally identifiable information caused by our gross negligence, recklessness, fraud or other willful, unconscionable or intentional misconduct. Nothing herein shall be construed to limit the clearly established legal right of a consumer to recover attorneys’ fees or other remedies only where afforded by statute or other law.
We reserve the right to report any wrongdoing, if and when we become aware of it, to any applicable government or law enforcement agencies. You agree to indemnify, defend and hold us and the Providers, our and their respective officers, directors, employees, affiliated and related entities, agents, licensors, and suppliers, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from your use of this website, your provision of Services, your breach of any provision of these Terms and any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on us: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense.
- ARBITRATION AGREEMENT
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against us on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against us, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against us by someone else. For the avoidance of doubt, this precludes you from bringing or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against us.
- Agreement to Binding Arbitration Between You and Us.
Except as expressly provided below in Section 15(b), you and we agree that any dispute, claim or controversy in any way arising out of or relating to: (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of the Services at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with us, will be settled by binding arbitration between you and us, and not in a court of law. This Arbitration Agreement survives after your relationship with us ends.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, PURPORTED CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
This Arbitration Agreement shall be binding upon and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third party beneficiaries and assigns, where their underlying claims are in relation to your use of the Services. To the extent that any third party beneficiary to this agreement brings claims against the parties, those claims shall also be subject to the Arbitration Agreement.
- Exceptions to Arbitration.
These Terms contain the following exceptions to Arbitration and as such, we shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) any claim that an applicable federal statute expressly states cannot be arbitrated; and/or (iii) any claim seeking to enforce, protect or concerning the validity of, any of your or our copyrights, trademarks, trade secrets, patents or other intellectual property rights; and (iv) any claim for injunctive relief.
Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, coordinated, consolidated, collective, or representative action against us. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against us and no action brought by you may be consolidated or joined in any fashion with any other proceeding.
The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 15(a), which will continue to apply in court as well as in arbitration), or the enforceability of these Terms as to any other controversy, claim or dispute.
- Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are applicable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and we agree that the arbitrator will decide that issue.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.
Any dispute, claim, or controversy subject to Arbitration, shall be governed by and construed in accordance with the laws of the state of New York in accordance with Section 16.
Prior to initiating an arbitration, you and we each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to us must be sent to The Educators Link Attn: Legal Department, P.O. Box 62, Port Washington, N.Y. 11050. Neither party shall initiate arbitration until 30 days after the notice is sent. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph.
Initiating Arbitration. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against us must send the written Demand for Arbitration to The Educators Link Attn: Legal Department, P.O. Box 62, Port Washington, N.Y. 11050. The arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted. The arbitrator will be selected by the parties from the AAA’s National Roster of Arbitrators. If the parties are unable to agree upon an arbitrator after a good faith meet and confer effort, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
A party who wishes to arbitrate a dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited.
- Location and Procedure.
The arbitration will be conducted in Nassau County, New York. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.
- Arbitrator’s Decision.
The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An arbitrator’s decision shall be final and binding on all parties. An arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in Arbitration, you may seek an award of attorneys’ fees and expenses to the extent permitted under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover attorneys’ fees and expenses if we prevail in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
- Severability and Survival.
If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
- Agreement to Binding Arbitration Between You and Us.
- GOVERNING LAW AND CHOICE OF FORUM
We operate the Services (excluding the Linked Sites, over which we have no authority or control) from our offices within the State of New York (which may be subject to change from time to time at our sole discretion). The Services can be accessed from all 50 states. As each of these places has laws that may differ from those of New York, by accessing the Services, you agree that these Terms and your use of the Services shall be governed in all respect by the internal substantive laws of the State of New York, without regard to any conflict of laws provision or rule, and shall not be governed by the United Nations Convention on the International Sale of Goods.
Except to the extent that arbitration is required, any action or proceeding relating to any dispute under these Terms may only be instituted in state court in Nassau County, New York or in federal court in Nassau County, New York. Accordingly, you and we consent to the exclusive personal jurisdiction and venue of such courts for such matters.
- OTHER GENERAL PROVISIONS
- Subcontractors. We may retain or engage, in our sole discretion, subcontractors to assist us in the arrangement or provision of the Services. We shall have the sole authority to retain, terminate or control such subcontractors without prior notice to you.
- Remedies. These Terms are for the benefit of us and any third party beneficiaries, our and their respective officers, directors, employees, affiliated and related entities, agents, licensors, and suppliers. Each of these individuals and entities shall have the right to assert and enforce these Terms directly against you on its (or their own) behalf. We may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Our remedies are cumulative and not exclusive. Our failure to act with respect to a breach of these Terms by you or others does not waive our right to act with respect to subsequent or similar breaches.
- No Fiduciary Relationship. You and we are dealing at arms’ length and creating a commercial relationship. We are not your agent or your fiduciary.
- Severability. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
- Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent.
- Our Relationship. No joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms or use of the Services.
- Headings. The headings used in the Terms are for the convenience of the parties and for reference purposes only and shall not form a part of affect the interpretation of these Terms.
- Survival. Except as provided herein, the rights and obligations arising from these Terms shall survive the termination of these Terms.
- Force Majeure Event. Performance by either you or us may be excused by the occurrence of events beyond the control of the parties, including unavoidable travel interruptions, flood or other weather-related emergency or disaster, fire, strikes or labor and employment disputes, pandemic, or terrorism, provided that the affected party provides notice to the other as soon as reasonably possible after the occurrence of a force majeure event. Upon the declaration of a force majeure event, neither you nor us shall bear liability to the other for non- performance. We shall work together in good faith to discuss alternative dates for the event.