Last updated: March 31, 2021
- Interpretation and Definitions:
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Company (referred to as either the "Company", "We", "Us", or "Our”) refers to Writer's Desk, Inc., a Delaware corporation.
- Country refers to: Delaware, United States
- Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
- Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
- Service(s) refers to the services provided via Our Website and your member account. Such Services may include, but are not limited to, English reading and writing skills enhancement tutoring services.
- Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
- Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
- Website refers to Company’s site, accessible from <http://www.writersdesk.us>
- You (referred to as either “You”, “you”, “Your” or “your”) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
- Counselor refers to the tutor assigned to You by the Company.
- Term refers to the three-year period commencing on the date these Terms are accepted and ending after the three-year Term period.
These are the Terms and Conditions governing the use of the Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not access the Service.
You represent that you are over the age of 18. You must be at least 18 years of age to create an account on the Website and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the US or 14 in China), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you enroll in courses that are appropriate for you. If you are below this age of consent to use online services, you may not create an account. If we discover that you have created an account that violates these rules, we will terminate your account.
- Use Description / License to Access and View
The Services, and any content viewed through our Services, is solely for Your personal and non-commercial use. With Your purchase We grant you a limited, non-exclusive, non-transferable, license to access Company’s content and view Your course(s) through the Website on a streaming-only basis for your personal use. Except for the foregoing limited license, no right, title or interest shall be transferred to You. You agree not to use the Service for public performances. You agree that You will not engage in private tutoring with the Counselor outside of the scope of Services. Company may revoke Your license at any time in its sole discretion. Upon such revocation, You must promptly destroy all content downloaded or otherwise obtained through the Website, as well as copies of such materials, whether made in accordance with these Terms and Conditions or otherwise.
- No private tutoring arrangements.
No private tutoring engagements between you and the Counselor may be arranged for during the Term without giving the Company prior notice. Without limiting any remedy available to the Company by law or equity, if You breach the obligation not to engage in private tutoring with the Counselor, You will be held liable to the Company for all sums received by the Counselor.
- Intellectual Property
Service Content, Software and Trademarks: The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and/or its licensors.You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to Your own user content that You legally upload to the Service. In connection with Your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking Your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Company, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Company.
The Company’s name and logos are trademarks and service marks of the Company. Nothing in these Terms and Conditions or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company’s trademarks displayed on the Service, without Our prior written permission in each instance. All goodwill generated from the use of Company’s Trademarks will inure to Our exclusive benefit.
User Content Transmitted: With respect to the content or other materials You upload through the Service or share with other users or recipients (collectively, “User Content”), You represent and warrant that You own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that You have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Company, its affiliated companies and partners (including but not limited to Company instructors, practitioners and other third parties providing instructional information through the Services) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the company, its users and the public. You understand that the technical processing and transmission of the Service, including your content or User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Company respects the intellectual property of others, and we ask our users to do the same. If you believe that Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, you should notify Company by mail at:
Writer's Desk, Inc. - PO Box 44488, Denver CO 80201, the United States
- Member Account, Password and Security
You may never use another's account, and You may not provide another person with the username and password to access your account. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify Company of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from your account at the end of each session when accessing the Service. Company will not be liable for any loss or damage arising from Your failure to comply with this Section.
- Your Feedback to Us
We value hearing from our users, and are always interested in learning about ways we can make the Service better than ever. You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
- Third Party Websites
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or social networking services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or social networking services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
- Modifications to Service
Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of Your account or submitted content for any period of time beyond what may be required by applicable law.
The Service can also be modified anytime, by a mutual agreement between you and the Company to revise the scope of Services during the Term.
The Company reserves the right to substitute the Counselor with someone with equivalent skills as determined by the Company’s sole discretion anytime.
- Mobile Services
- Conditions of Use
You are solely responsible for all images, information, data, text, software, photographs, graphics, messages or other materials or User Content that you upload, post, publish, display, email or otherwise use via the Service. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) You do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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 or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Company or its users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- violates any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Fees. The Company offers Services for a fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. The Company will issue monthly invoices on the 1st of each month to be paid by the 7th of each month. You are responsible for paying all fees charged by or for the Company and applicable taxes in a timely manner. Payment of fees will be made by wire transfer or debit or credit card or any other method acceptable by Writer’s Desk.
Late payment fee. The Company may add a late payment fee not to exceed $100, for every invoice not paid in full by the 7th of each month during the Term.
Suspension of Services. In addition to the late payment fee, the Company reserves the right to suspend Services if payment of fees in not received by the 7th of each month during the Term.
It is Your sole responsibility to schedule an appointment with the Counselor. If You choose to cancel an appointment within twenty-four hours of a scheduled appointment, you will not be entitled to a refund.
The Term may be terminated earlier in accordance with these Terms or extended upon your continued use of the Services.
We may terminate or suspend Your access and remove and discard any content within the Service, after giving You a 3-day prior notice. The Company reserves the right to Terminate the Services for any reason whatsoever, including without limitation if You breach these Terms and Condition or spirit of these Terms and conditions. Upon termination, Your right to use the Service will cease immediately. Further, You agree that Company will not be liable to You or any third party for any termination of your access to the Service.
You may terminate the Services after twelve months, by providing the Company with a written thirty-day prior notice.
- Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to
the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
- “AS IS” and “AS AVAILABLE” Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or
currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions or your use of Website, or your use of any information obtained from the Company.
- Governing Law
The laws of the state of Delaware, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
- Dispute Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company. Company reserves the right, but has no obligation, to become involved in any way with disputes between You and any other user of the Service.
Any dispute between you and the Company, whether arising under these Terms or otherwise, that cannot be resolve between in good faith, shall be resolved through binding arbitration and administered by JAMS in accordance with the JAMS’ Streamlined Arbitration Rules and Procedures.
- For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are a resident in.
- United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall it be a waiver of a breach or constitute a waiver of any
- Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
- Changes to Terms and Conditions
Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
- Force Majeure.
Any failure or delay by Company in the performance of its obligations pursuant to these Terms and Conditions will not be deemed a default or breach of these Terms and Conditions or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the U.S. or any nation where the obligations under these Terms and Conditions are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of the Company.
- Contact Us
If you have any questions about these Terms and Conditions, You can contact us by email: email@example.com and by mail: - PO Box 44488, Denver CO 80201, the United States.