terms of services

The following describes the terms on which SWYE360.COM (referred to herein as “SWYE360
LEARNING,” “we,” or “us”) offer you access to our services. Your permission to use the
SWYE360 LEARNING platform, and the licenses granted herein, are expressly conditioned
upon your acceptance of these Terms of Service, and the following additional terms and
conditions and policies, which are hereby incorporated by reference (collectively, the
“Agreement”):
1. Description of Service.
SWYE360 LEARNING, INC is a collaborative learning web-based service available from the
domain WWW.SWYE360.COM. This service provides teachers, tutors, coaches, parents, and
students with an online platform to engage in tutoring, job embedded training and a
marketplace to buy and sell educational materials directly from and to each other, which
may consist of original digital materials created by the seller (“Teaching Content”). The
service provided by SWYE360 LEARNING is referenced herein as the “Service.” SWYE360
LEARNING owns all original content authored by Teacher-Sellers on SWYE360.COM and sells
all product on behalf of Teachers. Teachers who sell Teaching Content via the Service are
referenced herein and in the Service as “Teacher-Sellers. Teacher-Sellers are referenced,
herein and in the Service, as “Sellers.” Teachers who purchase Teaching Content via the
Service are referenced herein and in the Service as “Teacher-Buyers.” Parents who purchase
Teaching Content via the Service are referenced herein and in the Service as
“Parent-Buyers.”
This Terms of Service/User Agreement (“Agreement”) governs your access to and use of the
Service, whether in the capacity of a Teacher-Seller, Teacher-Buyer, Tutor, Professional
Development Coach or Parent-Buyer, including the finding, buying, posting, selling, and
sharing of Teaching Content, and participating in online forums, feedback loops, bulletin
boards, wikis, and chats, which features and activities shall also be considered part of the
“Service.” Portions of the SWYE360 LEARNING Service are publicly available to all visitors to
the site. Other portions of the Service are available only to subscribing partners who are
Teacher-Sellers, Tutors, Coaches, Parent-Buyers, and/or Teacher-Buyers (collectively,
“Partners”). By registering with SWYE360 LEARNING or by using the Service in any manner
– including, but not limited to, by visiting the www.swye360.com website – you
acknowledge and agree to the terms stated in this Agreement. This Terms of Service applies
to both visitors and partners.
2. The Service Is For Both Adults & Children monitored by adults, either “Teachers, Tutors,
Coaches, Parents and or Students” Only.
You must be 18 years or older to tutor, author, assign or purchase content on this site;
users under 18 are not authorized to tutor, purchase, assign, or author content on this
platform.
3. Fees, Services, Pricing, and Payments.
A. Fees.
Partnership Fees, Service Fees & Transaction Fees. Teacher-Sellers who wish to sell their
Teaching Content through the Service must join SWYE360 LEARNING . Tutors and
Professional Development Coaches who wish to provide online tutoring and or coaching
sessions must join SWYE360 LEARNING. Teacher-Sellers pay no annual partnership fee and
earn ONLY 80% of sell price. Tutors and Professional Development Coaches pay no annual
partnership fee to join the platform and earn ONLY 80% of their base rate for their tutoring
and coaching services. Teacher-Buyers who wish to purchase Teaching Content through the
Service also must join SWYE360 LEARNING. Teacher-Buyers pay no partnership fee to join
SWYE360 LEARNING and there is no service fee for Teacher-Buyers who purchase materials
from Sellers through the Service. One type of partnership is available for Parents, who can
join SWYE360 LEARNING. Parent-Buyers pay a subscription fee annualized at $89.99 or
$9.99 per month to use the platform and have access to content, Tutors and Coaches.
Parent-Buyers will also pay for every session they engage their Student with a Tutor at the
hourly base rate set by the Tutor. SWYE360 LEARNING does not regulate the rates that are
set by Teacher-Sellers, Tutors and Professional Development Coaches.
B. Pricing of Teaching Content.
Teacher-Sellers, Tutors and PD Coaches are solely responsible for setting the prices for the
rates of their Tutoring Sessions, Coaching Sessions and Teaching Content distributed
through the Service, items that are not priced by Tutors, Coaches and Teacher-Sellers, they
are set by SWYE360 LEARNING. The price is subject to change; the then-current minimum
price will be disclosed each time a Seller uploads a product for sale. Sellers are obligated to
sell their Teaching Content at the prices listed on the Service.
For each transaction and or session, SWYE360 LEARNING will automatically deduct the
Service Fee of 20% and in certain cases, the Transaction Fee, from the sale price collected
from Teacher-Buyers, through the Service, and then will distribute the remaining amounts
to the Teacher-Seller on a monthly basis as follows: (a) SWYE360 LEARNING will collect
payment from Teacher-Buyers, or Parents at the time teaching content is purchased
through the service, or at the end of a Tutoring Session, or Coaching Session. (b) SWYE360
LEARNING will notify you (the Teacher-Seller, Tutor or Coach) by email of the sale once
payment has been verified and collected from the Teacher-Buyer or Parent-Buyer. (c)
SWYE360 LEARNING will distribute the monies due to you (as a Teacher-Seller, Tutor, or
Coach) for the sale of your content or provision of your service, in accordance with this
Section 3B. If you are in breach of these Terms, SWYE360 LEARNING reserves the right,
according to its sole discretion, to withhold any funds that would otherwise be due to you
under these Terms, and either _keep those funds permanently_, or refund them to the
Teacher-Buyers, or Parents who purchased content from you. All monies due to Sellers
pursuant to this Section 3B will be paid to such Sellers close to 30 days following the last
day of the month in which an item of your content is sold (e.g., within 30 days after
September 30 for September sales). SWYE360 LEARNING reserves the right to delay
payment. Monthly payments will be made through your bank account details for all
Teacher-Sellers, Tutors, Coaches and Publisher-Sellers; however users in the United States
also have the option to receive payment via ACH “direct deposit”. SWYE360 LEARNING
reserves the right to add, remove or otherwise alter the payment processors used by the
Service. If you (as a Teacher-Seller, Tutor or Coach) cannot acquire an account with an
approved payment processor, we may consider an alternative form of payment on a
case-by-case basis. We make no representation regarding the services provided by our
payment processors, and are not responsible for delays in payment caused by them.
C. Additional Agreements and Obligations of Sellers.
By listing an item for sale, or uploading it to the Service, you (Teacher-Seller) represent and
warrant to prospective Teacher-Buyers that you have the right and ability to sell and that
the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
You further represent and warrant that the Teaching Content, and use of the same will not
infringe any right – including, but not limited to the copyright or trademark right – of any
third party.
As a Teacher-Seller of digital Teaching Content, you agree to make at least one sample of
such digital Teaching Content available to Teacher-Buyers at no charge at all times when
you are offering digital Teaching Content for sale via the Service. When selling digital
Teaching Content, you agree that the entire product being sold must be contained within
the download offered, and that no part of such digital Teaching Content will be delivered
separately or require an additional purchase, for example via a third-party website or other
channel.
For any item of Digital Content you upload, you agree to provide your authorization, in the
form of the statement below, to Buyers to print and make copies of free and purchased
resources.
"The holder of this receipt is authorized by the owner or creator of the materials listed
below, to print and/or make copies of these materials for personal use and/or classroom
instruction."
Additionally, unless otherwise authorized, Sellers agree not to – and agree to cause their
affiliates, agents, employees and contractors not to – use or disclose to any third party any
order information, or other data or information regarding Teacher-Buyers or any other users
of the Service, which is obtained through the Service or disclosed to Sellers by SWYE360
LEARNING in connection with a transaction made via the Service, for any purpose except as
necessary to complete transactions made through the Service and otherwise fulfill their
obligations under this Agreement (including, without limitation, for purposes of solicitation,
advertising, direct marketing, harassment, invasion of privacy, or any other objectionable
conduct).
D. Agreement of Teacher-Buyers to Pay for Purchases.
When you (Teacher-Buyer) purchase original digital Teaching Content you will have the
ability to download the materials for as long as the materials are available through the
Service. We may, in our sole discretion, make original digital Teaching Content you
purchase available indefinitely, but your access to such materials may be disabled if the
material is removed from the Service, for example, by the original seller as a result of the
original seller’s account being closed or the materials being removed in response to an
intellectual property complaint or Digital Millennium Copyright Act notification. For this
reason, we encourage you to download any original digital Teaching Content you may
purchase, and to backup those materials accordingly. SWYE360 LEARNING cannot restore
access to, or provide copies of, purchased materials that have been removed from our
Service.
You agree not to share your purchases with your colleagues unless you have purchased
additional licenses. You agree not to post your purchased or freely downloaded files on the
Internet.
You agree to pay in full for all Teaching Content purchased through the Service, and agree
that SWYE360 LEARNING may charge your credit card, PayPal or other account for any
Teaching Content purchased, and for any additional amounts (including any taxes and late
fees, as applicable) as may be accrued to or in connection with your Member Account.
You agree that delivery of the Teaching Content to you, does not transfer to you any
commercial or promotional use rights in the Teaching Content. You agree that your use of
the Service (including your purchase of Teaching Content) constitutes your acceptance of
and agreement to use the Service and such Teaching Content solely in accordance with this
Agreement, and that any other use of the Service or Teaching Content may violate
copyright and other laws of the United States, other countries, as well as applicable state
laws, and you may be subject to liability for such unauthorized use. As a condition of use,
you agree not to share your purchases with your colleagues unless you have purchased
additional licenses.
E. Electronic Signatures and Contracts.
Your use of the Service includes the ability to enter into agreements and/or to make
purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS
CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH
AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY
ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS
YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES,
CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you
may be required to have certain hardware and software, which are your sole responsibility.
F. Limitations.
Your direct interactions (if any) with other visitors to or Members of the Service, including
the purchase of, sale of, payment for services, and any other terms, conditions, warranties,
or representations associated with such dealings, are solely between you and that
individual. Like with any web-based interaction, we suggest that you use caution and good
judgment. You further understand and agree that SWYE360 LEARNING is not involved in
any actual transactions made through the Service, and that it is not the agent or
representative of any Teacher-Seller, Teacher-Buyer, Tutor, Coach, Parent-Buyer (or any
visitor) for any purpose whatsoever and that it is not responsible for any loss or damage
incurred as the result of any such dealings or with respect to any other visitor’s or Member’s
use or disclosure of your personally identifiable information. For details about our
information collection practices, please see our Privacy Policy. IF THERE IS A DISPUTE
BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MEMBER
OR VISITOR OF THE SERVICE), SWYE360 LEARNING IS UNDER NO OBLIGATION TO
BECOME INVOLVED, AND YOU HEREBY RELEASE SWYE360 LEARNING FROM ANY CLAIMS,
DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR
RELATING TO ANY SUCH DISPUTE. You agree that you are solely and exclusively
responsible for any federal, state, or local taxes, including sales taxes, that might apply to
any sales you make in connection with Service.
G. Refund Policy
All digital content sales are final, and no refunds are available .
SWYE360 LEARNING may in its sole discretion make certain exceptions to this policy on a
case-by-case basis, for example if, a digital file is defective; If such an exception is made,
SWYE360 LEARNING may issue to the buyer a refund for such purchase in any manner it
deems appropriate, including without limitation in the form of SWYE credit.
As a buyer, it is your responsibility to determine that you have the appropriate
hardware/software to make use of digital files, that the file format is appropriate for your
needs, and that the content you are purchasing is legal and noninfringing. No refunds are
available in these cases. Products removed from the Service due to a complaint of
copyright/trademark infringement, or for any other reason, are not eligible for a refund.
If SWYE360 LEARNING elects to issue a refund to a buyer, the amount refunded will be
deducted from the seller’s next Monthly Payout, provided however that if the seller’s next
Monthly Payout is less than the refund amount(s), SWYE360 LEARNING may charge such
refund amount(s) to the seller’s credit card, PayPal account, or other payment processor
account.
J. Transfer of Title
SWYE360 LEARNING does not transfer legal title or ownership of items from the
Teacher-Sellers to the Teacher-Buyers or Parent-Buyers, and nothing in this Agreement
shall modify the applicable provisions of Uniform Commercial Code 2-401(2) and New York
Uniform Commercial Code 2-401(2), which provide that, unless otherwise explicitly agreed
between a seller and a buyer, legal title to a purchased item transfers to the buyer upon
physical delivery of the item to the buyer from the seller. Accordingly, unless a
Teacher-Buyer and Seller agree otherwise, legal ownership to any item of Teaching Content
passes to the Teacher-Buyer upon the physical delivery of such item of Teaching Content
from the Seller to the Teacher-Buyer.
4. License Grants.
A. License Grants by Sellers to SWYE360 LEARNING.
When you (Teacher-Seller) submit or upload content on or through the Service, you retain
ownership of any copyright you claim to your submitted content. However, by making your
content available through the Service you automatically grant SWYE360 LEARNING a
royalty-free, perpetual, irrevocable (except as expressly set forth in this Agreement),
non-exclusive, worldwide, sublicensable right to exercise any copyright, trademark rights
publicity rights, and/or database rights (but no other rights) you have in the content, in any
media now known or later developed, solely as reasonably necessary to make the Teaching
Content available through the Service. IF YOU CHOOSE TO CANCEL YOUR MEMBERSHIP
AND LEAVE THE SERVICE, AND/OR HAVE REMOVED YOUR TEACHING CONTENT FROM THE
SERVICE, THIS LICENSE WILL BE DEEMED REVOKED AT THE TIME THAT YOU CANCEL YOUR
MEMBERSHIP AND/OR REMOVE ALL SUCH TEACHING CONTENT, HOWEVER SWYE360
LEARNING’ LICENSE TO MAKE TEACHING CONTENT YOU HAVE SOLD PRIOR TO
CANCELLATION OF YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT AVAILABLE
TO MEMBERS WHO HAVE PURCHASED SUCH MATERIAL PRIOR TO CANCELLATION OF YOUR
MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT SHALL SURVIVE CANCELLATION OF
YOUR MEMBERSHIP AND/OR REMOVAL OF SUCH CONTENT.
B. Teacher-Seller Representations and Warranties; Licenses to Other Users.
When you (Teacher-Seller) submit or upload content (including without limitation Teaching
Content) on or through the Service, you represent and warrant that (a) you have all the
rights and/or licenses necessary to use, reproduce, publish, publicly display, publicly
perform, distribute, and otherwise exploit such content in connection with the Service,
including the right to grant to others all of the rights and licenses contemplated herein; (b)
the content will not infringe or otherwise violate the copyright, trademark, or other
intellectual property rights of any third party; and (c) you have the consent, release, and/or
permission of each identifiable person depicted in your content to upload, transmit, publish,
sublicense, and/or disseminate their name and/or likeness through the Service. You
(Teacher-Seller) retain ownership of any rights – including, but not limited to, copyrights
and trademark rights – you claim to your submitted content. As such you control the
copyright licenses granted to a Teacher-Buyer or Parent-Buyer and it is your responsibility
to give notice to Teacher-Buyers or Parent-Buyers of the terms under which you offer your
Teaching Content to such Teacher-Buyers. SWYE360 LEARNING may, in its sole discretion,
provide a means for Sellers to offer multiple licenses. Nothing in the Service or in these
Terms limits the existing rights of Teacher-Buyers under the Copyright Act, including but not
limited to rights under Sections 110(1) (classroom teaching), 110(2) (distance learning), or
107 (fair use) of the Copyright Act (17 U.S.C. 101 et seq.). You, Seller, may wish to
consider applying one of the copyright licenses made available through Creative Commons
to your Teaching Content. You can find out more about these licenses at the Creative
Commons website located at www.creativecommons.org.).
5. Registration Obligations.
In consideration of your use of the Service, you represent that you are at least 18 years of
age and are not a person barred from receiving these services under the laws of the United
States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current,
and complete information about yourself as prompted by the Service’s registration form (the
“Partner Data”) and (b) maintain and promptly update the Member Data to keep it true,
accurate, current, and complete at all times. If you provide any information that is untrue,
inaccurate, not current, or incomplete, or if SWYE360 LEARNING has reasonable grounds to
suspect that such information is untrue, inaccurate, not current, or incomplete, without
limiting any other remedies, SWYE360 LEARNING has the right to suspend or terminate
your Partner Account and refuse any and all current or future use of the Service (or any
portion thereof). Please see our Privacy Policy for further information.
6. Partner and Visitor Conduct.
As a condition of using the Service, Partners and visitors agree to all of the following:
- You must be a registered partner to buy or sell Teaching Content through the Service.
- You are required to select a member identification (“Username”) and password. You are
responsible for maintaining the confidentiality of your Username and password. You should
not disclose your password to anyone.
- You are responsible for all activity that occurs under your Username.
- You are solely responsible for your conduct and any content, materials or information that
you submit, post, and display on the Service, or that is submitted, posted, and/or displayed
on the Service under your Username.
- You agree that you will not attempt to, nor encourage or assist any other person to,
circumvent or modify any system, security technology, or other software that is part of the
Service or used to administer the rules contained in this Agreement.
Further, while using the Service, Partners and visitors agree not to:
- upload, post, email, transmit, or otherwise make available any content, material, or
information to, on, or through the Service that is fraudulent, unlawful, harmful, threatening,
abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, profane,
sexually explicit or indecent, invasive of another’s privacy, hateful, or racially, ethnically, or
otherwise objectionable;
- upload, post, email, transmit, or otherwise make available to Members or visitors any
unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain
letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation;
- transmit any worms or viruses, spyware, malware, or any other harmful or destructive
code;
- violate any applicable federal or local laws in your jurisdiction (including but not limited to
intellectual property laws or tax laws);
- use the Service for any illegal or unauthorized purpose;
- impersonate any person or entity, including without limitation, a SWYE360 LEARNING
employee or user, or falsely state or otherwise misrepresent your affiliation with a person or
entity;
- transmit email or any other content that includes personal or identifying information about
another person without that person’s explicit consent;
- transmit email or any other content that is false, deceptive, misleading, deceitful, or
constitutes “bait and switch”;
- sell or offer for sale stolen goods and/or materials that infringe a patent, trademark, trade
secret, copyright or other proprietary rights of another person, or entity or that violate any
rights of privacy or publicity, or that defame or libel any person or entity, or offer content
that you do not have a right to make available under any law or under contractual or
fiduciary relationships (including without limitation any goods purchased or obtained by you
without right of resale such as promotional materials or school market-restricted materials);
- manipulate the price of any item or interfere with other Partners’ listings;
- include hyperlinks, in content for sale on SWYE360 LEARNING, to the website of any other
platform or service offering or facilitating the sale of teaching materials or other educational
products.
- advertise any illegal products or services or the sale of any items the sale of which is
prohibited or restricted by applicable law, including without limitation items the sale of
which is prohibited or regulated by applicable law;
- provide materials or any other content for download that contain viruses or any other
code, files, or programs designed to interrupt, destroy, or limit the functionality of any
computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue with an excessive number of messages (flooding
attack) to the Service, or in any manner that otherwise negatively affects Members’ and
visitors’ ability to use the Service;
- employ misleading email or IP addresses, or forged headers, or otherwise manipulated
identifiers in order to disguise the origin of content transmitted through the Service;
- attempt to gain unauthorized access to SWYE360 LEARNING computer systems or engage
in any activity that disrupts, diminishes the quality of, interferes with the performance of, or
impairs the functionality of, the Service;
- attempt to regain access to SWYE360 LEARNING following a ban or account termination,
including without limitation by means of opening or attempting to open a new account under
the same or different Username;
- “stalk” or otherwise harass anyone on or through the Service;
- collect any personally identifying data about Members or visitors for commercial or
unlawful purposes; or
- use automated means, including spiders, robots, crawlers, data mining tools, or the like to
download data from the Service-except for internet search engines (e.g., Google or Yahoo!)
and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file,
or that are “well-behaved” web services/RSS/Atom clients. We reserve the right to define
what we mean by “well-behaved,” and to develop, invoke, or utilize any means to disrupt,
diminish the quality of, interfere with the performance of, or impair the functionality of any
automated means you may use to access the Service.
7. Inappropriate User-Submitted Content.
SWYE360 LEARNING prohibits certain user conduct and content described above and,
without obligation, will use reasonable efforts to eliminate such conduct and content from
the Service. Nevertheless, you acknowledge and agree that (i) SWYE360 LEARNING is not
and cannot be responsible for any content, information, or materials posted by users on the
Service, (ii) you may be exposed to any such materials, information, or content, and (iii)
you must bear all risks associated with the exposure to and/or use of any such materials,
information, or content, including without limitation any reliance on the accuracy,
completeness, or usefulness of such materials, information, or content. Without limitation of
the foregoing, SWYE360 LEARNING has the right to, but may or may not, pre-screen and/or
monitor content posted on the Service, and without limiting any remedies, may remove,
edit, move, or close, in whole or in part, any content, information or materials, or thread or
posting in any chat room and/or similar feature on the Service, at any time for any reason,
in SWYE360 LEARNING’ sole discretion.
8. Links to Other Sites and Resources.
The Service contains links to other websites or resources. SWYE360 LEARNING has no
control over such external sites and resources. You agree that (i) SWYE360 LEARNING is not
responsible for the availability or accuracy of such external sites and resources, and (ii)
SWYE360 LEARNING does not endorse nor is it responsible or liable for any content,
advertising, products, services or materials on or available from such external sites and
resources. Any reliance on the contents or services of such an external website or resource
is done at your own risk and you assume all responsibilities and consequences resulting
from such reliance.
9. Copyright Policy
We respect the intellectual property rights of others, and we ask that our Partners and users
do the same. It is our policy to disable access to or remove material that we believe in good
faith to be infringing on a copyrighted work. We also disable and/or terminate the accounts
of users who we believe in good faith are repeatedly infringing copyrighted works. Our
Copyright Policy has been developed in accordance with the Digital Millennium Copyright Act
(DMCA), and other applicable laws. By accepting these Terms of Service, you agree to be
bound by our Copyright Policy, which is by this reference expressly incorporated into this
Agreement.
10. Privacy Policy
We take the privacy of our users’ and Partners’ information very seriously. Our Privacy
Policy is available at www.swye360.com/Privacy-Policy. By accepting these Terms of
Service, you agree to be bound by our Privacy Policy, which is by this reference expressly
incorporated into this Agreement.
11. Indemnity
By accepting this Agreement, you agree to indemnify and hold SWYE360 LEARNING and its
subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from
any and all claims, demands, liabilities, expenses, or tax assessments, including reasonable
attorneys’ fees, arising out of any claim made by any third party or any action taken by any
governmental or regulatory body (including, without limitation, the Federal Trade
Commission or any state attorney general), due to, arising out of, or relating to (i) any
product, content, information, or materials that you submit, sell, purchase, post, transmit,
provide, or otherwise make available through the Service, (ii) your use of the Service, (iii)
your connection to the Service, (iv) your actual or alleged breach of this Agreement
(including our Copyright Policy and Privacy Policy), (v) your actual or alleged infringement
of any third party intellectual property or proprietary rights, or (vi) your actual or alleged
violation of any applicable laws, rules, regulations, or rights of another.
12. Warranty Disclaimers
YOU AGREE THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS, AND THAT YOUR USE OF THE SERVICE PROVIDED BY SWYE360
LEARNING SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW,
SWYE360 LEARNING, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE WEBSITE, THE SERVICE, AND YOUR ACCESS TO AND USE
THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE. SWYE360 LEARNING MAKES NO
WARRANTIES OR REPRESENTATIONS ABOUT THE CREDIBILITY OF THE PARTNERS OF THE
SERVICE; THAT PARTNERS WILL PERFORM AS PROMISED; ABOUT THE TRUTHFULNESS,
ACCURACY, OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY
SITES LINKED TO THIS SERVICE; ABOUT THE AVAILABILITY, QUALITY, CHARACTERISTICS,
LEGITIMACY, FUNCTIONALITY, PRICING, OR SAFETY OF ANY PRODUCTS OR CONTENT
(INCLUDING, WITHOUT LIMITATION, ANY TEACHING CONTENT) LISTED FOR SALE ON THIS
SERVICE; OR ABOUT ANY PRODUCT DESCRIPTIONS OR PRODUCT LITERATURE. SWYE360
LEARNING ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CONTENTS OF
THE SERVICE OR ANY PRODUCTS LISTED FOR SALE ON THE SERVICE ARE FIT FOR ANY
PARTICULAR PURPOSE OR WILL MEET ANY USER’S REQUIREMENTS, AND ASSUMES NO
LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS
IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT
OF THE USE OF ANY PRODUCT OR CONTENT POSTED, EMAILED, TRANSMITTED, SOLD, OR
OTHERWISE MADE AVAILABLE VIA THE SERVICE. SWYE360 LEARNING DOES NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY
HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
SWYE360 LEARNING WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR
MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES (INCLUDING ANY SELLERS, TEACHER-BUYERS OR
PARENT-BUYERS). AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY
MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND
EXERCISE CAUTION WHERE APPROPRIATE. ADDITIONALLY, SWYE360 LEARNING IS NOT
RESPONSIBLE FOR ANY DAMAGES OR LOST PROFITS THAT RESULT FROM PARTNERS
DIRECTLY CONTACTING OTHER PARTNERS OR FOR ANY DAMAGES OR LOST PROFITS
RESULTING FROM TRANSACTIONS CONDUCTED OUTSIDE OF THE SERVICE, INCLUDING
TRANSACTIONS THAT MAY ORIGINATE THROUGH THE SERVICE BUT ARE TAKEN OFFLINE
OR OUTSIDE OF THE SERVICE.
13. Limitation of Liability
YOU AGREE THAT SWYE360 LEARNING, ITS AFFILIATES, AND ITS AND THEIR OFFICERS,
DIRECTORS, EMPLOYEES, AND/OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL,
REPUTATION, USE, OR DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE
ACCESS TO, USE, OR THE INABILITY TO ACCESS OR USE THE SERVICE; (II) THE COST OF
SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO,
THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY
ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES
OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU. SWYE360 LEARNING’ LIABILITY TO YOU OR ANY
THIRD PARTY SHALL IN NO EVENT BE, IN THE AGGREGATE, GREATER THAN THE LESSER
OF (A) THE TOTAL AMOUNTS PAID BY YOU TO SWYE360 LEARNING DURING THE TWELVE
(12) MONTHS PRIOR TO THE CLAIM OR ACTION ALLEGEDLY GIVING RISE TO SUCH
LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).
YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING AND USING
THE SERVICE AND AGREEING TO THE TERMS OF THIS AGREEMENT, YOU MAY BE WAIVING
RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE SECTION 1542 OF THE CIVIL CODE
OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” FURTHERMORE, IF
YOU ARE A RESIDENT OF ANOTHER STATE OR JURISDICTION, YOU AGREE TO WAIVE IN
ADVANCE ANY SIMILAR LAWS OF SUCH OTHER STATE OR JURISDICTION.
14. Termination
We reserve the right to suspend or terminate, or take any other action or remedy that we
deem reasonable, appropriate, or necessary, in our sole discretion, with respect to your
Member Account immediately, without prior notice or liability, for any reason. If we
terminate your account, your right to use the Service will immediately cease. You may
terminate your Partner Account at any time and for any reason, and we will make available
through the Service reasonable means for you to do so. When these terms come to an end,
those terms that by their nature are intended to continue indefinitely will continue to apply,
including but not limited to, ownership provisions, licenses, warranty disclaimers, indemnity,
and limitations of liability.
15. Miscellaneous Provisions
- Ownership of Site. With the exception of the Teaching Content, this site, the Service, and
all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos,
sounds, music, artwork, content, and computer code therein (collectively, the “SWYE360
LEARNING Content”), including without limitation the design, structure, selection,
coordination, expression, “look and feel,” and arrangement of such Content is owned,
controlled, or licensed by or to SWYE360 LEARNING, and is protected by trade dress, trade
secret, copyright, patent, and trademark laws, and various other intellectual property rights.
Except as expressly provided in this Agreement or otherwise permitted by law, no SWYE360
LEARNING Content may be used, copied, reproduced, modified, republished, disassembled,
reverse engineered, uploaded, posted, publicly displayed, publicly performed, publicly
performed by means of a digital audio transmission, encoded, translated, transmitted, or
distributed in any way to any other person, computer, server, website, or in any other
medium for any purpose, without SWYE360 LEARNING’s express prior written consent.
- Entire Agreement. The Terms of Service, including SWYE360 LEARNING’ Copyright Policy
and Privacy Policy, which are incorporated by reference above, constitute the entire
agreement between you and SWYE360 LEARNING and governs your use of the Service.
- No Agency. SWYE360 LEARNING is not the agent or representative of any site users
(including, without limitation, any Teacher-Sellers, Teacher-Buyers or Parent-Buyers), nor
does it operate under their authority for any purpose. SWYE360 LEARNING is simply a
service provider that offers users the technological means to communicate with each other,
sell goods to each other, and buy goods from each other.
- Governing and Applicable Law. The Terms of Service will be governed by and construed in
accordance with the laws of the State of Texas, in the United States of America, without
regard to its conflict of law provisions. Those who choose to access the Service from other
locations do so on their own initiative and are responsible for compliance with local laws, if
and to the extent local laws are applicable. Software from this site is further subject to
United States export controls. No software from www.swye360.com may be downloaded or
otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq,
Libya, North Korea, Syria or any other country to which the United States has embargoed
goods; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated
Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) in any other
manner that violates U.S. law. By downloading or using any software, you represent and
warrant that you are not located in, under the control of, or a national or resident of any
such country or on any such list.
- Dispute Resolution_: Any dispute arising out of or relating to these terms or the Service
shall be submitted exclusively to confidential binding arbitration in Dallas, TX, except that to
the extent you have in any manner violated or threatened to violate SWYE360 LEARNING’s
intellectual property rights, we may seek injunctive or other appropriate relief in any state
or federal court in the State of Texas. You hereby consent to, and waive all defenses of lack
of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in
the state and federal courts of Texas. Arbitration under these Terms of Use shall be
conducted pursuant to the Commercial Arbitration Rules then prevailing at the American
Arbitration Association. The arbitrator's award shall be final and binding and may be entered
as a judgment in any court of competent jurisdiction. To the fullest extent permitted by
applicable law, no arbitration under this Agreement shall be joined to an arbitration
involving any other party subject to this Agreement, whether through class action
proceedings or otherwise. If a suit, action, arbitration or other proceeding of any nature
whatsoever is instituted in connection with any dispute or controversy arising out of or
related to the subject matter of this Agreement, the prevailing party shall be entitled to
recover from the non-prevailing party, in addition to any other available remedy, all
reasonable costs, including without limitation court costs, attorneys’ fees, and other
expenses incurred in such proceeding.
- Waiver and Severability. The failure of SWYE360 LEARNING to exercise or enforce any
right or provision of the Terms of Service shall not constitute a waiver of such right or
provision. If any provision of this Terms of Service shall be held unlawful, void, or
unenforceable for any reason, then that provision shall be deemed severed from this Terms
of Service and shall not affect the validity and enforceability of the remaining provisions.
The severed provision shall be deemed modified so that its purpose can be lawfully
effectuated and enforced.
- Notices. SWYE360 LEARNING may provide you with notices, including, without limitation,
those regarding changes to the Terms of Service and other service-related announcements,
by email or postings on the Service.
- SWYE360 LEARNING may change or amend these Terms. If we make material changes,
we will notify you, either through the user interface, in an email notification, or through
other reasonable means. Your use of the Service after the date such change(s) become
effective will constitute consent to the changed terms. If you do not agree to the changes,
you must immediately stop using the Service. Otherwise the new terms will apply to you.
- Future Changes in the Service. SWYE360 LEARNING reserves the right at any time (and
from time to time) to modify, suspend, or discontinue providing the Service or any part
thereof with or without notice. SWYE360 LEARNING will not be liable to you or to any third
party for any modification, suspension, or discontinuance of the Service.
- Assignment. SWYE360 LEARNING may assign this agreement to any successor or
purchaser of SWYE360 LEARNING or all or substantially all of its assets.
- Headings. Section titles and headings in this Agreement are for convenience only, and
have no legal or contractual effect.
- Contact Information. Please send any questions or comments, for Customer Service, or to
report any violations of this Agreement, to our support team here .