UTORIAL TERMS AND CONDITIONS

THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES. PLEASE READ IT CAREFULLY.

PLEASE READ THIS "TERMS OF USE" AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE.

Terms of Use

These Terms of Service (“Terms”) govern your access to and use of the Services, websites, and applications offered by Utorial (the “Service”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms.

We may, at our sole discretion, modify these Terms of Use at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications. These Terms of Use were last modified as of January 13, 2012.

Description of Service

The Utorial Service provides one-on-one video coaching tutorials between a Tutor and a person. Payments for all class fees are transacted directly through Utorial’s website.

We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.

Use of the Service

You may use the Service only if you can form a binding contract with Utorial, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You must provide us accurate information, including your real name, when you create your account on Utorial.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords (that use a combination of upper and lower case letters, numbers and symbols) with your account. Utorial will not be liable for any loss or damage arising from your failure to comply with these requirements.

User Content

“Content” means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. Utorial does not guarantee any confidentiality with respect to a content, regardless of whether or not it is published. You are solely responsible for your own content and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your Content (and all content included therein), including the right to authorize Utorial to use the Content in the manner contemplated by the Service and these Terms of Use.

Copyright, Licenses and User Submissions

The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Utorial, its affiliates and/or other third party licensors. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material on the service, including text, graphics, code and/or software. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service in a manner not authorized by Utorial in writing. You may not engage in practices of “screen scraping,” “database scraping” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Utorial in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Utorial or its affiliates without express written consent. You may not use meta tags or any other “hidden text” utilizing the Utorial name or trademarks without the express written consent of Utorial.

By submitting, posting or displaying Content on or through the Service, you grant us a worldwide, non-exclusive, irrevocable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

You agree that this license includes the right for other users of the Service to modify your Content, and for Utorial to make your Content available to others for the publication, distribution, syndication, or broadcast of such Content on other media and Services, subject to our terms and conditions for such Content use. Such additional uses by Utorial or others may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Service.

We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

Utorial’s Licenses to You

Subject to these Terms, Utorial gives you a worldwide, royalty-free, non-assignable and non-exclusive revokable license to re-post any of the Content on Utorial anywhere on the rest of the web provided that the user who created the content has not explicitly marked the content as not for reproduction, and provided that you: (a) do not modify the Content; (b) attribute Utorial with a human and machine-followable link (an A tag) linking back to the page displaying the original source of the content on Utorial.tv (c) upon request, either by Utorial or a user, remove the user’s name from Content which the user has subsequently made anonymous; (d) upon request, either by Utorial or by a user who contributed to the Content, make a reasonable effort to update a particular piece of Content to the latest version on Utorial.tv; and (e) upon request, either by Utorial or by a user who contributed to the Content, make a reasonable attempt to delete Content that has been deleted on Utorial.tv.

Your Content will be viewable by other users of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Service. Any use of or reliance on any Content or materials posted via the Service or obtained by you through the Service is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will Utorial be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Service or broadcast elsewhere.

You are responsible for your use of the Service, for any Content you provide, and for any resulting consequences, including the use of your Content by other users and third parties partners. You understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. Utorial will not be responsible or liable for any use of your Content by Utorial in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Utorial, its users and the public.

Rules

You must not do any of the following while accessing or using the Service: (i) use the Service for any unlawful purposes or for promotion of illegal activities; (ii) post any Content (as defined below) or use the Service in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws, and any laws applicable to you), or any contractual or other legal obligation; (iii) post Content that is hateful, abusive, threatening, profane, or otherwise objectionable; (iv) post Content or use the Service to create an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (v) publish or post other people’s private or personally identifiable information without their express authorization and permission; (vi) use the Service for the purpose of spamming anyone; (vii) publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; (viii) access or tamper with non-public areas of the Service, Utorial’s computer systems, or the technical delivery systems of Utorial’s providers; (ix) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (x) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Utorial (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Utorial (crawling the Service is permissible in accordance with these Terms, but scraping the Service without the prior consent of Utorial except as permitted by these Terms is expressly prohibited); (xi) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or (xii) interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

We may make available one or more APIs for interacting with the Service. Your use of any Utorial API is subject to these terms and the Utorial API Rules, which will be posted before we make these APIs available (as part of these Terms).

Proprietary Rights

All right, title, and interest in and to the Service (excluding Content provided by users) are and will remain the exclusive property of Utorial and its licensors. The Service is protected by copyright, trademark, and other laws of New South Wales, Australia and foreign countries. Except as expressly provided herein, nothing in the Terms gives you a right to use the Utorial name or any of the Utorial trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by Utorial on the Service are subject to change. In consideration for Utorial granting you access to and use of the Service, you agree that Utorial and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

Copyright Policy

Utorial respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorised to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) 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; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have 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 (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner to copyright@utorial.tv.

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Utorial will also terminate a user’s account if the user is determined to be an infringer.

Rules for people who make bookings

You agree to accept all of the terms and conditions including the cancellation policy listed in the Service when you agree to book a class on Utorial.

The Tutorials offered on Utorial are offered directly by the Tutors. Utorial is not responsible or liable for any information on its Service listings or profiles.

All Tutorials offered on Utorial are valid only for the specified date. Utorial is not responsible for any changes or cancellations made to classes by the Tutorial.

You agree to attend each Tutorial solely for educational purposes, and not with the goal of copying any materials or techniques for purposes of your own or others’ classes.

Rules for Tutors

By listing a Turorial on Utorial, you are agreeing to be sub-contracted by Utorial for the purposes of giving a Tutorial (see ‘Sub Contractor’ agreement). We will contact you after your registration in order to accredit your skills, experience and/ or qualifications, either by email, mail or phone as required. Failure to provide adequate and authentic proof of these may result in your profile being temporarily suspended or specific Tutorials and subjects being blocked from your Profile until such time as adequate proof can be provided.

By listing a Tutorial on Utorial, you understand that it is publicly available to be viewed and booked by any student.

By listing a Tutorial on Utorial, you agree to honor any bookings through Utorial at the price and time listed in the Service, and not to refuse a booking or attendance by any student for any discriminatory or other illegal reason.

You represent and warrant to Utorial that you are qualified to teach the Tutoriales that you list with the Service and that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws.

You agree not to abuse your students’ personal information. Abuse is defined as using personal information for any purpose other than those explicitly specified in your Tutorial without the students’ prior consent.

You understand that, if you teach a Tutorial, your students will have the opportunity to review their experience with you. We cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.

Teaching or Attending a Tutorial

Your teaching or attendance of a Tutorial is at your sole risk. Utorial does not supervise Tutorials and while every effort is made to validate each Tutor we request that our users exercise caution and good judgment when attending Tutorials. You acknowledge and agree that by participating in any Tutorial (either party) you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage and death. You are solely responsible for all costs and/or risks associated with your participation in any Tutorial. To the fullest extent permitted by law, you hereby release Utorial and each of the other Utorial parties from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to your participation in any event, whether as a student or teacher. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators and assigns. Utorial reserves the right to, but is under no obligation, to delete the listing of any Tutorial at any time and for any reason.

Privacy

Utorial values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service. By using the Service you consent to the transfer of your information to Australia and/or other countries for storage, processing and use by Utorial.

Fees

Utorial charges a fee of 20% of the tutorial fee.

All tutorial fees are quoted in USD which is translated into the local currency of the person making the booking underneath the quoted USD price for each tutorial. The local currency price of the tutorial is converted from the USD price using the mid-market rate that is updated daily.

The fee for a full tutorial is paid for by the person making the booking at the time of booking the tutorial. Utorial.tv holds the money until the tutorial is delivered and then transfers the tutorial fee (less Utorial.tv 20% commission) to the tutor’s PayPal account 7 days after the tutorial has been delivered (during which time the payer may make a complaint). Any PayPal fees incurred in the transfer of funds from Utorial.tv to the tutor are borne by the tutor.

Cancellation

The party making the booking or a Tutor may cancel a Tutorial up to 48 prior to the start of a Tutorial, in which case a full refund will be issued to the them and the Tutor will not be paid.

If they cancels a Tutorial within 48 hours of the start of a Tutorial, the full cost will be payable to the Tutor, with 20% commission passing to Utorial.

If a Tutor cancels a Tutorial within 48 hours of the start of a Tutorial, the tutorial fee is refunded to the them in full within 24 hours.

Disputes

In the instance where a tutor does not attend the tutorial, the tutorial fee is returned to the them in full within 24 hours. The tutor’s account is charged a fee of $5 to cover expenses relating to processing and reversing the payment.

In the instance where the booking party does not attend the tutorial, the tutorial fee is paid to the Tutor minus Utorial’s 20% commission.

In the instance where the paying party is not satisfied with a tutorial, they may lodge a complaint within 7 days of the tutorial completion with Utorial. We will investigate the dispute and the outcome determined at utorial.tv absolute discretion. Funds and refunds will be dispersed upon this decision which will be final.

We reserve the right, at any time, to change any fees or charges for using any services provided on the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid prior to the time of the change.

Links

The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Utorial of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Disclaimers; Indemnity

Your access to and use of the Service or any Content is at your own risk. You understand and agree that the Service is provided to you on an “as is” and “as available” basis. Without limiting the foregoing, Utorial and its partners disclaim any warranties, express or implied, of merchantability, fitness for a particular purpose, or non-infringement. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. Utorial will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that Utorial has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Utorial or through the Service, will create any warranty not expressly made herein.

To the maximum extent permitted by applicable law, Utorial and its affiliates, officers, employees, agents, partners and licensors will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Utorial has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

If anyone brings a claim against us related to your actions or Content on the Service, or actions or Content by or from someone using your account, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

License

As a Member, you hereby grant us permission and a worldwide non-exclusive license to use your name(s), group name, location(s), services, approved photograph and/or likeness(es) and biographical materials solely in connection with the promotion, marketing and advertising of You and/or Service Scout. This license shall survive one year after termination of your membership.

Billing.

General. Utorial bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Utorial all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Utorial to charge your chosen payment provider (your "Payment Method"), such as PayPal, for your use of the Service. You agree to make payment using your selected Payment Method. Utorial reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Current Information Required. You must promptly notify Utorial if your payment method is cancelled (eg for loss or theft) or if you become aware of a potential breach of security, such as unauthorised disclosure or use of your username or password.

Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If Utorial does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand, or Utorial may suspend or terminate your access to the Service.

Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Utorial is authorized to charge your Payment Method. Utorial may submit those charges for payment and you will be responsible for such charges. This does not waive Utorial's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described on the applicable payment screen.

Refunds. In the instances where a user is unhappy with the tutorial that is received, a complaint must be lodged within one week of the tutorial. The disputed tutorial will be investigated by Utorial and a refund will be made should Utorial uphold the complaint at Utorials absolute discretion.

Free Trials and Other Promotions. Any free trial or other promotion, must be used within the specified time of the trial. You must choose to terminate your access to the feature or service before the end of the trial period in order to avoid being charged the applicable fee. If you terminate access prior to the end of the trial period and are inadvertently charged a fee, please contact Utorial to have the charges reversed.

Pricing.

All prices are in USD, local currencies are intended as a guide only.

Utorial attempts to make all prices published through the Service accurate. However, prices in the Service are provided by our Tutors. In the event that we have provided an inaccurate price or incorrect information due to error either by us or by a Tutor, we reserve the right to refuse or cancel purchases made through the system. When a purchase is cancelled due to pricing error, we will provide a refund of the purchase price. Price quotations listed on the Site or elsewhere in the Service are subject to change without notice prior to purchase. Prices listed on the site are per person, unless otherwise noted.

General Terms

These Terms and any action related thereto will be governed by the laws of the New South Wales, Australia without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with the Service will be brought solely in New South Wales, Australia, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than AUD $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

These Terms are the entire and exclusive agreement between Utorial and you regarding the Service (excluding any services for which you have a separate agreement with Utorial that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Utorial and you regarding the Service.

The failure of Utorial to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

We may revise these Terms from time to time. The most current version will always be on this page (or such other page as the Service may indicate). If the revision, in our sole discretion, is material we will notify you via posting to our website or e-mail to the email associated with your account. By continuing to access or use the Service after those revisions

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