Terms of Service

Last Updated October 26th, 2017

This Terms of Service ("Terms of Service" or “Terms”) sets forth the legally binding terms between EDeeU, Inc. a Delaware Corporation ("EDeeU,” “EDeeU Education", “we,” “us,” “our”) and the User (“User(s),” “you,” “your”) that govern your access to and use of (1) the EDeeU website(s), located at edeeu.com and edeeu.education, or any other EDeeU website that references these Terms (“Site(s)”), and related mobile application(s) (collectively referred to herein as the "Service"). Users include students ("Student(s)"), instructors and advisors (“Director(s) of Studies”), and anyone else who has accesses or uses the Service.   The Service is an online platform that connects Students and Directors of Studies for the purpose of furthering Students’ educational development on an ongoing basis. By accessing and using the Service, you agree to be bound by these Terms and any other terms, conditions and agreements referenced in these Terms, including without limitation the EDeeU Privacy Policy (collectively, the “Agreement”).

THIS IS A LEGAL CONTRACT.  THIS SERVICE IS NOT DESIGNED FOR USE BY PERSONS UNDER 18 YEARS OF AGE.  PLEASE READ THESE TERMS CAREFULLY.  BY ACCESSING OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AS WELL AS ANY AND ALL OTHER AGREEMENTS EXPRESSLY INCORPORATED BY REFERENCE (INCLUDING OUR PRIVACY POLICY), AND ANY ALL POLICIES OR LEGAL NOTICES WE PUBLISH OR PROVIDE REGARDING THE SERVICE.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

IF YOU CHOOSE TO USE THE SERVICE, OR INTERACT WITH OR ENTER INTO AN ARRANGEMENT WITH A DIRECTOR OF STUDIES OR A STUDENT, YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT. 

EDEEU DOES NOT ENDORSE ANY DIRECTOR OF STUDIES OR STUDENT, OR REFER ANY DIRECTOR OF STUDIES TO ANY STUDENTS OR VICE VERSA. 

THE SERVICE IS NOT AVAILABLE WHERE PROHIBITED OR LIMITED BY APPLICABLE LAWS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. 

TABLE OF CONTENTS

  1. Service Description
  2. Directors of Studies Responsibilities
  3. EDeeU Limitations
  4. Provision of Guidance Guidelines
  5. EDeeU as an Online Platform
  6. Eligibility
  7. Creating an Account
  8. License Grant
  9. License Restrictions
  10. Community Guidelines
  11. Privacy
  12. Accuracy and Completeness of Information
  13. Social Media Applications; Other Third Party Applications
  14. User Responsibilities
  15. Subscription Terms; Refunds
  16. Student Payments
  17. Payment Mentors
  18. Intellectual Property
  19. Term; Termination; Modifications; Suspension; Discontinuation
  20. User Submissions
  21. Copyright Policy
  22. Feedback
  23. Changes to the Terms of Service
  24. Disclaimer
  25. Limitation of Liability
  26. Indemnification
  27. Miscellaneous

1. Service Description

(a) For Students

Students may use the Service to browse for Directors of Studies who offer opportunities to further the Students’ educational development.  The online platform provided by the Service also provides a way for Students to communicate with those Directors of Studies who provide services that may be of interest.  Students understand and agree that applying to a specific Director of Studies will not guarantee that the Director of Studies will accept the Student’s application and provide guidance to the Student.  The kinds of opportunities that Directors of Studies offer may include, but are not limited to (collectively, “Guidance”):

  • class instruction
  • connections with other Students to build Student communities
  • assignments
  • feedback on assignments
  • recommendations for paths of study
  • office hours
  • mentorship
  • guidance through telephone and any other methods of communication that the Student and Director of Studies mutually agree upon
  • other guidance geared toward the Students’ educational development

You may browse the Site for information and even communicate with Directors of Studies and other Students free of charge, however, once you are accepted by a Director of Studies to receive Guidance, you will be required to pay fees through the Service in order to use the Service more extensively and to receive Guidance from Directors of Study, e.g., access learning materials, instruction.  If you subscribe to the Service as a Student, you will be required to pay recurring fees to the Service in accordance with the Service Fees List, which is located at [URL] and may change from time to time in our sole discretion.  Fees may be charged on a subscription basis, e.g., monthly, or as a fixed fee.  EDeeU is processing payments through its Service Provider, Stripe, on behalf of the Students and Directors of Studies.  A portion of the Service Fees will be retained by EDeeU as a fee for using the Service, and the rest will be remitted to the Directors of Studies.   EDeeU provides the Service for the convenience of Students and Directors of Studies to communicate in order to decide if they want to enter into a separate agreement with each other, separate and apart from EDeeU. More detailed payment terms are set forth in Section 15 below.

(b) Directors of Studies

Directors of Studies interested in using the Service to make information about the Guidance he or she wish to provide to Students are required to contact EDeeU at alexander@edeeu.com.  By submitting information as a Director of Studies, a User understands and agrees that anyone with access to the Service may view his/her information and his/her Director of Studies’ profile. EDeeU does not guarantee that a certain number of Users or a specific individual will view User’s information, nor does EDeeU guarantee that the User will be contacted for Guidance. In the event that the User is accepted as a Director of Studies with EDeeU, the User understands and agrees that the information the User provides must be true and accurate and that the User has the proper qualifications and expertise to deliver the Guidance to Students. The User is solely responsible for the form and Content of all information provided and all information included in his/her profile.

If a Student applies to a specific Director of Studies, it is each Director of Studies’ sole discretion to accept the application in each instance. The Director of Studies is not compelled or required to accept a Student. However, the Director of Studies must comply with Applicable Law when accepting or rejecting a request for Guidance from a Student. 

2. Directors of Studies Responsibilities

Each Director of Studies must provide EDeeU with any information requested (which may include an application form) in order for EDeeU to display the Guidance that he or she would like to make available to Students through the Service, including but not limited to the a description of the Guidance to be provided. EDeeU has sole discretion as to what Guidance is accepted into the Service and we reserve the right to reject any Guidance and remove any Guidance from the platform at any time and for any reason. Additionally, EDeeU has sole discretion to edit the Guidance description as it appears on the Service. EDeeU has sole discretion as to which Directors of Studies are accepted into the platform and we reserve the right to reject any potential Director of Studies and remove or suspend any existing Director of Studies from the Service at any time and for any reason.

Directors of Studies are solely responsible for (1) obtaining ANY AND all licenses, degrees, certifications, permissions, consents and qualifications, AND (2) COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS required to offer or TO provide any Guidance to Students.  EDeeU assumes no responsibility for any Director of Studies’ failure to obtain such licenses, permissions, consents or qualifications, or otherwise comply with any applicable laws, rules or regulations WITH REGARD THERETO.

3. EDeeU Limitations

Each Director of Studies understands and agrees that EDeeU is neither an insurer nor a contracting agent or employer of you as a Director of Studies.  EDeeU and Directors of Studies are independent contractors.  If a Student subscribes to Guidance through the Service provided by a Director of Studies,[the Director of Studies and the Student must enter into a written agreement with regard to such Guidance.] Any agreement entered into with such Student is between the Director of Studies and the Student, and EDeeU is not a party thereto. Notwithstanding the foregoing, EDeeU [will provide payment processing services through its service provider, Stripe, that will process payments for the purpose of accepting payments from Students on behalf of the Directors of Studies.  Each Director of Studies acknowledges and agrees to be responsible for his or her acts and omissions under these Terms.

4. Provision of Guidance Guidelines

While providing Guidance, each Director of Studies:

  • has the right to refrain from sharing his/her personal information with the User;
  • will not guarantee specific educational outcomes from Guidance;
  • will make good faith to act in the best educational interests in the User; and
  • and will not offer or solicit Guidance to anyone under the age of 18.

5. EDeeU as an Online Platform

EDeeU only provides an online platform and payment processing Service for subscriptions to Guidance provided by Directors of Studies.  EDeeU does not control any Director of Studies or any Student.  In addition EDeeU does NOT:

  • provide any Guidance. 
  • endorse any Director of Studies or any Student. 
  • enter into any agreements regarding Guidance between Directors of Studies or Students
  • control the behavior of any Users, including Students or Directors of Studies
  • control, assess or make any judgment regarding the quality of Guidance provided by Directors of Studies
  • guarantee or endorse the quality, safety, or legality of Guidance provided by Directors of Studies. EDeeU disclaims all liability in this regard. EDeeU is not a party to any of the agreements entered into between Directors of Studies and Students.

6. Eligibility

The Service is intended solely for users who are 18 years of age or older. By accessing or using the Service, you represent and warrant that: (i) you are 18 years of age or older and otherwise have capacity to contract; and (ii) if you are accessing or using the Service on behalf of an entity, you have the authority to bind that entity to these Terms. The Service is controlled and offered by EDeeU from the United States.  EDeeU makes no representations that the Service is appropriate or available for use in other locations.

7. Creating an Account

In order to place an order for Guidance as a Student, or apply to become a Director of Studies, you must first create an Account. To access the Service and set up an Account, you may be asked to provide certain registration details or other information. You represent and warrant that: (i) all required registration information you submit is correct, current, and complete; (ii) you will maintain the accuracy of such information; (iii) your use of the Service does not violate any Applicable Laws or regulation; (iv) all of your communications with other Users will be in good faith and truthful; and (v) your facility and the location from where you are accessing and using the Service are located in the United States. You agree that all information you provide to register for an Account, through the Service or otherwise, including but not limited to through the use of any Interactive Features of the Service is:  (A) true and accurate and (B) governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

8. License Grant

Subject to these Terms, EDeeU grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, restricted license to access and use the Service solely to: (i) browse or otherwise access information about Students, Directors of Studies and the Service; and (ii) submit information requested or required to create an Account. 

9. License Restrictions

You hereby represent, warrant, and agree that you will: (i) use the Service solely for personal, non-commercial use in accordance with Section 2.1 above; and (ii) NOT use the Service to (a) rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Service, or any part thereof; (b) modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of, the Service; (c) access the Service in order to build a similar or competitive service; (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Service; (e) upload, transmit, or distribute any computer viruses, worms, or any software or attempt to gain unauthorized access to interfere with, disable, damage or alter, or disrupt a computer or communication network, handheld device, mobile device, data, any part of the Service, the server(s) on which the Service is stored, any server, computer, or database connected to the Service, or any other system, device or property; (f) access (or attempt to access) the Service by means other than through the interface that is provided by EDeeU; (g) remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices); (h) circumvent, disable, or otherwise interfere with the security or functionality of the Service or of features that enforce limitations on use of the Service; (i) infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (j) violate any law, statute, ordinance, or regulation, including, but not limited to, applicable export and re-export control laws and regulations; or (k) run any processes that interferes with the proper working of the Service (including by placing an unreasonable load on the Service’s infrastructure).  Use of the Service is void where prohibited. 

10. Community Guidelines

EDeeU Users agree that there are risks when dealing with other Users, and EDeeU is not liable for these risks. In addition, you agree not to use the Service to:

  • upload, post, email, transmit or otherwise make available any content that EDeeU deems to be harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service;
  • upload, post, email, transmit or otherwise make available any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • publish or transmit any illegal material, or any material that infringes or violates another person's rights (including intellectual property rights, and rights of privacy and publicity);
  • impersonate any person or entity, create a false identity, or falsely state or otherwise misrepresent User’s self or User’s affiliation with any person or entity;
  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
  • intimidate, stalk or harass another;
  • harm minors in any way;
  • use or attempt to use another's account, service or system; or
  • engage in or use any data mining, robots, scraping or similar data gathering or extraction methods;

11. Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal information collected from you in connection with your use of the Service (including any personal information obtained through the Social Media Applications).  Please carefully review our Privacy Policy to learn about how we collect and use your personal information before accessing the Service.  We do not store your user names or passwords for the Social Media Applications nor does the Service use “friend” or “follower” data from any Social Media Applications.

The data collected from and about you via the Service is used as generally described in our Privacy Policy and more specifically to (collectively, the “Data Uses”):

  • Contact you about any requests for information you have made to the Service;
  • Diagnose problems with and/or improve the Service;
  • Gather broad, aggregated information to help EDeeU understand end user interests;
  • Market the Service;
  • Improve the performance of the Service; and
  • Validate, modify, enhance and/or improve any of EDeeU’s products, services and/or data, including the Service.

We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to use the Service. If you believe that we might have any personal information from or about a child under 13, please contact Alexander Coward at alexander@edeeu.com.

12. Accuracy and Completeness of Information

EDeeU is not responsible for any harm or damage that may occur if information made available on or through the Service by EDeeU  or by any Director of Studies, Student or any other person or entity (including certain information or other content from third parties), is not accurate, reliable, effective, complete, or current, and we make no endorsement, representation, warranty, or guarantee of any kind about any such content, information, services, communications, or recommendations (“EDeeU Content”).  Such EDeeU Content is provided for general information only and should not be relied upon or used as the basis for making decisions without interacting with the Director of Studies and Students directly. We do not represent, warrant, or guarantee that any Service Provider, Director of Studies, Student or other person or entity contributing to the EDeeU Services is presenting accurate or complete information through the EDeeU Services or otherwise. We do not independently verify or attempt to confirm any information they provide. You acknowledge that information provided through the EDeeU Services may be unavailable, inaccurate, or incomplete, including any representations made to perform debt collection services, and any information about any specific Student or Director of Studies.

13. Social Media Applications; Other Third Party Applications  

You understand and agree that any Social Media Application’s use of information it has collected from you is governed by each Social Media Application’s privacy policies, terms of service, and your settings on each third-party site or service. 

The Service may contain links to other third-party sites and services, and use functionality from third-party sites or services, including from the Social Media Applications, all of which EDeeU does not control or maintain. We are not responsible for the privacy practices, terms, conditions or any other activities of any third-party site or service.

14. User Responsibilities

You are acknowledge and agree that you are solely responsible for: (i) making all arrangements necessary to access and use the Service, including, as applicable, ensuring your computer and/or supported mobile device includes adequate software or internet connectivity; (ii) any and all costs, including but not limited to, internet or mobile data costs, you may incur while accessing and using the Service; (iii) any costs or liabilities arising from, associated with, or relating to, Guidance or your use of the Service; (iv) ensuring that your use of the Services does not violate any third party trademarks or other intellectual property; (v) by submitting information to EDeeU that you are solely responsible for the form and Content you submit to the Service and all information included in your Account and that all such information (including Content) is true and accurate. 

15. Payments Generally; Refunds

Payments

By using EDeeU’s Service and subscribing to receive Guidance from a Director of Studies, the Student agrees to pay all costs associated with Guidance provided by Directors of Studies through EDeeU, including all Service Fees. The Director of Studies will provide the relevant Guidance to the Student as if the Director of Studies had received payment directly. EDeeU, as a limited payment collection agent for the Director of Studies, agrees to facilitate the payment of any Director of Studies subscription fees (less the EDeeU Fee) for Guidance.

Ending Guidance; Refunds  

Directors of Studies can cease providing Guidance to a Student at the Director of Studies’ discretion, for any reason other than those that are unlawful. The Student will also receive a pro rata refund within fourteen (14) days if his/her subscription or other arrangement to receive to Guidance is terminated by his/her Director of Studies. A Student can also terminate a relationship with a Director of Studies for any reason, and the student shall be provided a pro rata refund within fourteen (14) days of terminating his/her subscription or other arrangement to receive Guidance from a Director of Studies.

Each Student agrees to pay all applicable subscription fees for Guidance as set forth on the Site. All subscription fees are payable in the currency specified on the Site at the time of purchase. The User shall be responsible for all taxes associated with the Service other than U.S. taxes based on EDeeU’s net income. The User hereby authorizes EDeeU to bill the User’s payment instrument upon confirmation of a purchase, and the User further agrees to pay any charges so incurred. If a User disputes any charges, the User must let EDeeU know within sixty (60) days after the date that EDeeU charges the User.

Director of Studies Payment

EDeeU will transfer a portion of the monthly subscription fees to the Director of Studies for each Student subscription within fourteen (14) days after the end of the month, less the 17% fee payable to EDeeU for hosting the marketplace.. 

16. Student Payments

Payments for Service are processed using commercial check, wire transfer, or through one of our third-party payment service provider(s), currently Stripe (each, a “Payment Service Provider”). Each of our Payment Service Providers accepts the Payment Methods listed below. EDeeU does not view or store your full credit card information. For all purchases, our Payment Service Providers will collect your payment method details and charge your payment method in connection with a Confirmation Notice.

You represent and warrant that (a) the Account, order, and payment method information you supply to us or our Payment Service Providers, as applicable, is true, correct and complete, (b) you are duly authorized to use such payment method for the purchase, (c) charges incurred by you will be honored by your payment method company, (d) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any, (e) you will not transfer the Service or password to anyone else, and (f) you will report to us any unauthorized or prohibited access or use of the Service through your Account.

If any of your Account, order, or payment method information changes, you agree to promptly update this information, so that we or our Payment Service Providers may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third party in connection with your use of the Site or the Service. 

17. Payment Methods

Payment for Service Fees can be made using ACH, credit card, commercial check, or wire transfer.  If you use a credit card to pay the Service Fees, you hereby consent that we may submit charges to be charged to your credit card for the Service Fees on a monthly basis in accordance with the Terms.

Credit cards accepted: American Express, Discover, MasterCard, and Visa.

18. Intellectual Property

You acknowledge and agree that EDeeU and its licensors own all rights, title and interest, including all intellectual property rights and other proprietary rights, including, but not limited to, registered and unregistered, United States and foreign copyrights, trademarks, service marks, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated) in and to the Service and its entire contents, materials, features, functionality (including but not limited to all information, software, technology, methodology, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and other services included on or otherwise made available to you through the Service or EDeeU (“EDeeU Works”) and the Feedback (as defined in Section 21 below), and no rights in the foregoing are transferred to you hereunder.

19. Term; Termination; Modifications; Suspension; Discontinuation

These Terms will be effective on the first day that you access and/or use the Service and will remain in full force and effect so long as you continue to access and/or use the Service, unless terminated as set forth in this Section. EDeeU may terminate your license under Section 2.1 above at any time, without notice, in its sole discretion, for any reason, including, but not limited to, your failure to abide by these Terms, any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish by regarding the Service.  The terms in Sections 10-14 and 18-27 of these Terms will survive termination your license under Section 2. EDeeU reserves the right, at any time, to modify, suspend, or discontinue the Service, or any part thereof, in its sole discretion with or without notice to you.

You agree that EDeeU will not be liable to you or to any third party for any termination, modification, suspension, or discontinuance of the Service, or any part thereof. 

20. User Submissions

If you do post or submit User Submissions, and unless we indicate otherwise, you grant EDeeU a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant EDeeU the right to use the name that you submit in connection with such content, at EDeeU’s option. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify EDeeU for all claims resulting from content you supply. EDeeU has the right but not the obligation to monitor and edit or remove any activity or content. EDeeU takes no responsibility and assumes no liability for any content posted by you or any third party.

21. Copyright Policy

EDeeU respects the rights of all copyright holders and has adopted and implemented a policy that provides for the removal from its Site those materials that infringe the rights of copyright holders. If you believe that any material on our Site infringes upon any copyright that you own or control, please provide EDeeU’s Copyright Agent (below) with the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

Information reasonably sufficient to permit us to contact the complaining party;

A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The EDeeU Copyright Agent for notice of claims of copyright infringement on or regarding the Website can be reached as follows:

EDeeU, Inc., 1111 The Alameda, Berkeley, CA 94707

E-mail: alexander@edeeu.com

Counter-Notice

If you believe that any of your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Partners’ Copyright Agent:

Your physical or electronic signature;

Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Partners’ Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the Partners’ sole discretion.

22. Feedback

You may choose to, or we may invite you to, submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place EDeeU under any fiduciary or other obligation. EDeeU reserves the right to replicate the User's comments about the Service and Guidance provided by Directors of Studies sent to EDeeU in promotional materials and/or in business development materials, along with User's first name. If you provide us feedback or contact us via e-mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply. Users acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service provided by Users to EDeeU are non-confidential and EDeeU will be entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to Users.

23. Changes to the Terms of Service

EDeeU may update these Terms from time to time. When we do, we will revise the “last updated” date at the top of these Terms. EDeeU is not responsible for notifying you of changes to these Terms. You are responsible for checking these Terms, including our Privacy Policy and all other documents incorporated by reference, for updates periodically. For changes to these Terms that we deem to be material, we will endeavor to place a prominent notice on the home page of the Service regarding such changes.  If at any time you do not agree to these Terms, please do not access or use the Service.

24. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EDEEU WORKS (INCLUDING THE SERVICE) ARE PROVIDED BY EDEEU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES WHATSOEVER.  EDEEU DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES, PERFORMANCE RESULTS (INCLUDING AVAILABILITY OR QUALITY OF GUIDANCE), WORKMANLIKE EFFORT, OR THAT THE EDEEU WORKS (INCLUDING THE SERVICE) WILL BE: (A) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) UNINTERRUPTED OR ERROR FREE; OR (C) FREE OF OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE CONTENT, OR SERVICE WILL NOT VIOLATE ANY THIRD-PARTY TRADEMARKS OR OTHER INTELLECTUAL PROPERTY.

25. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDEEU OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “EDEEU PARTIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING UNDER OR RELATING TO THE EDEEU WORKS (INCLUDING THE SERVICE) OR THESE TERMS (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), IN EACH CASE WHETHER BASED ON STATUTE, WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EDEEU IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDEEU OR THE EDEEU PARTIES BE LIABLE FOR ANY DIRECT DAMAGES ARISING UNDER OR RELATING TO THE EDEEU WORKS (INCLUDING THE SERVICE) OR THESE TERMS EXCEEDING ONE HUNDRED UNITED STATES DOLLARS ($100 USD).

26. Indemnification

You agree to indemnify, defend and hold harmless the EDeeU Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your (i) violation of these Terms;(ii) use of the Service ( including, but not limited to your submission of applications for Directors of Studies, selection of Directors of Studies by Students, and any interaction between Students and Directors of Studies; (iii) use of the EDeeU Works (including the Service), other than as expressly authorized in these Terms; or (iv)  use of any information obtained from the Service, including any information about Students and Directors of Studies.

27. Miscellaneous

27.1. Force Majeure

EDeeU will not be liable or responsible to you to the extent any failure or delay is caused by or results from acts or circumstances beyond EDeeU’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

27.2  Governing Law; Disputes; Arbitration

These Terms will be governed by the laws of the State of California, excluding its conflicts of laws rules.  YOU AND EDEEU AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS SHALL BE FINAL AND BINDING ARBITRATION LOCATED IN SAN FRANCISCO, CALIFORNIA, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Either EDeeU or you may demand that any dispute between EDeeU and you about or involving your use of the Service, the EDeeU Works and/or these Terms must be settled by arbitration utilizing the Commercial Arbitration Rules of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent EDeeU from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

27.3. No Assignment

These Terms, and all rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by EDeeU without restriction.  Any attempted assignment by you will be null and void.

27.3. No Third Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

27.4. Notices

To You. We may provide any notice to you under these Terms by posting to the website(s) hosting the Service. Notices we post will be effective on the day we post.

To Us.  To give us notice under these Terms, you must contact us as follows: Alexander Coward, EDeeU, Inc., 1111 The Alameda, Berkeley, CA 94707

Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), or courier. Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery, or upon the fifth business day after the date sent for notices sent via certified mail. Either Party may change the address to which notices are to be delivered by written notice (excluding email) to the other Party. 

27.5. Entire Agreement; Severability; No Waiver

These Terms, as well as any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish regarding the Service constitute the entire agreement between you and EDeeU concerning your use of the Service.  If any provision of these Terms is deemed invalid, unenforceable or void by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and EDeeU’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of EDeeU.

© Copyright 2017 EDeeU, Inc.  All rights reserved.