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Terms of Service
Last updated: January 20, 2026
Welcome to Neuroly and thank you for your interest in www.neuroly.co (the "Website", "Site" or "Platform"), owned and operated by Dynamic Learning Network Inc. ("Neuroly," "us", "our" or "we"). Neuroly provides this Website to individuals seeking Tutoring services ("Students") and to Individuals seeking to provide those Tutoring services to Students ("Tutors"). Any party, including Students, Tutors and visitors to this Website may be referred to hereafter as the "user" or "you" throughout the Terms of Service and our Website. The Website constitutes our service (the "Service" or "Services"). Unless otherwise specified, all references to the Services include the Platform services available through the Neuroly Website, as well as any software that Neuroly provides to you that allows you to access the Services. The following Terms of Service are a legally binding contract between Students, Tutors and Neuroly regarding your use of the Service. Please read the following Terms of Service ("Terms" or "Agreement") carefully before accessing or using any of the Services. Each time you access or view the content of our Website, contract with a Tutor for tutoring services through our Website, register as a Tutor on our Website or use our Website in any other manner, you, and if you are acting on behalf of a third party or your employer, such third party or employer, agree to be bound by these Terms whether or not you register with us. If you do not agree to be bound by all of these Terms, you may not access or use the Service. You acknowledge that Tutors are independent contractors and that Neuroly is not a party to any engagement, agreement, assignment, arrangement, job, service or transaction between users of our Platform for the hiring or performance of the Tutor's service. No agency, partnership, joint venture, or employment relationship between Neuroly and any user of our Services is created as a result of these Terms of Service or any user's access to, or use of, any part of the Platform. Neuroly does not endorse any users of our Services and has no control of the services, job or work to be performed by Tutors, or the payment for the same by the Student. It is within the sole and absolute discretion of the users of our Services to engage one another through our Services. You should always exercise responsibility, due diligence and care when deciding whether to engage, hire or have any interaction with any other user as a Student or a Tutor. You agree that the use of our Services is at your sole risk and by using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties and not Neuroly. You agree not to attempt to impose liability on, or seek any legal remedy from Neuroly with respect to such actions or omissions. Furthermore, you hereby agree that Neuroly shall have no liability for any damages or injuries resulting from your use of our Platform or any engagement and interaction with another user by reason of your access to, and use of, our Platform or Services. In addition, certain areas of our Service may be subject to additional Terms and Conditions that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms and Conditions applicable to such areas. In the event that any of the additional Terms and Conditions governing such area conflict with these Terms, the additional Terms and Conditions will control. Neuroly may change this Agreement at any time by posting an updated Terms of Service on this site. If any amendment to these Terms is unacceptable to you, you shall cease using this Website. If you continue using the Website, you will be conclusively deemed to have accepted the changes. PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE RESOLUTION SECTION OF THESE TERMS. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, INCLUDING THE DISPUTE RESOLUTION, ARBITRATION PROVISIONS AND CLASS ACTION WAIVER AND ACCEPT ALL OF THE TERMS. YOU MAY NOT USE OR ACCESS OUR PLATFORM IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Description of Service
a. Neuroly is an online Platform that connects Students with Tutors in the subject areas that the Student needs assistance with. The Student, once registered with Neuroly, can search our database for a Tutor according to their profile, subject matter, services and other criteria available in their profile. Student can then select a Tutor and schedule a session. Tutors set their own rates and conditions, including their rescheduling and no-show policy. Payment for the Tutor is made though the Neuroly Platform third party secure payment portal we provide you. b. Neuroly Services includes the Neuroly content, systems, procedures, processes and technologies, and; any hardware, software, applications, data, reports, and other content made available by or on behalf of Neuroly. c. The Service does not include any software application or service that is provided by you or a third party, which you use in connection with the Service. d. Any modifications and new features added to the Service are also subject to this Agreement. e. Neuroly reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Neuroly.
2. Eligibility for Our Service
a. By using our Services, you represent and warrant that you have attained the age of majority where you reside (18 years of age in most jurisdictions) and are otherwise capable of entering into binding contracts including this Agreement. b. If you are using our Services on behalf of a school, company or other organization, you represent and warrant that you have received authority to act on behalf of that school or entity and to bind that entity to this Agreement. c. Persons who are at least 13 years of age but under the age of majority may only use our Services with parental or legal guardian consent. Accordingly, you agree that you are at least the age of majority or older, or have received legal parental or guardian consent from someone fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms, and will provide proof thereof to Neuroly upon registration with our Service. d. COPPA Compliance: We comply with the Children's Online Privacy Protection Act of 1998 ("COPPA"), which requires that we obtain verifiable parental consent before collecting, using, or disclosing personal information from children under 13 years of age. i. Verifiable Parental Consent Before a child under 13 can use our Services, we require a parent or legal guardian to: • Create an account on behalf of the child; • Provide verifiable parental consent through one of the following methods: • Credit card verification; • Consent form signed and returned via mail, fax, or electronic scan; • Government-issued ID checked against a database; • Other method approved by the FTC. ii. Information We Collect from Children With parental consent, we may collect the following personal information from children under 13: • First name or username (we do not collect last names); • Parent's email address; • Child's age or date of birth; • Educational progress and performance data; • User-generated content submitted through our Services; • Persistent identifiers (IP address, device ID) for internal operations only. e. ALL TUTORING SESSIONS INVOLVING A STUDENT UNDER THE AGE OF MAJORITY SHOULD BE SUPERVISED BY A PARENT OR A LEGAL GUARDIAN. f. If you are a Tutor, you further represent and warrant that you have attained the above required age or majority where you provide your Tutoring services, and have received any required legal authorization certification or licensure, permitting you to work in the jurisdiction or territory in which you will perform any services. g. As a user of our Services you represent and warrant that you have not been, and currently are not, the subject of any criminal complaint, action or restraining order for any offence involving violence, fraud, larceny, theft, abuse, neglect or any offense that involves endangering the safety of others, including without limitation any sexual or child abuse offenses, and you are not required to register as a sex offender in any jurisdiction. h. Neuroly reserves the right to conduct any criminal background screenings on Tutors, at any time and using available public records, to confirm your compliance with these and any other terms of this agreement.
3. Student Information Sharing; Individualized Education Program (IEP) Information Disclosure; Family Educational Rights and Privacy Act (FERPA)
By using this Platform to connect with Tutors, you acknowledge and agree to the following terms regarding the sharing of your Student's educational information: a. Information Sharing and Consent When you select a Tutor through our Platform, you expressly authorize and consent to our Platform sharing certain educational information about your Student with the Tutor you have chosen. This information may include, but is not limited to: • Your Student's Individualized Education Program (IEP) documentation • Personalized learning plans and educational strategies • Academic goals and objectives outlined in the IEP • Specific services, accommodations, and modifications identified for your Student • Progress monitoring data and assessment results • Any other educational records relevant to providing effective Tutoring services b. Purpose of Information Sharing The information is shared solely for the purpose of enabling the selected Tutor to provide appropriate, individualized Tutoring services that align with your Student's documented educational needs and goals. This sharing allows Tutors to: • Understand your Student's specific learning requirements • Implement appropriate instructional strategies and accommodations • Work toward the goals established in the IEP • Provide services that complement your Student's overall educational program c. Your Rights and Responsibilities As a parent or legal guardian, you: • Retain the right to review what information will be shared before selecting a Tutor • May withdraw consent for information sharing at any time by discontinuing services through the Platform • Are responsible for ensuring the accuracy of any information you provide to the Platform • Acknowledge that Tutors receiving this information are bound by confidentiality obligations d. Tutor Confidentiality Obligations All Tutors on our Platform are required to maintain the confidentiality of Student information in accordance with applicable privacy laws, including the Family Educational Rights and Privacy Act (FERPA) where applicable. Tutors may not share, distribute, or use Student information for any purpose other than providing contracted Tutoring services. e. Data Security We implement reasonable security measures to protect Student information during transmission and storage. However, you acknowledge that no electronic transmission or storage system is completely secure. By proceeding to select a Tutor through this Platform, you confirm that you have read, understood, and agree to these terms regarding the sharing of your Student's IEP and educational information.
4. Accounts and Registration
a. To access some features of the Service you will be required to register for an account as a Student or as a Tutor. Both accounts are free. Tutor accounts are subject to a "Neuroly Technology Service Fee" on all Tutor services scheduled and paid for through the Neuroly Platform. When you register for an account, you may be required to provide us with some information about yourself (such as your name, date of birth, e-mail address, physical address, phone number or other personal information). Tutors on our Website may also be required to provide, without limitation, your business entity information, a driver license, picture ID, second form of ID, Social Security number (SSN) or Federal Employer Identification Number (FEIN), work experience certificate, information regarding any credentials, licenses or registration and copy of diploma. We may collect bank information from Tutors for the purposes of transmitting payment to them. Some of this information may be of a confidential nature and may include personal identifying information (all "Your Information"). b. If you provide Your Information to us then you agree to provide true, current, complete and accurate information, and not to misrepresent your identity. You also agree to keep Your Information current and to update Your Information if any of Your Information changes. c. Our collection, use and disclosure of Your Information is governed by this Agreement and our Privacy Policy, which you may access at https://www.neuroly.co/privacy.
5. Account Management
a. Keep Your Password Secure. If you have been issued an account by Neuroly in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Neuroly, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Neuroly immediately. b. Keep Your Details Accurate. Neuroly may send notices to the email address or text messages to your mobile phone registered with your account. You must keep your email address, mobile phone number and, where applicable, your contact details and payment details associated with your account current and accurate. c. We reserve the right to modify, suspend or terminate the Service, any user account or your access to the Service for any reason, without notice, at any time, and without liability to you. d. You can cancel your account at anytime. Upon termination or cancellation, all licenses and other rights granted to you in these Terms will immediately cease. e. We reserve the right to refuse to issue an account to anyone or permit access to the Service to anyone for any reason at any time.
6. Payments and Taxes
Users acknowledge that Neuroly reserves the right to charge service fees for any portion of our Services. Students must at all times use the Neuroly secure payment portal that we provide for you to pay the Tutor for their service. Neuroly will distribute the payment to the Tutor. A failure to make your payment though the Neuroly secure payment portal is a breach of the terms of this agreement and may result in the termination of the Student's and/or the Tutor's access to our Services. All balances and all fees, charges, and payments collected or paid through the Services are in US dollars. a. Payments by Students to the Tutor for their services will be processed by a secure third party payment processing service that we may make available to you, using the credit card information or other method of payment you have provided to Neuroly during registration or at the time of hiring a Tutor. b. Neuroly is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, a Student's mistaken submission of payment information or submission of erroneous payment information. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your personal financial information, you must contact the third party providing the method of payment, your credit card issuer or your bank, and not Neuroly. c. Each Student authorizes Neuroly, or the third party payment processor to confirm that the credit card account or other payment method associated with their Account and used in connection with the Services is and remains in good standing with a financial institution as long as the user is using our Services. d. Each Tutor authorizes us to obtain credit reports or other background inquiries from time to time to assess the Tutor's eligibility to continued use of the Services. e. Each Tutor authorizes Neuroly to direct all payments, after deduction of any Neuroly Platform service fees, to their registered bank account via the authorized payment Platform used by Neuroly. Neuroly reserves the right to hold payments related to fraud or theft until clearance has been granted for the said payment. f. All users of the Service (and not Neuroly) will be liable for any taxes (including VAT, if applicable), required to be collected on the Services and remitted to the appropriate federal, state and local authorities. g. Neuroly is not responsible for any payment refunds and all payment refund requests are the sole responsibility of the Tutor.
7. The Good Fit Guarantee
We want to make sure that our users are satisfied with their Neuroly experience and our Tutors and therefore a Student's first Tutoring session with a Tutor is free. The Good Fit guarantee only applies to the Student's first session with a new Tutor.
8. No Circumvention
Users that have an account with Neuroly are prohibited from circumventing Neuroly for the purpose of engaging one another for Tutoring work or services. Users may not contact another user in any manner whatsoever with the intent and purpose of avoiding Neuroly Services. Any violation of this non-circumvent term will result in the immediate termination of one or both users account(s).
9. Independent Contractors; No Guarantees, Warrantees or Endorsements
a. Neuroly is not an employer, agent or representative of either a Student or a Tutor. Students and Tutors are independent contractors and Neuroly does not provide services and is not a party to any transaction between users. Neuroly is only a technology company and Marketplace venue that provides a Platform on which users can meet and independently decide whether or not to engage with each other. Neuroly does not have control over the quality, suitability, safety, legality or any other aspect whatsoever of any services provided by Tutors, nor of the integrity, responsibility or any of the actions or omissions of any Tutor or Student. Neuroly does not control or guarantee the ability of Students to pay for services through the Platform, or that a Student or Tutor will actually complete a transaction or deliver the service purchased. Neuroly makes no representations, guarantees or warranties whatsoever with respect to services or events offered by Tutors through the use of the Platform, whether in public, private, in online or offline interactions. b. The following is provided for the avoidance of any doubt: i. Neuroly is not a party to any agreement for Tutor services and does not itself offer to perform any Tutor services. ii. The users of our Services are not employees or agents of Neuroly. iii. Neuroly is not an agent or representative of any user. iv. Neuroly does not, in any way, supervise, direct, or control the Tutor or the Tutor's services. v. Neuroly makes no representations about, and does not guarantee or warranty the quality, safety, or legality of the Tutor services, including, without limitation, all warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. vi. Neuroly does not intervene in, or mediate any transaction or dispute between the Student and Tutors, including without limitation payment or performance disputes. If you have any issues with a Student or a Tutor respectively, you must resolve it between yourselves. c. Neuroly does not endorse or recommend the services of any particular Tutor, and we do not independently verify their representations about their services, their qualifications, their licenses, registration or credentials, their background, their identities, the ability of a Tutor to deliver their services, nor do we validate any reviews. It is the sole responsibility of each Student to evaluate the Tutor and their qualifications to perform their services.
10. Tutor Specific Terms
As a Tutor you agree to the following terms: a. Create a Free Account. In order to participate in our Marketplace community Tutors must create a free account. While the Tutor Account is free, Neuroly does charge the Tutor a fee for each booked service completed using our Platform and Services. b. Marketplace Access Rights. Tutor acknowledges that Neuroly maintains an online Platform connecting service providers offering educational instruction ("Tutors") with individuals seeking such instruction ("Students"). This Agreement grants Tutor a limited license to utilize Neuroly's Platform solely to market Tutor's own independent educational services, subject to all terms herein. Tutor shall not promote any products, services, or commercial offerings unrelated to independent tutoring through the Platform. c. Nature of Relationship. Neuroly's role is strictly limited to operating a digital Platform that facilitates connections between Students and Tutors. Neuroly does not hire, employ, or contract with Tutor to perform any services on Neuroly's behalf. Any service arrangement entered into through the Platform exists solely between Tutor and the Student who engages Tutor. No aspect of this Agreement, the Platform's general terms, or Platform usage establishes any employment, agency, partnership, joint venture, or franchise relationship between Tutor and Neuroly. Tutor operates as an independent business entity. Tutor shall not be classified as Neuroly's employee or contractor under any statute or regulation. d. Description of Tutor Services. You warrant that your description of all services you list on our Platform will be accurate and truthful. e. Scheduling and Session Management. Tutor retains complete autonomy over availability, scheduling, and session timing. Tutor alone establishes policies regarding session cancellations, including whether to impose cancellation charges and the amount thereof. f. Compensation and Service Charges. Tutor has sole discretion to establish pricing for tutoring sessions. In exchange for Platform access, Tutor agrees to allow Neuroly to deduct a service charge ("Neuroly Technology Service Fee") from each payment made by a Student for Tutors services. The Neuroly Technology Service Fee is calculated according to Neuroly's published fee schedule which is made available to the Tutor upon establishing an account and again thereafter if changes are made to the fee schedule. Tutor authorizes Neuroly to deduct the Neuroly Technology Service Fee from Student payments that Neuroly processes on Tutor's behalf. Tutor shall not solicit or accept payment directly from Students for services arranged through the Platform, thereby circumventing the Platform. g. Non Circumvention by Tutors and Students. Users that have an account with Neuroly are prohibited from circumventing Neuroly for the purpose of engaging one another for Tutoring work or services. Users may not contact another user in any manner whatsoever with the intent and purpose of avoiding Neuroly Services. Any violation of this non-circumvent term will result in the immediate termination of one or both users account(s). h. Payment Processing Requirements. Tutor agrees to comply with Neuroly's published payment processing policies and shall not circumvent or undermine such policies or divert payments away from Neuroly's processing system. Before providing any services to a prospective Student, Tutor must confirm with Neuroly that the Student has registered valid payment credentials. Neuroly bears no responsibility for sessions conducted before Student payment information has been properly registered. Following each session, Tutor shall record session duration through the Platform to enable Neuroly to process payment collection. i. Tax Obligations. Tutor assumes full responsibility for all tax liabilities arising from income earned hereunder, including federal, state, and local income taxes and self-employment taxes. Neuroly shall not withhold any portion of Tutor's compensation for tax purposes. j. Information Protection. Tutor acknowledges that providing service requires access to Student personal information, including, but not limited to, names, addresses, contact details, Individualized Education Program (IEP) Information and service requests (collectively, "Protected Information"). Tutor agrees to maintain strict confidentiality of all Protected Information both during and after the term of this Agreement, and shall not disclose such information to third parties or use it for any purpose beyond providing the contracted tutoring services. k. Liability and Indemnification. Tutor agrees to defend, indemnify, and hold harmless Neuroly and its affiliates, officers, directors, employees, agents, and other independent contractors from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Tutor's performance of services under this Agreement or any breach of Tutor's obligations hereunder. Tutor acknowledges that Neuroly provides only a connection Platform and makes no warranties, representations, or guarantees regarding any Platform user, including Students, their Parents or their guardians. Neuroly does not conduct background screenings of users. Tutor bears sole responsibility for exercising professional judgment in determining whether to accept any Student engagement and for conducting any desired screening or reference verification regarding prospective Students. l. Academic Integrity Standards. Tutor shall not utilize the Platform to facilitate academic misconduct, including but not limited to completing student assignments, authoring papers for submission by others, proxy test-taking, or any activity that would violate educational institution or workplace conduct standards. m. Profession Conduct. The Tutor shall at all times: • Honor all bookings and appointments and Communicate with Students about delays. • Provide accurate descriptions of your services. • Comply with all Federal, State and Local law. • Maintain as active all licenses, certifications, registrations, permits and other qualifying documents at all times. • Treat Students with respect and professionalism in your messages. • Never use inappropriate language, harassment, or rude behavior toward any Student or any other user of our Platform. n. Account Termination. Tutor may terminate the Tutor's account at any time as provided in the Neuroly Terms of Service. Furthermore, Neuroly reserves the right to suspend or terminate Tutor's Platform access under the following circumstances: • Failure to satisfy Neuroly's verification or credentialing standards; • Material violation of this Agreement, Platform Terms of Service, payment policies, or Platform misuse; • Soliciting Students obtained through the Platform for outside transactions; • Issuance of a protective order against Tutor, or criminal conviction involving violence, sexual offenses, offenses against minors, abuse, fraud, theft, or endangerment; • Failure to cooperate reasonably in resolving Student disputes or a pattern of Student complaints; • Chronic failure to respond to account communications within reasonable timeframes; • Neuroly shall provide email notification of any account termination. o. Incorporated Terms. Neuroly's Terms of Service and Privacy Policy, in their entirety, are incorporated by reference and constitute part of this Tutor Specific Terms Section.
11. Student Specific Terms
As a Student you agree to the following terms: a. Always treat Tutors with respect and professionalism in your messages. b. Inappropriate language, harassment, or rude behavior isn't allowed and may lead to warnings or removal from the Platform. c. Book service appointment and make purchases only if you're fully prepared to complete the transaction. d. To keep everyone safe, please keep all of your communication and transactions on our Platform. Avoid sharing personal contact details like phone numbers, emails, or social media handles. e. All payments must go through our third party secure payment processor to protect both Students and Tutors. f. Fraudulent claims or activity will result in a permanent account ban. g. Tutors may have different refund, return or exchange policies—please review them before you engage a Tutor. h. Make sure your address is correct before booking a service or placing an order. Students are responsible for any delivery issues caused by incorrect information. i. If there's a problem with delivery of a purchase, please reach out to the Tutor directly—they're your best point of contact for resolving these issues. j. Don't ask Tutors to circumvent our Services and complete the sale outside of our Platform. It violates our policy and could lead to your account termination.
12. Licenses, Permits and Tutor Qualifications
Neuroly may, but has no obligation to request or verify any Tutor's professional credentials, license, permit or qualifications. Users must determine for themselves whether a Tutor is licensed and qualified to perform the Tutoring services requested.
13. Your License, Access and Use of our Services
a. Subject to your continued compliance with this Agreement, Neuroly grants you, a limited, non-exclusive, revocable, non-sub-licensable, worldwide, license to access and use the Neuroly Website and Services solely for your personal use. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. b. Your right to access and use our Services is personal to you, or your business entity, and is not transferable by you to any other person or entity. Access to our Services may not be available in all locations. You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of this Agreement and our Privacy Policy. Any action by you that, in our sole discretion: (i) violates the terms and conditions of this Agreement and/or the Privacy Policy; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses, harasses, offends or threatens others, shall not be permitted, and may result in your loss of the right to access and use our Services. c. The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (iii) you shall not access the Services in order to build a similar or competitive Service; and (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms. d. Furthermore, you agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services, or (v) interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. e. Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. f. Our Services may now, or in the future, have "publicly accessible areas" that allow users to post their own User Content that will be accessible by the public or the user population generally. As a user of the Services, you acknowledge and affirmatively agree that in the course of using the Services you may be exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate. You further agree that Neuroly shall not, under any circumstances, be liable in any way for any User Content. g. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your purchases or use of the Services.
14. Privacy and Your Personal Information
For information about the Neuroly data protection practices and privacy policies, please read our Privacy Policy, which is incorporated by reference here, available at https://www.neuroly.co/privacy. This policy explains how we treat your personal information, and protect your privacy when you use the Services. You agree to the use of your personal information by Neuroly in accordance with the Neuroly Privacy Policy.
15. Information Accuracy
a. We make no representation as to the completeness, accuracy, or currency of any information on the Service or other content available on this Site. b. We attempt to ensure that information on this Service is complete, accurate and current, however, despite our best efforts, the information on our Service may occasionally be inaccurate, incomplete or out of date and Neuroly disclaims any responsibility or liability for such information. By using the Services, you agree to accept such risks.
16. Proprietary Rights
a. As between Neuroly and you, Neuroly or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Neuroly.
17. Intellectual Property Rights
a. Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the "Proprietary Marks"), are owned by Neuroly. You may not use the Proprietary Marks without our prior written permission. b. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners. c. The information, descriptions, advice, data, software and content viewable on, contained in, or downloadable from our Services (collectively, "Our Content"), including, without limitation, all text, graphics, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to us or Our Content suppliers. d. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the "Collective Work"). e. All software used on, or within our Services is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or the Software. f. You are solely responsible for any damages resulting from your infringement of our, or any third-parties, intellectual property rights regarding the Trademarks, Our Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
18. Use of Our Content
a. We grant you a limited license to access, print, download or otherwise make personal use of Our Content and the Collective Work for your noncommercial personal use provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing. b. You may not modify Our Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble Our Content and the Collective Work, or transfer Our Content or the Collective Work to another person or entity.
19. User Content Rights and Related Responsibilities; License to Neuroly
a. "User Content" means, without limitation, any profile, profile photo, educational information, certificates, diplomas, lessons, homework assignments, images, photos, audio, video, artwork, text, messages, documents, digital files, music, data, lists, hyperlinks, comments, reviews, feedback, suggestions, or any other content you (Students or Tutors) upload, transmit, share or otherwise make available to other users (Students or Tutors) of the Platform or Neuroly via the Services. You represent and warrant that you own or otherwise control the rights to your User Content and that each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use those parts at any and all times. You further agree to indemnify Neuroly and its affiliates for all claims arising from or in connection with any claims to any rights in your User Content, or any damages arising from our use of your User Content. b. By submitting User Content on or through the Service, you grant to Neuroly, and to each of the Neuroly users with whom you share your User Content, a perpetual, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, re-use, broadcast, stream, download, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, edit, alter, modify, adapt, translate, create derivative works based upon, and to publicly perform such User Content without attribution, and without the requirement of any permission from, or payment to, you or to any other person or entity, in any manner including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes, and in any and all media now known or hereafter devised. You retain all rights in your Content, subject to the rights you granted to us, and to our users, in these Terms. c. In order for us to provide the Service to you, we require that you grant us certain rights with respect to User Content, including the ability to share, transmit, perform, manipulate, process, store and copy User Content. Your acceptance of this Agreement gives us the permission to do so and grants us any such rights necessary to provide the Service to you. d. You agree that any User Content you submit to our Service in a public area of our Services may be viewed or heard by other users, any person visiting or participating in the Service, and by the public in general. e. Neuroly expressly disclaims any liability for the loss or damage to any User Content or any losses or damages you incur as a result of the loss or damage of any User Content. It is your responsibility to back-up any User Content to prevent its loss. f. You are solely responsible for your User Content, including, without limitation, reviews, comments and feedback, and any damages suffered by Neuroly resulting there from. g. Neuroly may block, remove or return any User Content at any time in our sole discretion for any reason whatsoever, or for no reason at all. We are not responsible for the authenticity, accuracy, completeness, appropriateness, or legality of User Content. h. User Content is not considered to be confidential. You agree not to submit User Content to a public area of our Services, or to other users of our Services, in which you have any expectation of privacy or confidentiality. i. You may submit comments or ideas about the Services ("Ideas") to Neuroly. By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and that we are free to use, and disclose, the Ideas on a non-confidential basis or otherwise to anyone without any additional compensation to you.
20. Acceptable Use Guidelines; Code Of Conduct
Neuroly is committed to providing a safe and friendly Platform. To ensure the best possible experience for all users of our Services, we have established some basic acceptable use guidelines and rules for your conduct. By using our Services, you agree that you have read and will follow the rules and guidelines set forth below. Please take a moment to acquaint yourself with these important rules and guidelines. In order to preserve a climate that encourages productive, civil and meaningful interaction, Neuroly reserves the right to suspend or terminate a user's account for a violation of these rules. You agree not to use our Service to transmit or distribute any messages or User Content as defined in these Terms of Service that is false, offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, defamatory, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, violates the rights of any party, gives rise to liability, is politically oriented, contains corrupted data or any other harmful, disruptive, or destructive files, or that would constitute or encourage a criminal offense. The following includes, without limitation, examples of the things you may not do: a. Stalk, harass, defame, abuse, bully, threaten or otherwise violate the legal rights of others. b. Advocate others for the harassment or intimidation of another person. c. Provoke or antagonize people, including trolling. d. Impersonate any person or entity. e. Send or promote messages that involve violence, racism, bigotry, hatred, physical harm or discrimination of any kind against any group or individual. f. Promote illegal activities or conduct that is defamatory, libelous or otherwise objectionable. g. Send or promote material that exploits people in a sexual, pornographic or violent manner. h. Send or promote anything that exploits children or minors or that depicts cruelty to animals. i. Send or promote anything that depicts people in places where they have an expectation of privacy without their knowledge and consent, like a bathroom, dressing room, locker room, etc. j. Engage in sending illegal or impermissible communications including, without limitation bulk messaging and auto-messaging. k. Send or promote messages that encourage or suggest self-harm to another person. l. Use the service in an illegal manner, to commit an illegal act or to provide instructional information about illegal activities. m. Transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware. n. Infringe upon someone else's trademark, copyright or other intellectual property or other rights, including public display of photos of individuals attending any Events. o. Engage in spam. Please don't transmit, distribute or post any junk mail, "spam," chain letters, pyramid schemes, or any other form of solicitation. p. Neuroly reserves the right to suspend or terminate any user account at any time for any reason, with or without warning and without liability to the user. If you violate these guidelines, we may suspend or terminate your account and notify law enforcement. Please respect and honor these guidelines and report any violations to [email protected]. We have no obligation to delete content that you find personally objectionable or offensive. We reserve the right to modify these rules with or without notice at any time. If you have questions, comments, concerns or feedback regarding these guidelines or our Services, please contact us at [email protected].
21. User Comments and Reviews
Neuroly does not investigate any posted user reviews, comments, suggestions or feedback for accuracy or truth. Users may be held legally responsible for damages suffered by other users or third parties as a result of their comments if they are legally actionable or defamatory. You agree that Neuroly is not legally responsible for any comments posted or made available on our Services by any users or third parties, even if that information is defamatory or otherwise legally actionable. Neuroly reserves the right to remove user comments or information that, in our sole judgment, violates this Agreement or negatively affects our Services.
22. Interruption of Service
a. Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. b. You agree that we will not be liable to you or to any third party for any interruption of the Services or any part thereof.
23. Suspension and Termination of Services
a. We reserve the right to modify, suspend or terminate the Service, any user account or your access to the Service for any reason, without notice, at any time, and without liability to you. b. You can cancel your account at anytime. Upon termination or cancellation, all licenses and other rights granted to you in these Terms will immediately cease. c. We reserve the right to refuse access to the Service to anyone for any reason at any time.
24. Third Party Links and Affiliates; Products, Services and Content
Our Service may contain features, services and functionalities linking you to, or providing you with, access to third party advertiser products, merchandise, services, content, websites, directories, servers, networks, systems, information, databases, applications, software, programs, and the Internet as a whole. In certain instances, we may have an Affiliate relationship with these third parties and receive compensation from the operator of the third party website by virtue of your clicking to, or making a purchase on, that site. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any products, merchandise, services, content, advertising or other materials on, or available from, such websites or resources. When you visit or use a third party advertiser's website you are thereafter subject to, agree to read and consent to the third party's Terms of Service and Privacy Policy and you release us from any liability.
25. Electronic Communications
a. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by electronic means including, without limitation, email, telephone, text, SMS or by posting notices on our Services. When you use our Services, you consent to communicating with us electronically. b. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. c. Neuroly Services provides users the ability to participate in private communication activities ("Messages" or "Chats"). Neuroly does not monitor or moderate these Messages. All users agree that Neuroly shall not be responsible or liable for any content exchanged in any Messages between users. Furthermore, although we are not obligated to do so, we reserve the right at all times, without liability to us, to i) remove or refuse to distribute any Messages on the Service; ii) to suspend or terminate users; and iii) block participants from using Neuroly Services. Users may report any content or actions of users that violate any of the terms of this Agreement by contacting us at [email protected].
26. Electronic Transactions
a. Your use of the Services includes the ability to enter into agreements, including these Terms, and to make transactions electronically, including financial transactions, payments and purchases. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements, financial transactions, payments and purchases. b. 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 purchases, financial transactions, notices of cancellation, policies, contracts, and applications. c. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
27. Third Party Social Networking
Neuroly may now, or in the future, support sign-on from third-party social networking sites to make it easier for you to sign in or create an account with Neuroly. If you elect to sign-on through a third-party social networking site, you may use those credentials, which will automatically be linked to your account. Use of third-party platforms to create and access your account is subject to the terms and conditions and privacy policies of such third parties. If you access our Services through a third party social networking site or application including, but not limited to, Facebook, Instagram or LinkedIn, you agree that you have read the third party social networking site Terms of Service and Privacy Policy, authorize Neuroly to access and store certain information about you that is made available through that third party social networking site, and further authorize us to collect, store, retain and use, your information in accordance with our Privacy Policy.
28. Security
Violating the security of our Website and Services is prohibited and may result in criminal and civil liability. Neuroly may investigate incidents involving such violations and may involve, and will cooperate with law enforcement if a criminal violation is suspected. Security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Service or to breach security or authentication measures, unauthorized monitoring of data or traffic and interference with service to any user, host, or network.
29. Copyright and Intellectual Property Policy
We respect the intellectual property rights of others. We reserve the right to remove any User Content on the Services which allegedly infringe upon another person's copyright, trademark or other intellectual property right, and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Services or remove, edit, or disable any User Content on the Services which allegedly infringe upon another person's intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA"). A valid complaint under the DMCA must provide the following information in writing: a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner. b. Identification of the copyrighted work that you claim has been infringed. c. Identification of the material that is claimed to be infringing and where it is located on the Service. d. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address. e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law. f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. Federal law provides that if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees. The above information must be submitted to the Copyright Agent at: [email protected]. Counter-Notice If you receive notification that your User Content has been removed from the Services, you have an opportunity to appeal this removal if you believe that your User Content was removed in error. If you believe that the removed User Content does not violate any third-party rights, or you have authorization from the rights-holder or the rights-holder's authorized agent to use the material in question, you may appeal the removal by sending an email notice to the Copyright Agent at: [email protected] with the following information: a. Your physical or electronic signature. b. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled. c. A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. Your name, address, and telephone number, and a signed statement that you consent to the jurisdiction of state and federal courts in the state of Delaware, and that you will accept service of process from the party who made the initial infringement claim (or their authorized agent) if they choose to pursue legal action.
30. Neuroly Verification Disclaimer; Release
a. IT IS THE USER'S SOLE RESPONSIBILITY TO PERFORM OR OBTAIN ANY AND ALL BACKGROUND AND REFERENCE CHECKS REGARDING OTHER USERS, INCLUDING, WITHOUT LIMITATION A CRIMINAL BACKGROUND CHECK AND A SEX OFFENDER REGISTRY CHECK. b. NEUROLY MAY, AT OUR SOLE AND EXCLUSIVE DISCRETION, PERFORM A BASIC BACKGROUND SCREENING ON ANY USER BY UTILIZING THIRD PARTY SERVICES AS APPROPRIATE. ALTHOUGH NEUROLY MAY REQUIRE BACKGROUND SCREENING OF USERS, WE ARE NOT REQUIRED OR OBLIGATED TO DO SO AND CANNOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE AND THEREFORE, NEUROLY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF IDENTITY OR BACKGROUND SCREENING INFORMATION OR ANY INFORMATION PROVIDED THROUGH THE NEUROLY SERVICES BY THE USER. c. FURTHERMORE, NEUROLY MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTY THAT ANY TUTOR'S REPRESENTATIONS ABOUT THEIR SERVICES, THEIR QUALIFICATIONS, THEIR LICENSES, THEIR CREDENTIALS, THEIR BACKGROUND, THEIR IDENTITIES OR THE ABILITY OF TUTOR TO DELIVER THEIR SERVICES. IT IS THE SOLE RESPONSIBILITY OF EACH STUDENT TO EVALUATE THE TUTOR AND THEIR QUALIFICATIONS TO PERFORM THEIR SERVICE. d. YOU AGREE TO RELEASE NEUROLY, OUR AGENTS AND EMPLOYEES FROM ALL CLAIMS, DEMANDS AND DAMAGES, ACTUAL AND CONSEQUENTIAL AND DIRECT AND INDIRECT, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE NEUROLY SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW.
31. Interaction With Others
ALL TUTORING SESSIONS INVOLVING A STUDENT UNDER THE AGE OF MAJORITY SHOULD BE SUPERVISED BY A PARENT OR A LEGAL GUARDIAN. a. You are solely responsible for determining the identity, suitability and for your interactions with the people you choose to engage with through the service. When interacting with other users, you should exercise caution and common sense to protect your personal safety and property. We make no representations or warranties as to the conduct of the people you choose to interact with. While not obligated to do so, Neuroly reserves the right at its sole discretion to conduct any criminal or other background check or screenings at any time and using available public records. b. You assume all risk when using the services, including, without limitation, all risks associated with any online or offline personal interactions with others. c. In no event shall Neuroly, its employees, consultants, executives or officers be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of a user or anyone else in connection with the use of the service including, without limitation, theft, bodily injury, emotional distress, death and/or any other damages resulting from communications with, contact with or personal interaction with other users.
32. Disclaimers; No Warranties
a. ALL SERVICES AND PRODUCTS AVAILABLE FROM NEUROLY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NEUROLY AND ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, (COLLECTIVELY, THE "NEUROLY PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES OR PRODUCTS, INCLUDING THE SERVICES OF THE TUTORS WILL BE EFFECTIVE, RELIABLE OR MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY SERVICES, PRODUCTS OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM OR THOUGH US WILL MEET YOUR EXPECTATIONS. c. OUR SERVICES CAN INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. FURTHERMORE, THE INFORMATION OR SERVICES ON THIS SITE MAY BE OUT OF DATE. WE MAY MAKE CHANGES TO THE SERVICES, PRODUCTS AND INFORMATION ON THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES OR PRODUCTS LISTED HEREIN AT ANY TIME WITHOUT NOTICE HOWEVER WE HAVE NO OBLIGATION TO DO SO. d. THE NEUROLY PARTIES DO NOT WARRANT THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PRODUCT DESCRIPTION OR OTHER CONTENT OFFERED AS PART OF THE SERVICES, ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE. e. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE SERVICE. f. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME. g. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME PARTS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
33. Limitation of Liability
a. IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY PERSONAL INJURY TO YOU OR OTHERS, OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR ACCESS AND USE OF OUR SERVICES AND PRODUCTS; (II) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF OUR CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; OR (V) YOUR RELIANCE UPON OR USE OF OUR CONTENT OR THE COLLECTIVE WORK, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. b. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN OUR SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN OUR SERVICES. c. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES. d. OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT, OR ANY CLAIMS HEREUNDER, SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE AMOUNT PAID BY YOU TO NEUROLY, IF ANY, OR $100, WHICHEVER IS LESS. e. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. f. CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
34. Indemnification
a. You agree that you will be personally responsible for your use of the Service and you agree to defend, indemnify and hold harmless Neuroly and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of these Terms of Service or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your infringement upon the property rights, intellectual property rights (copyrights and trademarks) or other rights of others; (iv) your violation of any third party right, including without limitation publicity, confidentiality, or privacy right; (v) serious physical or emotional harm, including death, to you or any third party resulting from your use of the Services, or (vi) any disputes or issues between you and any third party. b. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
35. Release
a. By using the Services, you release, to the maximum extent allowed by law, Neuroly, its officers, directors, employees, affiliates, and agents from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services, and any interaction with other users through the Services, including without limitation, any serious physical or emotional harm, including death, to you or any third party. b. If you are a California resident, you waive California Civil Code §1542, which says: "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."
36. Governing Law
This Agreement, and any separate agreements whereby we provide you Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in the State of Delaware.
37. Our Remedies
a. You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. b. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of the State of Delaware, or a United States District Court for the State of Delaware, in the County of Neuroly's principal office. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.
38. Dispute Between Users and Neuroly; Arbitration; Waiver of Class Action
PLEASE READ THIS SECTION CAREFULLY. THIS SECTION CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. Unless you Opt-Out in writing within 30 days of registering for an account with Neuroly, you and Neuroly agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Neuroly (including any claim or dispute between you and a third-party agent of Neuroly) that relates in any way to or arises out of this or previous versions of this Agreement, your use of or access to the Services, the actions of Neuroly or its agents, or any or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Dispute Resolution Section. If you wish to opt-out of arbitration, you can send us an opt-out notice to [email protected]. a. Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Neuroly, except as otherwise stated in this Agreement. b. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Neuroly, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these Terms, you and Neuroly are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. If you reside in the U.S., the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. c. Prohibition of Class and Representative Actions and Non-Individualized Relief. 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 ACTION OR PROCEEDING. UNLESS BOTH PARTIES 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, OR CLASS 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). d. Pre-Arbitration Dispute Resolution. We at Neuroly believe that most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Neuroly should be sent to the address provided in the Contact Us section at the end of these Terms of Service ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Neuroly and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Neuroly may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Neuroly or you shall not be disclosed to the arbitrator during the arbitration proceeding. e. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope and enforceability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Neuroly and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for USD $10,000 or less, Neuroly agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the AAA Rules. f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Service will continue to apply. h. Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Arbitration Agreement above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of Delaware. You and we agree to submit to the personal jurisdiction of the courts located within the State of Delaware for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of Delaware; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Delaware.
39. Disputes Between Students and Tutors; Release of Neuroly
The Neuroly Platform is a venue for connecting Students with Tutors and we are not a party to any event, engagement, agreement, arrangement, job, service, employment, assignment or transaction between users. In the event that a Student and a Tutor have a dispute with each other, we encourage you to contact the other party and try to resolve the dispute amicably. While we may offer limited support to facilitate communication or provide technical assistance, we do not provide arbitration or resolution services. Any conflict, dispute, or dissatisfaction must be resolved directly between the parties. We do not assume liability for: a. Missed appointments. b. Incomplete or unsatisfactory services. c. Verbal or physical misconduct. d. Nonpayment for services. e. Damages or injuries of any kind. IN CONSIDERATION FOR PERMITTING YOU TO USE OUR SERVICES, YOU HEREBY RELEASE THE NEUROLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES AND THE USE OF OUR SERVICES.
40. Accessibility Statement
Neuroly is committed to making its Website and Mobile App usable by all people by meeting or exceeding the requirements of the Web Content Accessibility Guidelines 2.0 Level AA (WCAG 2.0 AA). To reach this goal we strive to have all of our visitors be able to access and understand our Services and the products available on our Platform. While some existing content may not be in compliance, and some content may meet only the minimum required compliance standards, we continue to make every effort to improve the Website and App and remove barriers that prevent persons with disabilities from interacting with, or accessing, information made available on our Platform. If you need assistance interacting with our Website or App, or accessing information on our Platform, please email us at [email protected] and we will work with you to provide the assistance you need. Please note that our Website and App may link to, or interface with, third party websites that we do not control. These third-party websites may not have undertaken the efforts that Neuroly has to comply with WCAG 2.0 AA standards. We welcome all feedback on improving our site's accessibility for all of our users. If, at any time, you have specific questions or concerns about the accessibility of any particular page, please contact us at [email protected]. We thank you for your assistance in enhancing the accessibility of our Platform.
41. Law Enforcement
a. Neuroly is committed to cooperating with law enforcement while respecting each individual's right to privacy. If Neuroly receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency. b. Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), Neuroly may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. Neuroly will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.
42. Statutory Rights; Notice To California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing, currently at: 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone, currently at (800) 952-5210 in order to resolve a complaint regarding our Site or to receive further information regarding use of our Site.
43. Amendments to this Agreement
We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.
44. Severability
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
45. No Waiver
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
46. Term and Termination
This Agreement is effective beginning when a user first accepts the Terms by clicking "accept" or "agree" to this Agreement upon registration for a Neuroly account or you first access or use our Services. This Agreement will terminate upon your request to cancel your registered Neuroly account. Neuroly may, at its sole discretion, terminate this Agreement, or suspend or terminate your access to our Services, at any time for any reason or no reason, with or without notice. Upon termination of this Agreement, by you or Neuroly, your license rights will terminate and you must immediately cease all use of the Website and Services.
47. Survival
All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
48. Entire Understanding
This Agreement and the Privacy Policy represent the entire understanding and agreement between you and us regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.
Contact Us
If you have to provide us with any Notice, or have any questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at [email protected] or mail us here: Dynamic Learning Network Inc.