Terms of service

Introduction

THIS AGREEMENT BINDS YOU OR THE COMPANY YOU REPRESENT ("YOU," OR "YOUR") TO THE TERMS AND CONDITIONS SET FORTH HEREIN IN CONNECTION WITH YOUR USE OF VirtuSeek’s (“OUR" or "WE") SOFTWARE, MOBILE APPLICATIONS, SERVICES OR OTHER OFFERINGS ON OUR SITE (COLLECTIVELY, OUR "PRODUCTS"). BY USING ANY OF THE COMPANY PRODUCTS OR CLICKING ON THE “SIGN UP" BUTTON, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE “SIGN UP" BUTTON AND DO NOT USE THE COMPANY PRODUCTS. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Additional Terms

Any personal information submitted in connection with Your use of the Products or the Site is subject to Our Privacy Policy, located at www.virtuseek.com/privacy-policy/ which is hereby incorporated by reference into these Terms.

If you are a Facilitator (as defined below), you are also subject to the Facilitator terms and conditions located in this Agreement below (the "Facilitator Terms"), which are hereby incorporated by reference into these Terms. If you are a Facilitator and there is a conflict between these Terms and the Facilitator Terms, the Facilitator Terms will govern.

General

The Products enable learners ("Learners") to connect with independent contractor facilitators (the "Facilitators") who provide live and recorded instruction, tutoring, and learning services in Our proprietary online classrooms (the "Courses"). Learners and Facilitators are among the “Users" of VirtuSeek. The Products include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.

VirtuSeek reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that You accept those changes. You should visit the Site regularly to ensure You are aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and VirtuSeek that arose prior to the date of such revision.

VirtuSeek reserves the right to remove from the site any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content.

VirtuSeek may modify the Products or discontinue their availability at any time.

You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

If You elect to access or use Products that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize VirtuSeek to charge Your credit card on a regular basis to pay the fees as they are due.

If Your payment method fails or Your account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block Your access to any Products pending resolution of any amounts due by You to VirtuSeek.

All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person's Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

Usernames, passwords and security

Certain features or services offered on or through the site require you to set up a username and a password. You are entirely responsible for maintaining the confidentiality of this information. You agree to notify VirtuSeek immediately of any unauthorized use of your username and password, or any other breach of security.

You may not use anyone else's username and password at any time without the express permission and consent of the holder of that username and password. Permitting more than one person to use the same username and password at the same time is highly likely to result in data contamination. VirtuSeek will not be liable for any loss or damage arising from your failure to comply with these obligations.

VirtuSeek safeguards the security of the data stored in our system with physical, electronic, and managerial procedures. We urge you to take every precaution to protect your personal data when you are on the Internet. Use a combination of letters and numbers for your password, and make sure you use a secure browser.

VirtuSeek reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the site, or any portion of the site; (2) to modify or change the site, or any portion of the site, and any applicable policies or terms; and (3) to interrupt the operation of the site, or any portion of the site, as necessary to perform routine or non-routine maintenance, error correction, or other needed changes.

General Disclaimer

VirtuSeek offers a service for Facilitators, Administrators, Learners, Employers and Investors to interact. We do not hire or employ any of these Users of this service. VirtuSeek is not responsible or liable for any interactions involved between the Facilitators and their respective Learners. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Facilitators, Administrators, Learners, Employers and Investors, including, but not limited to, any Learner's reliance upon any information provided by a Facilitator. You assume any and all risks from any meetings or contact between You and any of the Facilitators, Administrators, Learners, Employers and Investors.

VirtuSeek does not control Submitted Content (as defined below) posted on the Site and, as such, does not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that using the Site may expose You to Submitted Content that You consider offensive, indecent, or objectionable. VirtuSeek has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.

The Site may give You access to links to third-party Websites ("Third Party Sites"), either directly or through Courses or Facilitators. VirtuSeek does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, VirtuSeek does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

Obligations of Facilitators

If You are instructing Learners in connection with a Course, then You are a "Facilitator" and the following additional terms and conditions apply, and You represent, warrant and covenant that:

1. You are subject to VirtuSeek's approval, which We may grant or deny in Our sole discretion;
2. If You will charge fees for Your Courses You will also need to agree to the Facilitator Pricing Agreement;
3. You will be responsible for all of Your Submitted Content, that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize VirtuSeek to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use any of Your Submitted Content in the manner described in this Facilitator Agreement, and that no Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
4. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on and through the Site;
5. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
6. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) to any User;
7. You will not engage in any activity that will require VirtuSeek to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
8. You will not copy, modify or distribute VirtuSeek Content except as permitted in this Facilitator Agreement;
9. You will not interfere with or otherwise prevent other Facilitators from providing their services or Courses;
10. You shall respond promptly to Users seeking Your services and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
11. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Terms and the Facilitator Terms and will assume responsibility and liability for Your performance and compliance hereunder.

Obligations of Learners

If You are a User in search of or participating in a Course, then You are a “Learner” and the following additional terms and conditions apply, and You represent, warrant and covenant that:

1. You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;
2. You are over the age of 18, or, if not, You will only use the Courses with the involvement, supervision, and approval or a parent or legal guardian. Children under the age of 13 may not register for an account or register or purchase Courses.
3. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site;
4. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
5. You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any VirtuSeek Content or Courses or Submitted Content except as permitted by these Terms or the relevant Facilitator as applicable;
6. You will not disclose any personal information to a Facilitator, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; and
7. You will not solicit personal information from any Facilitator or other User.

Obligations of Administrators

If You are a User who creates Accounts for Facilitators, creates Courses and assigns Facilitators to them, then You are an “Administrator” and the following additional terms and conditions apply, and You represent, warrant and covenant that:

1. You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;
2. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site;
3. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
4. You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any VirtuSeek Content or Courses or Submitted Content except as permitted by these Terms or the relevant Facilitator as applicable.

Obligations of Employers

If You are a User who browses, for the purpose of assessing employability, the skills and experiences obtained by Learners who use the services of VirtuSeek, then You are an “Employer” and the following additional terms and conditions apply, and You represent, warrant and covenant that:

1. You have read, understood, and agree to be bound by these Terms before using the Site;
2. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site;
3. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
4. You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any VirtuSeek Content or Courses or Submitted Content except as permitted by these Terms or the relevant Facilitator as applicable.

Obligations of Investors

If You are a User who browses, for the purpose of assessing investment worthiness, business plans and additionally the skills and experiences obtained by Learners who use the services of VirtuSeek, then You are an “Investor” and the following additional terms and conditions apply, and You represent, warrant and covenant that:

1. You have read, understood, and agree to be bound by these Terms before using the Site;
2. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site;
3. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
4. You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any VirtuSeek Content or Courses or Submitted Content except as permitted by these Terms or the relevant Facilitator as applicable.

Content, Licenses, and Permissions

All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is "Content." Where VirtuSeek provides Content to You in connection with the Courses, including, without limitation, the Software and the Site, it is "VirtuSeek Content." Content uploaded, transmitted or posted to the Site by a User is "Submitted Content." Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to VirtuSeek with respect to Your Submitted Content and that VirtuSeek shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.

You hereby grant VirtuSeek a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content on the Site, and sublicense it to Facilitators and Users for these purposes directly or through third parties. Notwithstanding the foregoing, You have the right to remove all or any portion of Your Submitted Content from the Site at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new uses, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

VirtuSeek RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, VirtuSeek DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND VirtuSeek SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SITE IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any VirtuSeek Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to VirtuSeek by email using the address support@virtuseek.com and include 'Copyright' in the subject.

All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.

Pricing

A Facilitator will be solely responsible for determining the Base Price to be charged for a Course in accordance with the Facilitator Terms.

If You are a Learner, You agree to pay the fees for Courses that You take, and hereby authorize Us to charge Your credit card for these amounts. We will charge Your credit card at the point of paying for a course. If Your credit card is declined, Your attempt to enroll in the course will not be successful.

Refunds

VirtuSeek does not offer Learners a refund. It is important that each Learner carefully evaluates the preview content provided by the course Facilitator(s) before deciding to pay for a Course. If unhappy with a Course, the Learner should communicate this to the Facilitator as soon as possible to allow the Facilitator to make improvements as needed.

You, as a Facilitator, acknowledge and agree that Learners have the right to communicate their desire for you to improve Course content and delivery.

Trademarks

The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Site or in any VirtuSeek Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to U.S. and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.

Warranty Disclaimer

THE SITE, VirtuSeek CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VirtuSeek HEREBY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT OR NEGLIGENCE, FOR ANY LOSSES, UNLESS SUCH LOSSES WERE REASONABLY FORESEEABLE AT THE TIME YOU AGREED TO THIS TERMS. VirtuSeek’s TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID IN CONNECTION WITH THE COURSES UNDER WHICH SUCH LIABILITY AROSE. THIS SECTION DOES NOT EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR FRAUD, FOR DEATH, OR FOR PERSONAL INJURY RESULTING FROM NEGLIGENCE, OR FROM ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

Indemnification

You hereby indemnify, defend and hold harmless VirtuSeek, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.

Termination

We may terminate Your use of the Site immediately without notice for any breach by You of these Terms or any of Our applicable policies, as posted on the Site from time to time. We may discontinue offering any Course or Content at any time (which will terminate Your right to offer these Courses if You are a Facilitator). You may terminate Your use of the Site at any time, either by ceasing to access them, or by contacting us at support@virtuseek.com (but if You are a Facilitator then Learners enrolled in Your Courses prior to termination shall continue to have access to them for the duration of the Course). 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. Upon termination, You must cease all use of the Site and Content. Any accrued rights to payment and all representations and warranties shall survive termination.

Electronic Notices

By communicating with VirtuSeek, You agree that VirtuSeek may communicate with You electronically regarding security, privacy, and administrative issues relating to these Terms. If VirtuSeek learns of a security system's breach, VirtuSeek may attempt to notify You electronically by sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to VirtuSeek at support@virtuseek.com.

Miscellaneous

Entire Agreement. These Terms and any policies applicable to You posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

1. Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
2. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of VirtuSeek to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
3. Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
4. No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither VirtuSeek nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
5. These Terms and Your use of the Site shall be governed by the substantive laws of the State of Maryland without reference to its choice or conflicts of law principles.

Facilitator Pricing Agreement

Key Definitions

"Base Price" means the course price set by the Facilitator and is the price displayed to the Learner.

"Sale Price" means the actual course price charged to the Learner as the result of a coupon discount or any other discount applied by the Facilitator.

"Sale Currency" means the currency of the Sale Price. This is determined by the country of origin of the User purchasing the Course.

"Exchange Rate" means a system-wide rate used by VirtuSeek for foreign currency conversion and does not include any fee or mark-up by VirtuSeek. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations.

"Cost Adjustment Factor" means applicable local taxes and other fees associated with currency conversions.

"Net Amount" means the amount actually received from Learners for Your Course, less any refunds paid, applicable sales or other taxes.

Pricing

All Facilitators are required to establish a PayPal account to receive payment from sales of your Courses. As a Facilitator, You will be solely responsible for determining the Sale Price You charge Learners for Your Courses. You agree to charge only for Your own Submitted Content. VirtuSeek will handle billing and other fee interaction with Users.

VirtuSeek will pay You the Net Amount received for your Course when the Learner registers for the Course using VirtuSeek's unique Course link. In this case the Net Amount equals the amount actually received from Learners for
Your Course, less the following:

• a VirtuSeek service fee of 0% of the Sale Price if the Sale Price is $20 US dollars or less;
• a VirtuSeek service fee of 0% of the Sale Price (no matter the value of the Sale Price) if the Facilitator invites and brings the Learner to the Course;
• a VirtuSeek service fee of 20% of the Sale Price if the Sale Price is more than $20 US dollars and VirtuSeek brings the Learner to the Course;
• a payment gateway transaction fee of 2.9% of the Sale Price plus $0.30 (assuming payment in US dollars); and
• applicable sales or other taxes (if any).

VirtuSeek reserves the right to increase or decrease the service fee in connection with VirtuSeek's marketing and promotional efforts of your Course(s).

You authorize VirtuSeek to perform the appropriate calculations, deduct and pay fees, and pay You the Net Amount as indicated above.

As a Facilitator you are contracting directly with VirtuSeek, a Delaware corporation in the United States of America. Facilitators do not have a direct contractual relationship with Users. Additionally, although we may utilize other
VirtuSeek partners to facilitate your payments, your contract remains between you and VirtuSeek.

Payments

VirtuSeek will pay to You any amounts remaining after the foregoing deductions and adjustments, in US dollars. So that VirtuSeek can pay you in a timely manner, you must have a PayPal account in good standing and keep VirtuSeek apprised as to the correct email address associated with your PayPal account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing VirtuSeek with all identifying and tax information necessary for the payment of amounts due.

All Rights Reserved. © VirtuSeek.
Developed by Dynamisigns 2016 © VirtuSeek. All Rights Reserved.