Version 1.0 April 24, 2020
Thank you for choosing the PrivateTutors service.
PrivateTutors is owned by PrivateTutors which is a company organized under the laws of the Republic of Ireland (“PrivateTutors”) with number 655034.
This Terms of Service Agreement (the “Terms”) is a legally binding contract which contains the terms and conditions under which You are able to use Services provided by PrivateTutors. Please read carefully this Terms of Service Agreement document, and keep a copy of it for your reference. BY USING OUR SERVICES OR ACCESSING ANY CONTENT THAT IS MADE AVAILABLE BY PRIVATETUTORS, YOU EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS AS SET FORTH IN THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH PRIVATETUTORS IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE OR ACCESS OUR SERVICES.
1.1 The following definitions explain some of the terminology and abbreviations used throughout the Terms:
2.1 In order to use the Service, You must:
be at least eighteen (18) years old and able to enter into contracts;complete the registration process;agree to these Terms;
continually provide true, complete, and up-to-date contact information; be based in the European Union, United States or Canada; By using the Service, You represent and warrant that You meet all the requirements listed above, and that You won’t use the Service in a way that violates any laws or regulations.Note that by representing and warranting, You are making a legally enforceable promise.PrivateTutors may refuse service, close accounts of any users, and change eligibility requirements at any time.
(B) Account and Password
2.2 You are responsible for keeping your account name and password confidential. You are also responsible for any account that You have access to and any activity occurring in such account (other than activity that PrivateTutors is directly responsible for that is not performed in accordance with your instructions), whether or not You authorized that activity. You will immediately notify us of any unauthorized access or use of your account. We are not responsible for any losses due to stolen or hacked passwords that are caused by or result from your negligence. We don’t have access to your current password, and for security reasons, we may only provide You with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, You represent and warrant that all information You provide to us when You establish an account, and when You access and use the Service, is and will remain complete and accurate.
(C) Service fees, cancelation and refund
2.3 Services are available to You upon registration on the Site and purchase of Service credits, purchase of notes, or payment of the monthly subscription fee. PrivateTutors reserves the right to amend the fees or to institute new fees at any time upon reasonable notice posted in advance on Site or through the App. Any changes to the subscription pricing will not affect User’s current subscription period and will become effective upon subscription renewal.
2.4 Subscription plan renews automatically at the completion of the billing term. The subscription fee will be charged automatically to the payment method You have selected. If You would like to discontinue automatic renewal, You may login at the Site and turn off auto-renewal. PrivateTutors may offer a free trial period for using the Services. Any unused portion of a free trial period, if offered, will be forfeited when the User purchases a subscription.
2.5 PrivateTutors won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, force majeure, changes to law or regulations, strikes, pandemics, power blackouts, unusually severe weather conditions, and acts of hackers, Mobile Phone Carriers or third-party internet service providers. All services provided by PrivateTutors, whether paid or free, are provided on a “Best Effort” basis, which means that there are no guarantees made that the services will perform as the User expects and no guarantees made about the timeliness or on-time delivery..
2.6 Use of Services may entail additional costs that are not charged by us. These costs may include your carriers’ charges for sending or receiving Skype / Whatsapp or other remote third party conferencing costs. We are not responsible for such costs and You understand and agree to bear such costs. Any and all taxes, duties and similar cost, imposed upon, due to, or arising from the Services, will be the responsibility of the User.
2.7 By registering for the Services You are providing us with your e-mail address and phone number. You hereby confirm and agree that we may contact You using such contact information, for any matters relating to the Services. You may opt-out of Service messages by terminating your account as described in these Terms.
(E) Acceptable use
(i) send or otherwise post commercial communications (such as but not limited to spam) through the Service;
(ii) collect our Users’ information, or otherwise access the Service, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
(iii) upload viruses or other malicious code;
(iv) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
(v) take any action creating a disproportionately large usage load on our Services unless expressly permitted by PrivateTutors;
(vi) create more than one account, add a phone number to multiple accounts, add a phone number that You do not have express permission to contact or share your account with anyone;
(vii) communicate any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else’s rights;
(viii) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website
2.9 PrivateTutors reserves the exclusive right but not the obligation to instantly dismiss any account where it is believed, by sole will and discretion, that any transmission made by them is linked or connected with any spam or other unsolicited messaging activities, such as unlawfully engaging in any unsolicited advertising, marketing, polling, surveying, collections or other activities, including, without limitation, any activities that disrupt anti-spam regulations.
(F) Safety guidelines
2.10 You are advised against, and agree not to depend solely on our Services for critical reminders, emergencies, alarms and other situations where a system failure could cause costly, fatal or otherwise serious damage or injury.
(G) PrivateTutors role and control of information
2.11 PrivateTutors is not responsible for accurateness, integrity, quality or appropriateness of any text messages or other material sent through the Services. PrivateTutors acts as a passive conduit for the transmission and distribution of the Subscriber’s information. The User is deemed the sender of the message sent; not PrivateTutors. PrivateTutors bears no duty to monitor, screen, and preview any content created by the User, including message text, but PrivateTutors may choose to monitor, screen, or preview this content at any time for any reason, including but not limited to regular administrative purposes, for troubleshooting, improving the service, and to comply with Legislation.
2.12 Liability will not be imposed upon PrivateTutors in any way for any content, including but not limited to, for any faults or errors in any Content; loss, destruction or degradation of any Content; or for any loss or damage of any kind incurred as a result of the use of any Content stored, sent, accessed, posted or otherwise transmitted via PrivateTutors Services.
(H) Compliance with the Law
2.13 You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for You to use in light of your obligations under any regulations. If You collect any personal information pertaining to a minor and store such information within your PrivateTutors account, You represent and warrant that You have obtained valid consent from the minor according to the applicable laws of the jurisdiction in which the minor lives, or that You have otherwise obtained the required parental or guardian consent according to the applicable laws of the jurisdiction in which the minor lives. If You store anyone’s contact information in your account, You represent and warrant You have their express consent to contact them.
3.1 The copyright and all intellectual property rights on the Site, App and the Service software belong to PrivateTutors are used with appropriate permissions. It includes design, all database rights, trade marks, text, graphics, code, file and links, service marks, and the selection and set up thereof. All rights are reserved.
3.2 Subject to your compliance with these Terms, we grant You a limited, non-exclusive, non-transferable, non-sub-licensable license to access and use the Site, the App and other content provided by PrivateTutors. Except as expressly permitted in these Terms, You may not: copy, modify or create derivative works based on the Site, the App, their Content, or Services; distribute, transfer, sublicense, lease, lend or rent the Site, the App, their Content, or Services to any third party; reverse engineer, decompile or disassemble the Site, the App, their Content, or Services; or make the functionality of the Services available to multiple Users through any means.
4.1 We reserve the right to change, amend, improve, institute new or remove any existing Service at any time without advance notice.
4.2 Use of Services may be suspended for the duration of any unexpected or unscheduled downtime or unavailability of any portion or all of the service for any reason, including but not limited to, as a result of power outages, system failures or other interruptions; and PrivateTutors shall also be entitled, without any liability to User, to suspend access to any portion or all of the service at any time, on a service-wide basis.
5.1 The Services may be made available or accessed in connection with third party Services and content (including advertising) that PrivateTutors does not control. We may also provide You with links leading to the outside sources. You acknowledge that different Terms of Service and privacy policies may apply to your use of such third party Services and content. PrivateTutors does not endorse such third party Services and content and in no event shall PrivateTutors be responsible or liable for any products or Services of such third party providers.
7.1 You will indemnify and hold harmless PrivateTutors, its, officers, employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Site, App, Services, or your violation of these Terms.
7.2 Subject to the Contracts (Rights of Third Parties) Act 1999 condition 7.5 may be enforced by the following people in their own right: – any third party we contract or our employees.
8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PRIVATETUTORS SERVICE IS TO STOP USING THE PRIVATETUTORS SERVICE.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW PRIVATETUTORS, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE PRIVATETUTORS SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, INCLUDING WITHOUT LIMITATION ANY OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE, REGARDLESS OF LEGAL THEORY, EVEN IF PRIVATETUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PRIVATETUTORS’S AGGREGTATED LIABILTY TO YOU FOR THE SERVICES GIVING RISE TO THE CLAIM EXCEED THE AMOUNT YOU PAID PRIVATETUTORS, IN THE PREVIOUS MONTH, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.3 PrivateTutors, its officers, employees, agents, and its directors do not accept any liability and You hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services, or any errors, in or omissions from information available through the Services. PrivateTutors is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to You through the Service, nor caused by the delay, malfunction of the operation or the availability of the Service.
9.1 PRIVATETUTORS MAY MAKE CHANGES OR REPLACE OUR TERMS OF SERVICE AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON OUR SITE AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS OF SERVICE AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. CHANGED TERMS OF SERVICE AGREEMENT WILL NOT AFFECT ANY RIGHT OR OBLIGATION OF YOU OR PRIVATETUTORS UNTIL EXPIRY OF YOUR CURRENT SUBSCRIPTION PERIOD, IF YOU HAVE ONE ACTIVE. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS OF SERVICE AGREEMENT AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED IT ON OUR SITE. THE TERMS OF SERVICE AGREEMENT APPLIES REGARDLESS FROM WHICH PLATFORM YOU ACCESS OUR SERVICES, FOR AN EXAMPLE BROWSER, MOBILE APPLICATIONS AND SMS.
9.2 Please check our Terms every time You use our Services to ensure You understand them.
10.1 This Agreement shall be governed by and construed under the laws of the Republic of Ireland and EU Law, without regard to its conflict of law provisions, as applied to agreements entered into. You agree that if You have any dispute with PrivateTutors You will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations, You and we agree and hereby submit to the arbitration.
10.2 If there is intention to seek arbitration under this contract by either the User or PrivateTutors, the party pursuing arbitration holds responsibility to first notify the other party of the dispute in writing at least thirty (30) days in advance of commencing the arbitration. Notice to PrivateTutors should be sent as required by these Terms. The notice must describe the nature of the claim and the relief being sought. If User and PrivateTutors are unable to resolve the dispute within thirty (30) days of notification, either party may then proceed to file a claim for arbitration.
10.3 Any controversy or claim arising out of or relating to this contract, or the breach thereof, or any claim related to the relationship of the parties, that remains unresolved after following the stated pre-arbitration Procedures shall be settled exclusively by binding arbitration administered by arbitration. The place of arbitration shall be in Ireland. The arbitration shall be governed by the laws of the Republic of Ireland. Arbitrators will have the authority to allocate the costs of the arbitration process among the parties. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying Party in the absence of evidence presented as provided for above. The arbitrator shall decide any disputes related to the validity or enforceability of this arbitration provision. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
10.4 If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover all reasonable legal fees, expenses, and any damages or other relief we may be awarded.
11.1 To the maximum extent permitted by law, we provide the Website, App and the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Website, App and/or Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are to the fullest extent permitted by law, excluded from the Agreement.
12.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision. Nothing contained in these Terms will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship.
12.2 You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
12.3 Any notice to You will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to or any addresses as we may later post on the Website.
12.4 The Agreement makes up the entire agreement between us in relation to its subject matter and supersedes all prior agreements, representations, and understandings.
12.5 Even if this Agreement is terminated, the following sections will continue to apply: Intellectual Property rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Governing Law, Severability, and General Provisions.