Last Updated: August 20, 2018
This Terms of Service ("Terms of Service" or “Terms”) sets forth the legally binding terms between [KidzToPros, Inc. a Delaware corporation] and its subsidiaries and affiliates (collectively, "KidzToPros", “we,” “us,” “our”) and the User (“User(s),” “you,” “your”) that govern your access to and use of the KidzToPros website(s), located at https://www.kidztopros.com/, or any other website that references these Terms (“Site(s)”), the marketplace platform and any other platform, dashboard and software that allows Third-Party Providers (defined below) to list Enrichment Programs (the “Marketplace Platform”) and any and all related mobile application(s) (“App”) (collectively, the Sites, Marketplace Platform and App referred to herein as the "Service(s)"). Users include parents ("Parent(s)"), coaches and instructors (“Instructors”), [school faculty, administration, authorized school personnel, including Parent Teacher Association members and other run organizations (“Organizations”)], third party class and camp providers or vendors (“Third Party Providers”) and anyone else who has access to or uses the Service. By accessing and using the Service, or clicking a button or checking a box marked “I Agree” or something similar, you signify that you have read, understood and agree to be bound by these Terms and any other terms, conditions and agreements referenced in these Terms, including without limitation the KidzToPros Privacy Policy, the Additional Terms for Instructors and the Additional Terms for Third Party Providers.
THIS IS A LEGAL CONTRACT. 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 SPECIFIC TERMS APPLICABLE TO THIRD PARTY PROVIDERS AND INSTRUCTORS AND 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 ANY USER DOES NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.
SERVICE DESCRIPTION. The Service facilitates providing information, scheduling and registration for before, after and in school enrichment programs, classes and camps for children (“Enrichment Programs”).
INSTRUCTORS AND THIRD PARTY PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF KIDZTOPROS.
For Parents. Parents may use the Service to browse and register for available Enrichment Programs for their children. Enrichment Programs are administered by Instructors and/or provided by Third Party Providers. Registration Fees for Enrichment Programs are set forth in Section 7 (Fees and Payment Terms).
For Instructors. Instructors may use the Service to sign-up to offer Enrichment Programs.
For Organizations. Organizations may use the Service to (i) register a school facility to be used for an Enrichment Program and (ii) communicate with Users regarding Enrichment Programs.
For Third Party Providers. Third Party Providers may use the Service to list, schedule and register Users for Third Party Providers’ Enrichment Programs.
For All User Accounts. A User must create an account to use the Services (“User Account”). The User Account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. KidzToPros will provide you with a code that you can use to initially create and sign in to your User Account. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account code secure. You must notify KidzToPros immediately of any breach of security or unauthorized use of your User Account. KidzToPros will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile, including without limitation any information you add to a profile tab. By providing KidzToPros with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by clicking and following the instructions on the “unsubscribe” button included in such email messages or by replying STOP to the text messages. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Additional Terms for Parental Accounts. If you are registering your child(ren), including for any Enrichment Program, you must be a person who is at least 18 years of age and who is also the legal parent or guardian of a child(ren) that you are registering. A Parental User may create, register, manage and approve their child or children’s registration(s) only for their own child or children for whom they are a legal guardian. If a Parental User registers or approves the registration of an Enrichment Program for a child, the Parental User represents and warrants that the Parental User (i) is such child(ren)’s legal parent or guardian; (ii) consented to the child or children’s registration or participation in an Enrichment Program; and (iii) has provided complete and accurate information, including within the parent and child profile tabs and has the authorization and consent to provide such information. A Parental User acknowledges that KidzToPros may choose, but is not obligated, to make any inquiries, either directly or through third parties, that KidzToPros deems necessary to validate the Parental User’s registration information, including without limitation engaging third parties to provide verification services. Notwithstanding the foregoing, a Parental User acknowledges that KidzToPros cannot guarantee the accuracy of any information submitted by any User or Third Party Provider and KidzToPros is not obligated to verify the identity of any User, including any User’s claim to be a Parental User. A Parental User account may be terminated by KidzToPros at any time and without warning for any failure to abide by these Terms.
Additional Terms for Instructors. If you are a User interested in becoming an Instructor, you are required to (i) complete and pass a background check; and (ii) agree to the Additional Terms for Instructors available on the Instructor's dashboard within the App ("Instructor Account") or made available to you by KidzToPros from time to time. You understand that you and your use of the Service is subject to such Additional Terms for Instructors. By submitting information as an Instructor, you understand and agree that anyone with access to the Service may view your information and profile. KidzToPros does not guarantee that a certain number of Fees and Registrations for any Enrichment Program taught by an Instructor. Instructor is solely responsible for the form and content of all information provided and all information included in his/her profile. Rates for teaching an Enrichment Program are set forth in Section 7 (Fees and Payment Terms).
Additional Terms for Organizations. If you are an Organization and open a User Account on behalf of an entity, then (i) “you” includes you and that entity; and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You understand and agree that an Instructor is not an employee of KidzToPros and is independent contractor. You further understand and agree that certain Enrichment Programs are offered by Third Party Providers.
Additional Terms for Third Party Providers. If you are Third Party Provider and open a User Account on behalf of an entity, then (i) “you” includes you and that entity; and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. Third Party providers may submit Enrichment Program listings on the Marketplace Platform (a “KidzToPros Listing”) or on its own website (a “Private Listing”, collectively a KidzToPros Listing and a Private Listing, a “Listing”). Each Listing must include all the details related to the Enrichment Program you are offering, including any rates and fees. Third Party Providers agree to and are subject to the Additional Terms for Third Party Providers available within your User Account on the Marketplace Platform or as made available to you by KidzToPros from time to time.
License Grant. . Subject to your compliance with these Terms, KidzToPros grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use, provided however that Third Party Providers may use the Marketplace Platform for the commercial purpose of publishing Listings. Any rights not expressly granted herein are reserved by KidzToPros and KidzToPros's licensors.
Additional Terms and License Grant for the App. KidzToPros may make available software to access the Service via an App. To use the App you must have a mobile device that is compatible with the App. KidzToPros does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. KidzToPros hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for one User Account on one mobile device owned or leased solely by you. You acknowledge that KidzToPros may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license end user license agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof, and KidzToPros or its third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. KidzToPros reserves all rights not expressly granted under these Terms. If the App is being acquired on behalf of the United States Government, then the following provision applies. The App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The App originates in the United States, and is subject to United States export laws and regulations. The App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the App and the Service.
SMS/Text Messaging. KidzToPros offers you the chance to enroll to receive SMS/text messages from KidzToPros. You may enroll to receive text messages about Service-related news and alerts and/or offers for KidzToPros and services. By enrolling in KidzToPros's SMS/text messaging service, you agree to receive text messages from KidzToPros to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. To unsubscribe from text messages at any time, text STOP to [855-956-1100] or reply STOP to any text message you receive from Company. You consent that following such a request to unsubscribe, you may receive one final text message from Company confirming your request. For help, text HELP to [877-202-1554] or contact us at [contact@kidztopros.com].
App from Apple App Store. The following applies to any App you acquire from the Apple App Store ("Apple-Sourced Software"): You acknowledge and agree that these Terms is solely between you and KidzToPros, not Apple, Inc. ("Apple") and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to KidzToPros as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to KidzToPros as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party's intellectual property rights, KidzToPros, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and KidzToPros acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
Restrictions. Each type of User hereby represents, warrants, and agrees that such User:
PRIVACY.
We respect User privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal and non-personal usage information collected from Users in connection with your use of the Service (“User Data”). Please carefully review our Privacy Policy to learn about how we collect and use any User Data before accessing the Service.
We do not knowingly collect or solicit personal information from anyone under the age of 13 whose registration to the Service has not been approved by a legal parent or guardian. If any User believes that we might have any personal information from or about a child under 13 whose registration has not been approved by a legal parent or guardian, please contact us at contact@kidztopros.com.
THIRD PARTY SERVICES AND CONTENT.
The Service may contain links to other third-party sites and services (“Reference Sites”), and use functionality from third-party sites or services, including from the social media applications, all of which KidzToPros does not control or maintain. KidzToPros does not endorse any such Reference Sites or social media application or the information, materials, products, or services contained on or accessible through Reference Sites or social media applications. Further, KidzToPros is not responsible for the privacy practices, terms, conditions or any other activities of any third-party site or service. Access and use of such links, including the information, materials, products, and services on or available through reference sites is solely at your own risk.
INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS.
Each User acknowledges and agrees that KidzToPros 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 KidzToPros, and no rights in the foregoing are transferred to you hereunder except for the limited license granted above. Except as expressly set forth in these Terms, Users may not use or reference in any manner KidzToPros's company names, logos, product and service names, trademarks or services marks or those of KidzToPros' licensors without KidzToPros’s prior written consent.
FEES AND PAYMENT TERMS.
For Parents. The fees, including any transaction fees, to register your child(ren) for an Enrichment Program will be set forth under the description of such Enrichment Program (the “Registration Fee”). We use third party service providers for payment services of the Registration Fees, including without limitation Stripe and Braintree. All Registration Fees processed by Stripe or Braintree are subject to Stripe's Services Terms available at https://stripe.com/us/legal or Paypal’s service terms and by using our Service you agree to be bound by such terms. The third party payment provider has custody and control of any and all Registration Fees. You will provide payment information when registering. We reserve the right to change any Registration Fees and we will provide you with notice by updating the Enrichment Program description or these Terms.
For Instructors.
Rates. KidzToPros shall pay you the rates under the payment terms specified in your Instructor Account. Any expenses incurred by you in performing the service will be your sole responsibility.
Equipment. [Instructors are responsible for providing their own equipment for the Enrichment Program. In the event that an Instructor needs equipment, equipment may be made available by KidzToPros for a deposit or fee set forth in the Instructor’s Account. In the event that KidzToPros provides equipment, such equipment shall remain KidzToPros’s property at all times and you are responsible for keeping the equipment safe and returning the equipment in the same condition as it was provided to you.]
For Third Party Providers. In exchange for your use of the Service to offer your Listings, KidzToPros will charge you the fees according to the payment terms set forth in your User Account on the Marketplace Platform, which may be updated from time to time upon reasonable advance notice to you by updating your User Account. Any expenses incurred by you in performing the service will be your sole responsibility. Third Party Providers are solely responsible for their personnel and contractors. Third Party Providers are solely responsible for maintaining adequate insurance required by law or as is common practice in Third Party Provider’s business.
Refunds. By using the Service, you agree to our cancellation and refund terms for Enrichment Programs as set forth at https://www.kidztopros.com/faq. KidzToPros will have no obligation for any refunds that are not requested within nine (9) months from the date of the cancelled Enrichment Program. Any refunds for Enrichment Programs offered by a Third Party Provider are subject to the Third Party Provider’s cancellation and refund policies. Other than as expressly set forth herein, or in any additional service specific terms, there are no other refunds available. A User may cancel a User Account at any time; however, there are no refunds for cancellation of a User Account. In the event that we suspend or terminate your account or these Terms, you understand and agree that you shall not receive a refund.
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. KidzToPros may terminate your User Account at any time, without notice, in its sole discretion, for any reason, including, but not limited to, a User’s 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. Any provision of these Terms that contemplates or governs performance or observance subsequent to termination or expiration of the Terms will survive the expiration or termination of the Terms for any reason and remain in effect until fulfilled, and apply to respective successors and permitted assigns.
KidzToPros 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 KidzToPros 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.
USER PROVIDED CONTENT.
KidzToPros may, in KidzToPros's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to KidzToPros through the Service textual, audio, and/or visual content, including without limitation images related to Enrichment Programs, and information, including reviews, commentary and feedback related to the Service ("User Content"). For the avoidance of doubt any Listing is deemed User Content. Any User Content provided by you remains your property. However, by providing User Content to KidzToPros, you grant KidzToPros a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Service and KidzToPros's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity, provided however that in the event that Third Party Provider publishes a Private Listing KidzToPros will only use and display such listing to provide the Service to you.
You represent and warrant that: (A) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant KidzToPros the license to the User Content as set forth above, including without limitation those related to intellectual property or proprietary rights, or rights of publicity or privacy rights; and (B) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor KidzToPros's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree not to upload, post, e-mail, transmit, or otherwise make available any User Content that (X) infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; (Y) is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or (Z) discloses any sensitive or confidential information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
KidzToPros may, but shall not be obligated to, review, monitor, or remove User Content, at KidzToPros' sole discretion and at any time and for any reason, without notice to you.
You are solely responsible for your interactions with other KidzToPros Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. KidzToPros shall have no liability for your interactions with other Users, or for any User’s action or inaction.
DISCLAIMER.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE KIDZTOPROS SERVICE IS PROVIDED BY KIDZTOPROS ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES WHATSOEVER. KIDZTOPROS 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, WORKMANLIKE EFFORT, OR THAT THE KIDZTOPROS 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. KIDZTOPROS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF AN INSTRUCTOR OR THIRD PARTY PROVIDER. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, KIDZTOPROS OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS (“KIDZTOPROS PARTIES”) SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF KIDZTOPROS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KIDZTOPROS AND KIDZTOPROS PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (A) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY INSTRUCTOR OR THIRD PARTY PROVIDER, EVEN IF KIDZTOPROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KIDZTOPROS AND KIDZTOPROS PARTIES SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND KIDZTOPROS ' REASONABLE CONTROL. YOU ACKNOWLEDGE THAT ENRICHMENT PROGRAMS REQUESTED THROUGH KIDZTOPROS SERVICE ARE PERFORMED BY INDEPENDENT INSTRUCTORS AND THIRD PARTY PROVIDERS WHO ARE NOT EMPLOYEES OF KIDZTOPROS AND WHO MAY NOT BE PROFESSIONALLY LICENSED, PERMITTED OR INSURED. IN NO EVENT SHALL KIDZTOPROS OR KIDZTOPROS PARTIES TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
KIDZTOPROS’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE AN ENRICHMENT PROGRAM BY AN INSTRUCTOR OR THIRD PARTY PROVIDER FOR YOUR CHILDREN, BUT YOU AGREE THAT KIDZTOPROS HAS NO RESPONSIBILITY OR LIABILITY TO YOU OR YOUR CHILDREN RELATED TO ANY ACTIVITIES, GOODS OR SERVICES PROVIDED TO YOU BY An INSTRUCTOR OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 11 (LIMITATION OF LIABILITY) DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
INDEMNITY.
You agree to indemnify, defend and hold harmless the KidzToPros Parties from and against any and all claims, demands, damages, judgments, awards, losses, liabilities, costs and expenses (including attorneys' fees), arising out of or in connection with: (A) your use of the Services or services or goods obtained through your use of the Services; (B) your breach or violation of any of these Terms, including without limitation your breach of any representations and warranties; (C) KidzToPros's use of your User Content; (D) your violation of the rights of any third party, including any intellectual property or privacy right; (D) your violation of any applicable law, rule or regulation; (E) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; or (F) your willful misconduct.
WORKER CLASSIFICATION AND WITHHOLDINGS. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of KidzToPros. The Service is not an employment service and KidzToPros is not an employer of any User. As such, KidzToPros is not responsible for and will not be liable for workman’s compensation or any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User’s use of the Service.
DISPUTE RESOLUTION.
Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and KidzToPros, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and KidzToPros are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action, collective action or representative proceeding. Further, unless both you and KidzToPros otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class action, collective action or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the applicable rules as determined by the arbitrator. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_0158220). The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and KidzToPros otherwise agree, the arbitration will be conducted in Alameda County, California. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Changes. Notwithstanding the provisions of the modification-related provisions above, if KidzToPros changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing KidzToPros written notice of such rejection by mail to: KidzToPros, INC, Attn: Dispute Resolutions, PO Box 1157, Fremont, CA, 94538 or by email from the email address associated with your Account to: contact@KidzToPros.com, within 30 days of the date such change became effective, as indicated in the "Last updated" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and KidzToPros in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
MISCELLANEOUS.
Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Alameda County, California for any actions for which either you or we seek injunctive or other equitable relief in a court of competent jurisdiction, such as claims to prevent the actual or threatened infringement, misappropriation or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision above including any provisional relief required to prevent irreparable harm. You agree that California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Claims of Copyright Infringement. Claims of copyright infringement should be sent to KidzToPros's business address PO BOX 1157, Fremont CA 94538. Please visit KidzToPros's web page at contact@kidztopros.com for the designated address and additional information.
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 KidzToPros without restriction. Any attempted assignment by you will be null and void.
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.
Notice. KidzToPros may give notice by means of a general notice on the Services, electronic mail to your email address in your User Account, or by written communication sent by first class mail or pre-paid post to your address in your User Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to KidzToPros, with such notice deemed given when received by KidzToPros, at any time by first class mail or pre-paid post to KidzToPros, INC, Attn: User Notices PO BOX 1157, Fremont CA 94538.
Changes to these Terms. KidzToPros may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the 'last updated' date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.
Entire Agreement; Severability; No Waiver. These Terms, as well as any and all other agreements expressly incorporated by reference (including the Additional Terms for Instructors and the Additional Terms for Third Party Providers and our Privacy Policy), and any and all other policies or legal notices we publish regarding the Service constitute the entire agreement between you and KidzToPros 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 KidzToPros 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 KidzToPros.