PREAMBLE

Top Professors of Cambridge by My Online Campus’s products and services are provided by HIGHER ED INTERNATIONAL, LLC, incorporated and registered in Dallas, Texas with Tax ID 84-4924320, whose registered office is at 2200 Ross Avenue, Suite 3800, Dallas, Texas USA (“HEI”).

These Terms of Use (“Terms”) concern the online or digital properties, products, and services of HEI described below, and constitute a legally binding contract between you (together with any person helping you visit, access, register with or use any of those online or digital properties, products or services, “you” or “your”) and HEI. You and HEI may be referred to herein each as a “Party” and together as the “Parties”. Please read these Terms carefully, and contact us as described below should you have any questions regarding their content.

BY ACCESSING, BROWSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OWNED BY HEI WHICH MAY OR MAY NOT INCLUDE LINKS TO THESE TERMS (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING ACCESSING OR USING THE SERVICES ENABLED OR OFFERED VIA OR THROUGH THE WEBSITE (THE “SERVICES”) BY HEI, ITS PARTNERS OR USERS OF THE WEBSITE, YOU REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESES TERMS; (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HEI; AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY OR ORGANIZATION YOU REPRESENT, AND TO BIND THAT ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS, BROWSE OR USE THIS WEBSITE OR THE SERVICES.

The Services include courses (each, a “Course”) and bundles of courses (“Courses”) provided by course providers (each, a “Course Provider”) that student users (“Students”) may enroll and participate in. “User” means any user of the Services, including, without limitation, Students, instructors, and Course Providers. Your use of certain Services may be subject to additional terms (“Course-Specific Terms”), which will be presented to you for your acceptance when you sign up and register for any such Course.

WE INFORM THAT THESE TERMS ARE SUBJECT TO CHANGES AND UPDATES BY HEI AT ANY TIME AND IN ITS SOLE DISCRETION. WHEN CHANGES OR UPDATES ARE MADE, HEI WILL MAKE AVAILABLE A NEW COPY OF THE TERMS AT THE WEBSITE, TO BE EFFECTIVE IMMEDIATELY. YOUR CONTINUED USE OF THE WEBSITE AND/OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES AND UPDATES. IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THESE TERMS AND HEI’S PRIVACY POLICY FOR TOP PROFESSORS OF CAMBRIDGE BY MY ONLINE CAMPUS EACH TIME YOU VISIT, ACCESS, REGISTER WITH, SUBSCRIBE TO OR USE THE WEBSITE OR THE SERVICES. HEI WILL TRY TO GIVE YOU REASONABLE NOTICE OF ANY MAJOR CHANGES.

You understand that any personal information you submit to HEI in connection with the use of the Website and of the Services will be treated by HEI in the manner described in the Privacy Policy, which is located at https://www.cambridgeprofessorsonline.com/

1. USE OF THE SERVICES AND CONTENT

People use our Website and the Services to take courses that interest them. You agree to only use the Website and Services for personal reasons and understand that you may not copy or otherwise use them in an unauthorized manner.

The Website, the Services, and the information and content made available by HEI on the Website (“Content”) are protected by international copyright laws. Subject to these Terms, HEI grants you a limited license to access portions of the Content for the sole purpose of using the Services for your personal educational purposes.

1.1 Age Restrictions.

Use of the Services and accessing and/or browsing the Website is restricted to Users who are at least 18 years of age. If you are under the age of 18 years or the age of majority in your state or country (where outside the United States of America), then you may not use the Services or the Website and cannot complete the registration process for purposes of creating an Account. By using the Services and/or creating an Account, you affirmatively represent to HEI that you are at least 18 years of age at such time the Account was created.

1.2 Certain Restrictions.

The rights granted to you pursuant to these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Content; (ii) you shall not use framing techniques to enclose any trademark, logo, or any part of the Content; (iii) you shall not use any meta tags or other “hidden text”; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Content, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) you shall not use any manual or automated software, devices, and/or other processes (including, but not limited to spiders, robots, scraps, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Website; (vi) except as expressly stated herein, no part of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted and/or transmitted in any form or by any means; (vii) you shall not remove and/or destroy any copyright notices, other proprietary markings contained on or in the Content. Any future release, update and/or other additions to the Content shall be subject to the Terms. HEI, its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of the Content terminates immediately the licenses granted by HEI pursuant to these Terms and your right to use the Website, the Services and the Content shall cease immediately and any fees paid by you will be non-refundable.

1.3 No Certainty as to Results.

Upon successfully completing a Course or Courses, HEI may award you a statement acknowledging your completion, as described in the applicable Course-Specific Terms. YOU ACKNOWLEDGE THAT ANY SUCH STATEMENT OF COMPLETION WILL NOT RESULT IN UNIVERSITY, ACADEMIC AND/OR OTHER EDUCATIONAL INSTITUTION CREDIT, UNLESS INDICATED OTHERWISE UPON REGISTRATION FOR THE SPECIFIC COURSE OR COURSES. You acknowledge that there is no guarantee of employment, promotion, change in salary, change in position and/or any other educational or professional benefit as a result of your enrollment in, or completion of, any Course or Courses, regardless of your performance or your receipt of a statement acknowledging your completion. YOU UNDERSTAND AND AGREE THAT SUCCESSFUL COMPLETION OF A COURSE OR COURSES IS CONTINGENT UPON THE COURSE REQUIREMENT SET FORTH IN EACH COURSE OR COURSES AND THAT SUCH SUCCESSFUL COMPLETION OF A COURSE OR COURSES MAY FURTHER REQUIRE SATISFACTORY PERFORMANCE ON ONE OR MORE EXAMS AND/OR OTHER SIMILAR MEASURES OF COMPETENCE AS SET FORTH IN EACH COURSE OR COURSES. YOUR FAILURE TO MEET THE MINIMUM PERFORMANCE STANDARDS OF A COURSE OR COURSES AS DEFINED IN A COURSE OR COURSES SHALL NOT ENTITLE YOU TO RE-TAKE THE COURSE OR COURSES, WITHOUT PAYMENT OF THE APPLICABLE FEE.

1.4 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Content, including but not limited to, a device that is suitable to connect with and use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, you may incur when accessing the Website, Services and/or Content.

2. REGISTRATION

In order to access certain features of the Content, including a Course or Courses, you may be required to have a registered account (“Account”). USING THE WEBSITE OR SERVICES DOES NOT MAKE YOU AN ENROLLED STUDENT. You agree to provide certain information to set up your account and to protect your Account information.

2.1 Accounts

To create an Account, you must: (i) provide us with any registration data requested in the registration form; and (ii) accept these Terms. You are solely responsible for any and all activities occurring on your Account. You may not share your Account or information to access your Account, such as password or login information, with anyone, and you agree to notify HEI immediately of any unauthorized use of your password, login information or any other breach of security. You agree not to create or access an Account using a false identity or information, or to create on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Services if your Account has been previously removed by HEI, or if you have been previously banned from accessing any of the Content. HEI has the right to disable any login information or password, whether chosen by you or allocated by HEI, at any time, if in HEI's reasonable opinion you have failed to comply with any of the provisions of these Terms.

2.2 Registration Data.

By registering for the Services and creating an Account, you agree to: (i) provide true, current, and complete registration data; and (ii) maintain and promptly update the registration data to keep it true, current, and complete. The required registration data may include, without limitation, your name and contact information, the selection of a unique username and password, and answers to security questions. These items may be used to verify your identity in connection with certain Account activity.

2.3 No Relationship between you and the Course Provider.

NEITHER YOUR REGISTRATION FOR THE SERVICES, NOR YOUR ENROLLING IN, PARTICIPATING IN, PAYING FOR OR VIEWING ANY COURSE OR COURSES WILL RESULT IN: (i) YOUR ENROLLMENT AS A REGISTERED STUDENT OF THE COURSE PROVIDER; (ii) THE FORMATION OF ANY RELATIONSHIP BETWEEN YOU AND THE COURSE PROVIDER, OR; (iii) ANY RIGHT TO ACCESS OR USE ANY OF THE COURSE PROVIDER’S FACILITIES OR RESOURCES.

2.4 Social Networking Services.

HEI may permit you to login to the Services with your login credentials from certain social networking sites (e.g., Facebook) (“SNS”). If you log in or otherwise associate your Account with your login credentials from such SNS, HEI may receive information about you from such SNS, in accordance with the terms and conditions (e.g., terms of use and privacy policy) of the SNS (“SNS Terms”). If you elect to share your information with these SNS, HEI will share information with them in accordance with your election. The SNS Terms of these SNS will apply to the information HEI discloses to them.

3. RESPONSIBILITY FOR CONTENT

You agree not to post or behave inappropriately. HEI reserves the right to determine if a post or act is offensive, but it is your responsibility to refrain from posting such materials.

3.1 Types of Content.

You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. Consequently, you, and not HEI, are entirely responsible for all Content that you may upload, post, e-mail, transmit or otherwise make available through the Website or the Services (“Your Content”). Likewise, other Users of the Content, and not HEI, are entirely responsible for all Content they make available (“User Content”).

3.2 No Obligation to Pre-Screen Content.

You acknowledge that HEI has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although HEI reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that: (i) violates any law or regulation; (ii) violates these Terms; and/or (iii) otherwise may create any liability for HEI. By accepting these Terms you hereby provide your irrevocable consent to such monitoring, refusal and removal. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

3.3 Storage.

Unless expressly agreed to by HEI in writing elsewhere, HEI has no obligation to store any of Your Content that you make available. HEI has no responsibility or liability for the deletion or accuracy of any Content, including Your Content and User Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content.

4. OWNERSHIP

4.1 Content.

Except with respect to Your Content and User Content, you agree that, as between you and HEI, HEI and the Course Providers own all rights to, title and interest in the Content. HEI’s and any applicable Course Provider’s name and other related graphics, logos, service marks and trade names used on or in connection with the Content are the trademarks of HEI or such Course Provider, as applicable, and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Content are the property of their respective owners.

4.2 Your Content.

You own all of Your Content and grant us the right to use Your Content for the exclusive purposes of providing the Services as set forth herein and in accordance with the provisions of the applicable law.

4.3 Your Account.

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the Content, you hereby expressly permit HEI to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.

4.4 User Code of Conduct.

As a condition of use, you agree not to use the Content for any purpose that is prohibited by these Terms or by applicable law and you shall not post, or permit others to post, content on your profile that: (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene materials; (v) harms or impersonates others; or (vi) advertises or sells a product or service. You may not reproduce content from your Course, unless allowed by the Course-Specific Terms, or share the solutions to assignments with others. You may not submit the work of others as your own work. You agree to respect the privacy of other Students, and the diversity of opinions and cultures that may be present in your Course. You may not attempt or engage in, any potentially harmful acts that are directed against the Content, including but not limited to violating or attempting to violate any security features of the Content, introducing viruses, worms, or similar harmful code into the Content, or interfering or attempting to interfere with use of the Content by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Content. You are responsible for configuring your information technology, computer programmes and platform to access the Website. You should use your own virus protection software. HEI may report any such breach of this section 4.4 to the relevant law enforcement authorities and in such cases HEI will co-operate with those authorities by disclosing your identity to them and in the event of such breach, your right to use the Website, the Services and the Content shall cease immediately. If you believe that someone has violated this section 4.4, contact info@cambridgeprofessorsonline.com with your concerns.

4.5 Feedback.

You agree that submission of any ideas, suggestions, documents, and/or proposals to HEI (“Feedback”) is done on a non-confidential basis and that HEI has no obligations to you with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to HEI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.

5. INVESTIGATIONS

HEI may, but is not obligated to, monitor or review the Content at any time. Without limiting the foregoing, HEI shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including but not limited to, if such Content violates these Terms or any applicable law. Although HEI does not generally monitor user activity occurring in connection with the Content, if HEI becomes aware of any possible violations by you of any provision of these Terms, HEI reserves the right to investigate such violations and may, in its sole discretion, immediately terminate your license to use the Content, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

6. INTERACTIONS WITH OTHER USERS

Some Courses may include interactions with other Users. If you choose to share or view content in areas that others can view, post to, copy, and use, then you do so at your own risk.

6.1 User Responsibility.

You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that HEI reserves the right, but has no obligation, to intercede in such disputes. You agree that HEI will not be responsible for any liabilities incurred as the result of such interaction.

6.2 Content Provided by Other Users.

The Course(s) may contain User Content provided by other Users. HEI is not responsible for and does not control User Content (including Course Content). HEI has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

7. THIRD-PARTY SERVICES

7.1 Third-Party Websites

The Website, the Services, Course(s), and/or any communications sent on, through or as a function thereof may contain links to third-party websites, networks, platforms, servers and/or applications. Similarly, third-party websites, networks, platforms, servers, applications and/or communications may contain links to the Website and/or Services (collectively, “Linked Technologies”). The Linked Technologies are not under the control of HEI or its affiliates. The Website, the Services and any such communications contain the outgoing links as a convenience to you, if for any purpose. YOU SHOULD REVIEW ANY APPLICABLE PRIVACY POLICIES AND TERMS OF SERVICE PUBLISHED THROUGH THE LINKED TECHNOLOGIES. HEI is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information and illegal content). HEI does not make any representations or warranties (express, implied or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Website, Services, or Course(s) may link to or from any Linked Technologies constitute an affiliation with, association with or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk and subject to the terms and conditions offered by the owner or operator of the Linked Technologies as a condition of use; HEI is not responsible for any third party activities. Your use of the Website or the Services, even through a Linked Technology, is governed by these Terms.

8. INDEMNIFICATION

You agree to indemnify and hold HEI, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “HEI Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (i) Your Content; (ii) your use of, or inability to use, the Content; (iii) your violation of these Terms; (iv) your violation of any rights of another party, including any User and/or any Content Provider; or (v) your violation of any applicable laws, rules or regulations. HEI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with HEI in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms, or your access to the Content.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE, SERVICES, AND THE CONTENT IS AT YOUR SOLE RISK, AND THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE HEI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE HEI PARTIES MAKE NO WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION THAT: (i) THE CONTENT WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) ANY ERRORS IN THE CONTENT WILL BE CORRECTED; (v) THE WEBSITE, SERVICES OR CONTENT ARE ACCURATE, COMPLETE OR UP TO DATE; OR (vi) THE WEBSITE IS SECURE OR FREE FROM VIRUSES, WORMS OR SIMILAR HARMFUL CODE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. HEI MAKES NO WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HEI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION NOT EXPRESSLY MADE HEREIN.

HEI is dedicated to improving the Services and Courses as able. HEI may add or remove functions, features, or requirements, and may suspend or stop our service altogether, giving enrolled Students reasonable prior notice of any material changes. You may also discontinue your use of the Services and Courses at any time.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE HEI PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, SERVICES, OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THE HEI PARTIES AND/OR THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

10.2 Cap on Liability.

UNDER NO CIRCUMSTANCES WILL THE HEI PARTIES BE LIABLE TO YOU FOR MORE THAN THE ANY AMOUNTS RECEIVED BY HEI AS A RESULT OF YOUR USE OF THE SERVICES IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID HEI ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, HEI’S SOLE AND EXCLUSIVE LIABILITY SHALL BE A MAXIMUM OF ON HUNDRED DOLLARS ($100).

10.3 User Content.

THE HEI PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.4 No Liability for Conduct of Third Parties or Other Users.

YOU ACKNOWLEDGE AND AGREE THAT THE HEI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE HEI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT HEI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES.

10.5 Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEI AND YOU.

11. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

HEI respects the copyrights of others and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on or through the Website, or from engaging in any activities on or through the Website, which violate the copyrights of others. It is the policy of HEI to terminate, and HEI reserves the right to terminate without penalty or recourse, the right of any person to access or use the Website who is a repeat copyright infringer. The following procedures shall apply in the event that you or another person or entity alleges that the reproduction, public performance, public display, digital transmission or other use of a work found on the Website infringes your copyright, the copyright of said person or entity or any other intellectual property right owned by you or said person or entity. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing, registering with or using the Website, you are automatically agreeing to comply with the following procedures:

11.1 To report any materials on the Website that violate the copyrights of others, you must send HEI a written communication that includes substantially the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11.2 To report any information location tools (e.g., hyperlinks) on the Website that refer or link users to an online location containing infringing material or infringing activity, you must send HEI a written communication that includes substantially the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the reference or link, to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11.3 If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Website has been removed by mistake or misidentification, and if you have the right to upload, post, distribute or otherwise transmit the material at issue, then you may send HEI a written communication that includes substantially the following:

  • Your physical or electronic signature;
  • 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;
  • 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; and
  • You name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the address mentioned in the Preamble of these Terms.

12. TERM AND TERMINATION

12.1 Term

These Terms are effective as of the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms.

12.2 Termination of Services by HEI

If you have breached any provision of these Terms, or if HEI is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), HEI has the right to suspend or terminate any Services provided to you or to delete any of Your Content. You agree that all terminations for cause shall be made in HEI’s sole discretion and that HEI shall not be liable to you or any third-party for any termination of your Account. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. No refunds will be issued in connection with any such termination. Upon termination of any Service, your right to use such Service will automatically terminate immediately. HEI will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of these Terms which by their nature should survive, shall survive the termination of the Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

13. GENERAL PROVISIONS

13.1 Refunds and Discounts

Refunds will only apply when expresslly requested by you within five (5) working days following the respective payment. To any refund, when applicable, the respective administrative costs will be deducted (you will assume the fixed costs of any transactions on the Website). There will be no discounts to any applicable fees payable by you unless expresslly authorized by HEI.

13.2 Compliance with Export Control and Sanctions Laws

You agree that you will use the Website and Services in compliance with all export control laws, restrictions and regulations of the United States and all other relevant countries. You further agree not to export, or allow the export or re-export of Content, Your Content, or User Content (including any software, technical data, or any direct product thereof): (i) in violation of any applicable export control laws, restrictions, or regulations, including, but not limited to, the Export Administration Regulations (15 C.F.R. Part 730 seq.) and the International Traffic in Arms Regulations (22 C.F.R. Part 120 et. seq.) of the United States; (ii) to persons designated by the U.S. Treasury Department as either a Specially Designated National or a Foreign Sanctions Evader; (iii) to persons designated by the U.S. Commerce Department on the Entities List, the Denied Persons List, or the Unverified List; (iv) to any person or entity located in a country that is or becomes subject to U.S. embargoes (collectively, the “Embargoed Countries”); or (v) to any person that is a national of an Embargoed Country, wherever located, unless and until all required licenses or authorizations are obtained from the relevant government authorities. If you are accessing or downloading Content, Your Content, or User Content (including Services, any software, technical data, or any direct product thereof), you represent that you are authorized to do so and that such accessing or downloading of content does not violate applicable law. You agree that you are solely responsible for compliance with U.S. and applicable export control laws, restrictions, and regulations. Your rights under these Terms are conditioned upon your compliance with this and all other provisions.

13.3 Electronic Communications

The communications between you and HEI use electronic means, whether you visit the Services or send HEI e-mails, or whether HEI posts notices on the Services or communicates with you via e-mail. For contractual purposes, you: (i) consent to receive communications from HEI in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that HEI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

13.4 Release

YOU HEREBY RELEASE AND HOLD HARMLESS THE HEI PARTIES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE AND/OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE WEBSITE, THE SERVICES, THE CONTENT, AND/OR THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THESE TERMS. FURTHER, YOU WAIVE YOUR RIGHT TO, AND IN NO EVENT SHALL YOU SEEK TO, ENJOIN THE HEI PARTIES FROM EXERCISE OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THESE TERMS.

13.5 Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without HEI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. HEI may assign these Terms without your consent.

13.6 Force Majeure

HEI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.7 Compliance

If you believe that HEI has not adhered to these Terms, please contact HEI by emailing us at info@cambridgeprofessorsonline.com HEI will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, HEI invites you to let us know, so HEI may conduct an investigation.

13.8 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with laws of the State of Texas, USA. In the event of any dispute, controversy or claim arising out of or relating to these Terms, the Website, the Services or any Content, the Parties shall use all reasonable endeavors in good faith to consult and negotiate with each other and attempt to reach a solution satisfactory to both Parties. If they do not reach settlement within a period of sixty (60) days, then such dispute, controversy or claim shall befinally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The seat and venue of arbitration shall be Dallas, Texas, USA, and the language used shall be English. The arbitration award shall be final and binding on both Parties, and the prevailing Party shall be entitled to receive all reasonably incurred expenses and attorney’s fees associated with the arbitration. Your acceptance of these Terms limits the remedies available to you in the event of a dispute. By accepting these Terms you agree to resolve any and all claims or disputes related to the Use of the Website and of the Services, personally or on behalf of the entity or organization you represent, by binding, individual arbitration, and waive your right to participate in a jury trial, be a participant in a class action lawsuit or class-wide arbitration.

13.9 Notice

Where HEI requires that you provide an e-mail address, you are responsible for providing HEI with your most current e-mail address. In the event that the last e-mail address you provided to HEI is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, HEI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to HEI at the following address: 220 Ross Avenue, Suite 3800, Dallas, Texas USA. Such notice shall be deemed given when received by HEI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.10 Waiver

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.11 Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.12 Entire Agreement

These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matter.