Last Updated: February 16, 2022
IMPORTANT: PLEASE READ THE FOLLOWING TERMS OF SERVICE (INCLUDING ANY TERMS INCORPORATED HEREIN BY REFERENCE, THE “TERMS” OR “TERMS OF SERVICE”) CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SERVICE (AS DEFINED BELOW) OR ANY OF THE GOODS, PRODUCTS, SERVICES, CONTENT, FEATURES OR FUNCTIONALITY AVAILABLE THROUGH IT. BY ACCESSING OR USING THE SERVICE OR ANY OF THE AVAILABLE GOODS, PRODUCTS, SERVICES, CONTENT, FEATURES OR FUNCTIONALITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO CONSENT TO THESE TERMS IN THEIR ENTIRETY AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND FULLY ACCEPT AND AGREE TO ALL OF THESE TERMS. PLEASE PRINT AND KEEP A PAPER COPY AND/OR RETAIN AN ELECTRONIC COPY OF THESE TERMS FOR YOUR RECORDS.
Welcome to PopPD, an online platform for professional development for teachers, by teachers. The PopPD website and service, including all websites, platforms and other interactive properties through which the service is delivered (collectively, the “Service”) are owned, operated and distributed by and on behalf of PopPD, Inc., a Delaware corporation (“PopPD,” “we,” “us,” or “our”). By accessing any part of the Service, you are agreeing to the Terms. If you do not agree to any of the Terms, you should not use the Service. These Terms of Service apply to all users, including both users who are simply viewing content available via the Service and users who have registered as members of PopPD. For purposes of these Terms, all references to “coaches” and “teachers“ herein refer to those respective roles as defined by the Service. Users of the Service, including those simply accessing or viewing the Service as well as coaches and teachers, may be referred to herein as “you”. Article II of these Terms applies only to coaches, Article III applies only to teachers, and the remainder of these Terms apply to all users of the Service.
We may, at our sole discretion, modify these Terms at any time by posting a new version of these Terms on our website and updating the “Last Updated” date at the top of the page. By accessing the Service at any time after such modifications, you are agreeing to such modifications. 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. You agree that by registering, accessing, or using the Service, you are agreeing to the Terms as a legally binding contract with us. If you do not agree to these Terms, do not register for, access, or otherwise use the Service.
terms for all users
Accounts, Passwords and Security.
If the Service requires you to open or register an account, you must complete the registration process by providing us with current, complete and accurate information, as prompted by the applicable registration form. You acknowledge that by providing any information to us which is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your access and use of the Service. As part of the registration process, you may be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Neither we nor our licensors will be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us, our licensors or another party due to someone else using your account or password.
Copyright, Licenses and User Submissions
As between you and PopPD, PopPD is the sole and exclusive owner of the Service and all intellectual property rights therein. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, 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 do not change or delete any copyright or proprietary notices from the materials, and not to share any material that you paid for with anyone else who has not also purchased a license for that material. Any other use of the Service not permitted by these Terms is strictly prohibited.
Content submitted by users for inclusion on the Service (including, without limitation, Courses (as defined below), feedback about the Service, and any information submitted on message boards or other public areas of the Service) are referred to in these Terms as “User Submissions.” Whether or not any User Submission is published, it will be subject to these Terms. PopPD does not guarantee any confidentiality with respect to a User Submission, regardless of whether it is published. You are solely responsible for your own User Submissions 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 User Submissions (and all content included therein), including the right to authorize PopPD to use the User Submissions in the manner contemplated by the Service and these Terms.
By submitting or posting User Submissions on or through the Service, you grant us a worldwide, non-exclusive, sublicensable, transferrable, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute the User Submissions in any and all media or distribution methods (existing now or later developed). This includes making User Submissions available to other companies, organizations, or individuals who partner with us for the syndication, broadcast, distribution, or publication of content on other media, as well as using your User Submissions for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You also agree to all such uses of your content with no compensation paid to you.
We neither endorse nor assume any liability for the contents of any User Submission. We generally do not pre-screen, monitor, or edit User Submissions. However, we and our agents have the right at our sole discretion to remove any User Submission or other content that, in our judgment, does not comply with these Terms and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, offensive, or inaccurate. We are not responsible for any failure or delay in removing any such User Submission or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Submission, whether it is your own or another user’s.
If You See Something That Infringes Your Copyright
We take claims of copyright infringement seriously. It is our policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any content accessible on the Service infringes your copyright, you may request removal of such content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:
· your physical or electronic signature;
· identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works;
· identification of the content you believe to be infringing in a sufficiently precise manner to allow us to locate that content;
· adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);
· a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
· a statement that the information in your written notice is accurate; and
· a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated agent to receive DMCA notices is:
32 Jewett Street
Boston, MA 02131
hello [at] poppd.co
*NOTE: This contact information is for inquiries regarding potential copyright infringement only.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that content on the Service is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Rules for Use of Service
When you sign up for the Service, whether as a teacher or coach, you agree to the following terms rules:
· You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not use the Service.
· You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.
· As further set forth in Section 1.1, above: you are responsible for maintaining the security of your account and password; we view any actions taken by your account as taken by you; PopPD will not be liable for any loss or damage from your failure to comply with this security obligation; and you must provide and maintain true, accurate, current and complete information about yourself on your account.
· You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of any third party.
· Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service.
· You will not upload any copyrighted, trademarked, or proprietary materials on the Service without the express permission of the owner.
· You understand that Courses are publicly available to be viewed and accessed by any user of the Service.
· You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
· You will not share content from the Service with anyone who is not properly licensed to access the content.
· You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.
· You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
· You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
· You will not impersonate any person or entity, including any of our employees or representatives.
· You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability.
· You will not access, tamper with, or use non-public areas of the platform (including content storage), PopPD’s computer systems, or the technical delivery systems of PopPD’s service providers.
· You will not access or search or attempt to access or search our platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website, mobile apps, or API (and only pursuant to those API terms and conditions). You may not scrape, spider, use a robot, or use other automated means of any kind to access the Service.
You may cancel your PopPD membership at any time for any or no reason through your account page on the Service. If you have canceled your PopPD membership, you will lose access to all membership Courses you enrolled into during your PopPD membership at the end of your billing period.
TERMS FOR COACHES
Subject to these Terms and the applicable Course Agreement (as defined below), you have the right to remove all or any portion of User Submissions you post in your capacity as a coach, including workshops, mini-courses, signature courses or programs, clubs, and any related materials, video trainings, assignments, resources, answers, landing page content, assessments, and announcements (collectively, “Coaching Content”) from the Service at any time. Except as otherwise agreed, PopPD’s right to sublicense the rights to such Coaching Content will terminate with respect to new users of the Service 60 days after the Coaching Content’s removal. However, rights given to teachers before the Coaching Content’s removal (including via Course Agreements) will continue in accordance with their terms (including any grants of lifetime access), and PopPD’s right to use such Coaching Content for marketing purposes shall survive termination.
You grant PopPD permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Service, your Coaching Content, or PopPD’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
You may use our trademarks only where we authorize you to do so. In each case, you must:
· only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
· only use our trademarks in connection with the promotion and sale of your Coaching Content;
· immediately comply if we request that you discontinue use;
· not use our trademarks in a misleading or disparaging way;
· not use our trademarks in a way that implies that we endorse or approve of your Coaching Content; and
· not use our trademarks in a way that violates applicable law or in connection with obscene, indecent, or unlawful topic or material.
Specific Rules for Coaches
You must provide PopPD with any information requested in order for PopPD to list your Courses on the Service, including but not limited to a description of and price for such Course. PopPD has sole discretion as to which Courses we list on the Service and we reserve the right to reject any Courses or remove Courses from the Service for any reason. Additionally, PopPD has discretion to edit Course descriptions as needed to conform them to our standards for the Service. Without limiting the foregoing, when you publish a Course on the Service, you agree to the following terms and rules:
· You will honor any enrollments in your Course at the price and time listed in the Service, and not to refuse enrollments or participation by any teacher for any discriminatory or other illegal reason.
· You grant us the right to place advertisements on your content at our sole discretion.
· You may only use personal information you receive through the Service (including about individual teachers) for PopPD-related communications or for PopPD-facilitated transactions and must otherwise comply with all applicable data protection and privacy laws that apply to your use of such information.
· You will at all times conduct yourself in a professional manner and in compliance with all applicable laws.
· You represent and warrant that you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Coaching Content and use of the Service.
· You agree to ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
· You understand that teachers will have the ability to post a review of your Course. 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.
We reserve the right to remove Courses, suspend payouts, and ban coaches for any reason at any time, without prior notice, including in cases where:
· a coach or a Course does not comply with our policies or legal terms (including these Terms);
· content falls below our quality standards or has a negative impact on the teacher experience;
· a coach engages in behavior that might reflect unfavorably on us or bring us into public disrepute;
· a coach engages the services of a marketer or other business partner who violates PopPD’s policies;
· a coach uses the Service in a way that constitutes unfair competition, such as promotion of their off-site business in a way that violates PopPD’s policies; or
· as determined by PopPD in its sole discretion.
Payments to Coaches
When creating Coaching Content available for purchase on PopPD, you will be prompted to select a base price (“Base Price”) for your Coaching from a list of available price tiers.
Each coach appoints PopPD as the coach’s limited payment collection agent solely for the purpose of accepting the payment of Enrollment Fees (as defined below) from teachers who enroll in your Courses. Payment of Enrollment Fees by a teacher to PopPD, as that teacher’s limited payment collection agent, shall be considered the same as a payment made directly by such teacher to the relevant coach and the coach will provide the relevant Course(s) to the teacher as if the coach had received payment directly. When a teacher makes payment for your Coaching Content, we calculate the gross amount of the sale as the amount actually received by PopPD from the teacher (“Gross Amount”). From this, we subtract any applicable taxes, any mobile platform fees applied to mobile provider checkout sales, plus a 3% service and processing fee for any non-mobile provider checkout sales to calculate the net amount of the sale (“Net Amount”).
Except as otherwise agreed between PopPD and you in writing (including via message exchange through the Service), your revenue share will be seventy percent (70%) of the Net Amount less any applicable deductions, such as refunds. If we change this payment rate, we will provide you 30 days’ notice, which notice may be via email or by posting a notice through our Service. PopPD makes all instructor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. PopPD is not responsible for foreign currency conversion fees, wiring fees, or any other processing fees that you may incur.
Coaches are responsible for all income, sales, and other taxes associated with the fees they earn. PopPD coaches will receive the appropriate tax forms, such as a 1099 or 1099k, from either PopPD or one of its payment partners. PopPD reserves the right to withhold any payment until it has received all tax identification information it requires to satisfy its obligations. PopPD reserves the right to withhold or cancel payments to coaches if it deems, in its sole judgement and absolute discretion, that the coach engaged in behavior that violated any part of this Agreement.
TERMS FOR teachers
Specific Rules for Teachers
When you enroll in a Course through the Service, you agree to the following rules:
· You will accept all of the terms and conditions, if any, that are presented to you at the time you enroll in or access such Course.
· You will follow all reasonable rules set by a coach with respect to a Course, and you will not take any actions to interfere with the coach or any other teachers in the Course.
· You may access Course content for your information and personal use only.
· You will not copy any materials or techniques for purposes of your own or others’ Courses, or for interfering with any Course or the coach’s ongoing relationship with any teachers participating in such Course.
When a teacher takes a Course on PopPD, we will share the teacher’s username and profile with the coach for the purpose of teaching these teachers on PopPD. By enrolling in a Course on PopPD, you grant to us permission to share this information with the coach. The coach is required by these Terms to use this information only for PopPD-related communications or for PopPD-facilitated transactions. When you interact directly with a coach, you are solely responsible for the personal information that you share. We do not control what coaches do with the information they obtain from other users on the platform.
Teacher Fees; Refunds
Each teacher agrees to pay all applicable fees for Courses (“Enrollment Fees”) as set forth on the Service. All Enrollment Fees are payable in the currency specified on the Site at the time of purchase. You shall be responsible for all taxes associated with the Service other than U.S. taxes based on PopPD’s net income. You hereby authorize PopPD to bill your payment instrument upon confirmation of a purchase, and you further agree to pay any charges so incurred. 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 or free services used prior to the time of the change. We reserve the right to change the timing of our billing, in particular, as indicated below, if your payment method has not successfully settled.
If the content you purchased is not what you were expecting, you can request, in writing, within 14 days of your purchase, that PopPD apply a refund to your account. We reserve the right to apply your refund as a refund credit or a refund to your original payment method, at our sole discretion. No refund is guaranteed, and no refund is due to you if you request it after the 14-day time limit has passed. We reserve the right, in our sole discretion, to limit or deny refund requests in cases where we believe there is refund abuse, including but not limited to the following:
· A significant portion of the Course has been consumed or downloaded by a teacher before the refund was requested.
· Multiple refunds have been requested by a teacher for the same Course.Excessive refunds have been requested by a teacher.
· Users who have their account reported, banned or Course access disabled due to a violation of these Terms.
We do not grant refunds for any subscription-based services unless otherwise required by applicable law. These refund restrictions will be enforced to the extent permitted by applicable law. In cases where a transaction is not eligible for a cash refund, the refund will be granted using credits to the Service, provided it otherwise meets our 14-day refund policy.
We do not exercise any editorial control over the content that is available on the Service and, as such, do not guarantee in any manner the reliability, validity, accuracy, decency, or truthfulness of the content. If you access content through the Service, you rely on it at your sole risk. Content available through the Service or presented at any Course represents the opinions and judgments of an information provider, user, or other person or entity not connected with us. The Courses offered on PopPD are offered directly by the coaches. PopPD is not responsible or liable for any information on its Service listings or profiles. PopPD is not responsible for any changes made to a Course by the coach. We do not hire or employ coaches nor are we responsible or liable for any interactions involved between coaches and teachers. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of coaches or teachers.
These Terms are in addition to any agreements, releases or other documents that a coach and teacher may enter into in connection with a Course (the “Course Agreements”), including any Course Agreements entered into through the Service. Coaches and teachers are each responsible to the other for complying with the terms of the Course Agreements, but PopPD has no control over either party’s compliance. Among other things, PopPD cannot control (a) the provisions of the Course Agreements, (b) the accuracy or legality of the Course Agreements or (c) any party’s performance of its obligations under the Course Agreements. Accordingly, PopPD shall not be held responsible for any liability arising out of the Course Agreements or any actions that you may take in reliance thereon, and is not a party to any transaction between you and any other user. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE POPPD AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “POPPD PARTIES”) FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO ANY DISPUTE RELATING TO THE COURSE AGREEMENTS OR ANY TRANSACTION OR ATTEMPTED TRANSACTION WITH ANOTHER USER OF THE SERVICE (WHETHER A COACH 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.
THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY COURSE THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control. While we work to protect the security of your account and related information, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL WE OR ANY OTHER POPPD PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.
FURTHER, NEITHER WE, NOR ANY OTHER POPPD PARTY, SHALL BE LIABLE IN ANY WAY FOR ANY COURSE OR OTHER THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A COACH AND TEACHER.
IN NO EVENT SHALL THE TOTAL LIABILITY OF WE OR ANY OTHER POPPD PARTY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, IN CONNECTION WITH USING THE SERVICE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
You agree to defend, indemnify, and hold us and the other PopPD Parties harmless from and against all demands, claims, actions, suits, investigations, liabilities, losses, damages, and expenses, including reasonable attorneys’ fees, that arise directly or indirectly from or out of (i) your breach or violation of these Terms or any Course Agreements; (ii) your User Submissions, including any allegation that your User Submission violates any applicable law or infringes or otherwise violates any intellectual property rights or other rights of any person, entity or estate; and (iii) your acts or omissions in connection with the Services, including your access or use of the Service. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Services and/or these Terms.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND WE BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED.
· You may assert claims in your local small claims court if its rules permit it;
· Any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) must be brought in court; and
· In the event this agreement to arbitrate is for any reason held to be unenforceable, any dispute or claim against us (except for small-claims court actions) may be commenced only in a federal or state court located in Suffolk County, Massachusetts, and we both consent to the jurisdiction of and venue in those courts for such purposes. We both also consent to the jurisdiction of and venue in those courts for purposes of any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (excluding its privacy or publicity rights). You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
This agreement to arbitrate is governed by the Federal Arbitration Act, including its procedural provisions, in all respects.
ANY ARBITRATION WILL BE CONDUCTED BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If this specific provision is found to be unenforceable, then this section will be null and void and neither of us will be entitled to arbitrate our dispute.
The arbitration will be administered by the American Arbitration Association (“AAA”) and will be governed by AAA’s Consumer Arbitration Rules (“AAA Rules”), as modified by this Agreement. The AAA Rules may be accessed at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, and must enforce the same limitations stated in this Agreement as a court would. The arbitrator will issue an award decision in writing but will not provide an explanation for the award unless you or PopPD requests one. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
A party who intends to arbitrate (“Claimant”) must first send to the other party (“Respondent”) a written notice, entitled “Demand for Arbitration” (“Demand”). The Demand must: (1) briefly explain the dispute; (2) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for PopPD, see below); (3) specify the amount of money in dispute, if applicable; (4) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (5) include a statement of what the Claimant wants. The Claimant must send one copy of the Demand to AAA at the same time the Claimant sends it to the Respondent. When sending a copy of the Demand to AAA, the Claimant must also include a copy of this arbitration agreement and any amendments to it and the then current filing fee required by the AAA. The Demand must be sent to the AAA at the following address:
American Arbitration Association
Case Filing Services
1101 Laurel Oak Road, Suite 100
Voorhees, NJ 08043
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Any request for payment of filing, administration, and arbitrator fees by PopPD should be submitted by mail to the AAA along with your Demand and we will make arrangements to pay all such necessary fees directly to the AAA. In the event that the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by PopPD on your behalf that you otherwise would be obligated to pay under the AAA Rules.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND POPPD EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL. THIS MEANS THAT ANY CLAIM WOULD BE DECIDED BY A JUDGE, NOT A JURY. FURTHER, WITH RESPECT TO ANY CLAIM THAT PROCEEDS IN A COURT, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
The terms of this Article IV shall survive the expiration or termination of these Terms.
These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Massachusetts, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Massachusetts.
These Terms constitute the entire agreement between you and PopPD concerning the Service. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. PopPD’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. PopPD may assign its rights and duties under these Terms to any party at any time without notice to you.
Most communication between PopPD and you will be sent and received electronically. You agree that all electronic communication between PopPD and you shall satisfy any legal requirements that such communications be in writing.
How to Contact Us
If you have questions, concerns, and feedback about the Service, you may contact us at firstname.lastname@example.org.