Terms and Conditions
Last Updated: November 2, 2021
These Terms and Conditions (the “Terms”) constitute a legally binding agreement between ESL Academy, its parents, subsidiaries, affiliates, licensees, and assigns and its parents, subsidiaries, affiliates, licensees, and assigns (collectively, “ESL ACADEMY”) and you (“you” or “your”) regarding your use of the Sites and the Services available through any of the Sites (each as defined below). By accessing or using this Sites and the Services (each as defined below), you acknowledge and agree that you have read and agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use the Site or Services available thereon.
PLEASE BE AWARE THAT THESE TERMS INCORPORATE AN ARBITRATION AGREEMENT AS FURTHER SET FORTH IN SECTION 11 BELOW, WHICH REQUIRES THE PARTIES RESOLVE ANY DISPUTES ARISING HEREUNDER THROUGH FINAL AND BINDING ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF ON AN INDIVIDUAL BASIS; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO JURY TRIAL.
1. Site and Services:
Subject to these Terms, users can access and use ESL ACADEMY’s website(s) available at www.ESLAcademy.edu, and all ESL ACADEMY-owned or controlled websites, regardless of domain name or IP address (individually, the “Site” and collectively, the “Sites”) and all features, modalities, applications, programs, and other materials accessible through or in connection with the Sites, including, without limitation, student portals, learning sites, and applications (collectively, the “Services”). Certain Services may be subject to additional terms and conditions (collectively, the “Additional Terms”) as may be set forth herein, on the relevant Sites, or in connection with your use of the Services. Your use of such Services constitutes your agreement to the applicable Additional Terms and such Additional Terms are hereby incorporated into these Terms. Further, these Terms are in addition to the terms or conditions of any other agreement you may have with ESL ACADEMY for products, services or otherwise, including, without limitation, terms, conditions and policies relating to the courses and educational programs provided by ESL ACADEMY. ESL ACADEMY may change, add, remove, suspend or discontinue the Services or any portion thereof, temporarily or permanently, without notice or liability to you. ESL ACADEMY may limit or deny access to the Site and Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction without liability or obligation to you.
- ESL ACADEMY exclusively owns all right, title, and interest in and to the Site and Services, and all materials on this Site, unless otherwise specified. No title to or ownership of the Site or Services, or any proprietary rights therein or related thereto, are transferred under or by virtue of these Terms. ESL ACADEMY reserves all rights in and to the Services not expressly granted to you under this Agreement. The Services are protected by copyright laws and treaties, as well as Laws (as defined below) related to other forms of intellectual property rights. Conditioned upon your compliance with these Terms, ESL ACADEMY grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for your educational, personal, non-commercial use only during the Term (as defined below).
- If you provide any suggestions, requests, recommendations, comments or other feedback (“Feedback”) relating to the Site or Services to ESL ACADEMY, you agree that such Feedback is not confidential and will become and remain ESL ACADEMY’s property. Such disclosure shall constitute an assignment of all worldwide right, title, and interest of every kind therein to ESL ACADEMY, and ESL ACADEMY and other authorized entities may freely use the Feedback (for any commercial or non-commercial purpose) without any payment or obligation to you. ESL ACADEMY will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Site or Services identified in the Feedback or otherwise.
- You are solely responsible for securing all access to your account. You may not share your user name or password for the Site or Services with any third party, or allow any third party to access or use the Site or Services. You shall promptly notify ESL ACADEMY in the event of any unauthorized use of or access to the Services, and provide reasonable assistance to ESL ACADEMY in investigating and preventing the recurrence of such unauthorized use or access.
- ESL ACADEMY expects all users to respect ESL ACADEMY’s and third parties’ intellectual property. As such, you agree that:
- No material from these pages may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download copies of learning materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. For purposes of this Agreement, the use of any such material on any other web site or networked computer environment is prohibited.
- You may not use the Site or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy or other rights, or code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
- You may not interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein; attempt to gain unauthorized access to the Site or Services or its related systems or networks; copy the Services or any part, feature, function or user interface thereof unless expressly permitted hereunder.
- You may not modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Site or Services.
- You may not access the Site or Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
- You may not “harvest” or collect information from the Site or Services (including information about other users of the Site or Services or offerings, products or services available on the Site or Services) using an automated software tool or manually on a mass basis.
- You may not reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”).
- You may not integrate or link to any open source software or freeware with the Site or Services.
- You may not remove any proprietary notices, labels or marks from the Site or Services.
- You may not sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Site or Services in a service bureau or outsourcing offering, or otherwise access or use the Site or Services other than as expressly permitted hereunder.
- You may not permit third parties to do any of the foregoing.
- You represent, warrant, and covenant that (i) you are of the legal age of majority in your jurisdiction and/or are an authorized representative of your company with the full power and authority to enter into the Terms; (ii) you will comply at all times with all relevant and applicable Laws; and (iii) to the extent you share with ESL ACADEMY any personal data or User Content (as defined below) of any third party for any purpose, you have the authority (including any necessary consents), as required under applicable Law, to provide ESL ACADEMY with such personal data and/or User Content, and allow ESL ACADEMY to use such personal data and User Content for the purposes for which you shared it.
3. User Content:
“User Content” shall mean any information or materials, including, without limitation, comments, photos, videos, graphics, and other content, you transmit, upload, provide, submit, or post to the Sites, Services, and ESL ACADEMY’s social media pages, or provide to ESL ACADEMY in connection therewith. You are solely responsible for any activity taking place on your account, including any User Content you submit to the Sites or Services. As such, you agree that:
- You have all rights and licenses necessary in connection with the submission and use of any User Content;
- All User Content will be accurate, complete, and is not likely to deceive reasonable users;
- You will not submit any User Content to the Sites or Services that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- You will not submit any User Content to the Sites or Services that is unlawful, offensive, threatening, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, abusive, inflammatory, fraudulent, or otherwise violates any third party’s rights, applicable Laws, or the Terms;
- You will not submit any private information of any third party including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; and
- User Content shall not contain any viruses, corrupt data, or other harmful or destructive files.
By submitting User Content to the Sites and Services and via posting to or tagging ESL ACADEMY’s social media pages, including, without limitation, Facebook, Instagram, Twitter, and YouTube, you hereby grant ESL ACADEMY a royalty-free, transferable, sublicensable, nonexclusive, worldwide right and license to publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any User Content (i) in order to provide the Sites and Services; (ii) via ESL ACADEMY’s social media pages including, without limitation, via reposting, sharing, reuploading, and promoting (with boosting, whitelisting, paid media or otherwise); and (iii) in advertising and marketing materials of any kind for ESL ACADEMY, its Sites, Services, and other products in any media now known or hereafter devised. ESL ACADEMY takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or resulting therefrom, nor is ESL ACADEMY liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. ESL ACADEMY has the right, but no obligation, to prescreen, monitor, edit, or remove any User Content submitted through the Sites by any user. However, ESL ACADEMY reserves the right, and has absolute discretion, to refuse, block, move, or remove any User Content posted or stored on the Sites and Services at any time with or without cause and for any reason or no reason, with or without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on or through the Sites and Services at your sole cost and expense.
5. Term and Termination:
You agree to indemnify, hold harmless and defend ESL ACADEMY, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “ESL ACADEMY Parties”), from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) allegations relating to your use of the Sites and Services including, without limitation, that such use infringes, misappropriates or otherwise violates a third party’s rights, applicable Laws, or these Terms; (b) any breach of representation, warranty, covenant or obligation hereunder; or (c) User Content or Feedback or the use thereof.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ESL ACADEMY MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND WHATSOEVER. USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. ESL ACADEMY EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ESL ACADEMY DOES NOT WARRANT THAT THE SITE OR SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. ESL ACADEMY SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SITE OR SERVICES, FAILURE OF THE SITE OR SERVICES, OR OTHERWISE RELATING TO THE SITE OR SERVICES.
8. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESL ACADEMY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ESL ACADEMY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ESL ACADEMY’S TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED US DOLLARS ($100 USD). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, ANY TRANSACTIONS OCCURRING THEREON, THESE TERMS, OR ANY ORDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Linked Sites and Third Party Content and Applications:
You may not use the ESL ACADEMY Marks or any proprietary materials of ESL ACADEMY to link to the Sites without the express prior written permission of ESL ACADEMY. Further, you may not use, frame or utilize framing techniques to enclose any ESL ACADEMY Marks or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without ESL ACADEMY’s express prior written permission. Except as expressly stated above, you are not conveyed any right or license by implication, usage, custom, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ESL ACADEMY or any third party.
In addition to official pages on the Sites containing the content of ESL ACADEMY in support of ESL ACADEMY’s mission or related administrative business, the Sites may include third party content on the Sites and may provide links to web pages and content of third parties (collectively the “Third Party Content“) as a service to those interested in this information, including content and views of various individuals such as employees, students, faculty, alumni or members of the public. The views expressed in such Third Party Content should not be construed as representing the views of ESL ACADEMY. In addition, the Sites may include certain applications, features, programs, portals, and services provided by third parties (the “Third Party Applications“). ESL ACADEMY cannot guarantee that it will monitor Third Party Content or Third Party Applications, nor can it guarantee the accuracy or completeness of such Third Party Content or Third Party Applications. ESL ACADEMY is not responsible or liable in any manner for any Third Party Content or Third Party Applications, or for any loss, liability, harm or damages of any sort incurred as the result of your use thereof or access thereto, and makes no representations or warranties in connection with any Third Party Content or Third Party Applications, which at all times and in each instance is provided “as is.” Third Party Applications may be subject to additional terms and conditions or agreements between you and the provider of such Third Party Applications as may be provided to you in connection therewith, and you agree to fully comply with all such additional terms, conditions and agreements. Users use such Third Party Content and Third Party Applications at their own risk.
ESL ACADEMY may provide information about or links to third party products or services on the Sites or may run third party advertisements or promotions on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. ESL ACADEMY is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-ESL ACADEMY advertisers or third party information on the Sites.
10. Applicable Laws:
This Sites are controlled by ESL ACADEMY from its premises within the United States. ESL ACADEMY makes no representation that materials in the site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations can do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. export laws and regulations.
11. Arbitration Agreement:
- You agree that any dispute or claim relating in any way to your access or use of the Site or Services, or to any aspect of your relationship with ESL ACADEMY, will be resolved by binding arbitration in accordance with the Federal Arbitration Act, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify; and (ii) ESL ACADEMY may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in Skokie, Illinois. All other claims shall be arbitrated.
- You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 8930 Gross Point Rd., Suite 100, Skokie, IL 60077 within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your ESL ACADEMY username (if any), the email address you used to set up your ESL ACADEMY account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with ESL ACADEMY.
- If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of your relationship with ESL ACADEMY.
12. Children Under the Age of 13:
ESL ACADEMY reserves the right, in its sole discretion, to modify these Terms at any time with or without notice to you, provided that notice may include posting a revised version of these Terms on the Services or Sites. Any such modified Terms will be effective immediately upon being made available to you, and your continued use of the Sites or Services thereafter constitutes your affirmative acceptance of such modified Terms. Otherwise, the Terms may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of ESL ACADEMY. You understand that if you do not agree to any modifications, your sole and exclusive remedy is to discontinue any use of the Sites or Services.
15. Contact Us: