Effective as of January, 2023
Welcome to Littera! Littera Education, Inc. ("Littera", “we”, “us”, or “our”) provides families, school districts and other educational institutions with high-quality tutoring products and services for their children and students.
- our websites located at https://www.litteraeducation.com/, https://tutormatchingservice.com/ and https://goboard.com/ (the “Site”)
Users of the Services include:
- representatives (including teachers and other administrative users) authorized or approved to use the Services by our district, school, university and other institutional customers (“School Officials”),
- students authorized by our institutional customers to access and use the Services (“School-sponsored Students”),
- tutors authorized by our institutional customers to access and use the Services (“School-sponsored Tutors”),
- students, their parents/guardians, and tutors who access the Services on their own (unaffiliated with our institutional customers) (“Public Users”), and
- Site visitors
(collectively, referred to as “users” or “you”).
Littera may provide additional or supplemental privacy policies to individuals for specific products or services that we offer at the time we collect Personal Information.
1. What is this policy?
Information Sharing: Remember that if you create an account/profile or share Personal Information with other users on the Services, your information may be visible to others. We also work with service providers to provide us with information regarding traffic on the Services, including the frequency of use and the actions users take when visiting the Services and to provide us with information regarding the use of the Services. We may work with other third parties, including learning management systems that provide us with a platform to host our application. If that is the case, then Personal Information may be stored on the servers of such third parties. We may also share your Personal Information with other third parties, as further described in the section below entitled "Will Littera share any of the information it collects?" Note that we do not share your Personal Information with third parties for their marketing purposes; however, we may share your Personal Information with third parties under certain other circumstances.
2. What information does Littera collect?
Information Shared With Us
The Services may collect Personal Information.
Users may provide information about themselves through their account, in connection with their participation in tutoring sessions or other interactions with the Services, or by signing up for marketing communications through a form on our website. School-sponsored Student and School-sponsored Tutor information may be provided by our school or school district customer or its School Officials as a part of the school’s or school district’s agreement with Littera.
1. Your Account/Profile
Public Users may create accounts directly with Littera by providing the following information: first name, last name, email, grade level, and username. Tutors may also provide additional information concerning their credentials and certifications.
Schools/school districts will provide us with the information necessary to create accounts for School-sponsored Students and School-sponsored Tutors as well as School Officials, including first name, last name, email address, school and/or district, student ID number, and username. School-sponsored Student accounts may be integrated with a third-party platform already in use by the school or district or School-sponsored Students may access their profiles through a single sign on or a separate username or password. Once established, these users may add additional information to their accounts at their option.
2. Marketing Data
We may market to certain Users. For example, Users may request information about Littera’s Services by signing up for marketing communications using the online form on our Site. Additionally, certain tutors may opt-in to receive text messages related to tutoring opportunities. The information we collect to provide you with these communications is listed below:
- First name
- Last name
- Phone number
- Email address
- School/district or organization
For information on your choices with respect to receipt of marketing communications, see the section titled “How can I opt-out of sharing, providing, or receiving certain information?” below.
3. Session Contents and Other Communications Data
Users may provide data in connection with their participation in tutoring sessions, including audio, video, chat messages, transcriptions of tutoring sessions, files and other content. Tutoring sessions may be recorded and such recordings may capture your voice and image, amongst other Personal Information. Recordings may be used and shared as described herein or as otherwise disclosed to you prior to such recording.
4. Information Other Users Provide About You
As the Services are designed to be interactive, some users will provide Personal Information regarding other users in certain contexts. For example, tutors, students and School Officials may provide information regarding one another in connection with tutoring sessions.
5. Third Party Services and Information Third Parties Provide About You
The Services may permit interactions between the Services and a third-party feature or service. These third parties may provide us with information about you. Similarly, if you publicly post information on a third-party platform, such as a social media site, that references Littera or one of the Services, your post may be published on our Services in accordance with that third party’s terms. These features may collect, for example, your IP address or other unique identifier, which page you are visiting on our website, or other information and may set a cookie to enable the third-party feature to function properly. When you use a third-party feature through the Services, the third party may also have access to information about you and your use of our Services. Your interactions with third-party links and features are governed by the privacy policies of the third parties.
If you are a School Official, School-sponsored Student or School-sponsored Tutor, you may access our Services through a third-party platform that provides a school with access to our Services. For example, School-sponsored Students and School Officials may access the Services through a learning management system such as Clever or Classlink. Additionally, you may access our services through a single sign on through Google or Auth0. If you access the Services through a third party, your data may be on their servers and is subject to their privacy policies.
Third Party Servicer for Tutor and Customer Payments
Tutor and customer payments are handled directly by third-party vendors. These vendors may use your payment data in accordance with their own privacy policies.
Third-Party Privacy Policies
Information We Collect Automatically
Like other websites and online services, we and our analytics providers, vendors and other third-party service providers may automatically collect certain "Usage Information" whenever you access and use the Services. For example, we may collect information regarding how often a user accesses certain features.
Usage Information may include the browser and operating system you are using, the URL that referred you to our Services (if applicable), the search terms you entered into a search engine that led you to our Services (if applicable), all of the areas within our Services that you visit, and the time of day you used the Services, among other information. We may use Usage Information for a variety of purposes, including to select appropriate content to display to you and to enhance or otherwise improve the Services and our products.
In addition, we automatically collect your IP address or other unique identifier ("Device Identifier") for any computer, mobile phone or other device (any, a "Device") you may use to access the Services. A Device Identifier is a number that is automatically assigned to your Device used to access a Service, and our servers identify your Device by its Device Identifier. Some mobile service providers may also provide us or our third-party service providers with information regarding the physical location of the Device used to access a Service, internet service provider (ISP), date and time of your visit, browser language, browser type, referring and exit pages and URLs, amount of time spent on particular pages, which parts of our Services you use, which links you click, search terms, operating system, traffic and related statistics, keywords, and/or other general browsing or usage data.
Usage Information is collected via tracking technologies, including the following:
Cookies and similar technologies
Like many other websites and apps, we use “cookies” (a small file sent to your computer by a website or device to allow the website or app to store information which uniquely identifies you) or other similar software to collect data in order to assist our users and provide them with a more personal experience, to allow for the technical operation of the Services, to enhance the performance and functionality of the Services, for the interest-based advertising purposes described in Section 3, below, and for analytics purposes. You can disable cookies at your browser or device’s settings, but please note that if you do so, some (or all) of the features and functionality of our Services may not be available to you. For more information on opting out of cookies and web beacons, see the section titled “How can I opt-out of sharing, providing, or receiving certain information?” below.
We may also use web beacons on the Services, in our emails, and in our advertisements on other websites. Web beacons are tiny graphic images that are used to collect information about your visit to the Services, such as the pages you view and the features you use, as well as information about whether you open and/or act upon one of our emails or advertisements. We may also collect the URL of the website you visited immediately before coming to the Services. Web beacons help us analyze our site visitors' behavior and measure the effectiveness of the Services and our advertising. We may work with service providers that help us track, collect and analyze this information.
How We Respond To Do Not Track Signals:
Please note that your browser setting may allow you to automatically transmit a "Do Not Track" (DNT) signal to websites and online service you visit. DNT is a privacy preference that users can set in certain web browsers to inform websites and services that they do not want certain information about their webpage visits collected over time and across websites or online services. However, we do not recognize or respond to browser-initiated DNT signals, as the internet industry is still working to determine what DNT means, how to comply with DNT, and how to create a common approach to responding to DNT. To find out more about "Do Not Track", please visit http://www.allaboutdnt.com.
3. How does Littera use the information it collects?
We may use Personal Information for the following purposes:
- To provide the Services. We use your Personal Information to verify your registration, allow you to participate in features we offer, including to partake in tutoring sessions, contact you regarding the Services, and to allow other users to contact you.
- To improve the Services. Your Personal Information may be used to tailor content, recommendations and offers we display to you, both on the Site and elsewhere online, as well as to maintain or improve our Services.
- To send marketing communications. Anyone over 18 may sign up to receive communications from us regarding new or existing offerings or other materials that may be of interest. Recipients who have opted-in to such communications may unsubscribe at any time by clicking on the unsubscribe link in any email. Users under the age of 18 are prohibited from signing up for these communications and we will unsubscribe any person under the age of 18 that we become aware of signing up to receive these communications. We will not use data obtained from or through the Platform or App to advertise to students or users under 18 in any way, including Interest-Based Advertising.
Interest-Based Advertising. Through our Site, we may
use third-party advertising companies that use tracking technologies
to serve our advertisements across the Internet (“Interest-Based
Advertising”). These companies may collect information about your
visits to the Site and other websites and your interactions with our
advertising and other communications. These advertising companies
serve ads on behalf of us and others on non-affiliated sites, and some
of those ads may be personalized, meaning that they are intended to be
relevant to you based on information collected about your visits to
the Site and elsewhere over time.
You have the choice to tell us not to collect and use this information. If you would like more information about this practice and for further information regarding some of your choices concerning interest-based ads, visit:
- To create anonymous data for analytics. We may make information anonymous by excluding information that makes it personally identifiable to you and may use and share that anonymous data for our lawful business purposes.
- For compliance, fraud prevention, and safety. We use your Personal Information as we believe is necessary or appropriate to (a) enforce our terms and conditions; (b) protect our rights, privacy, safety or property, and that of you or others; and (c) protect, investigate, and deter against fraudulent, harmful, unauthorized, unethical, or illegal activity (including for purposes of user verification or authentication and to ensure that our APIs are being used appropriately).
- To comply with law. We use your Personal Information as we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.
- With your consent. In some cases, we may ask for your consent to collect, use, or share your Personal Information, such as when required by law or agreements with third parties.
Please note that information submitted on the Services via a "Contact Us" or other similar function may not receive a response. We will not use the information provided via these functions to contact you for marketing purposes unrelated to your request unless you agree otherwise.
4. How does Littera work with third parties? Will Littera share any of the information it collects?
Littera does not share your Personal Information with third parties for their marketing. Littera may share anonymous information, such as aggregate or de-identified user statistics, demographic information and Usage Information with third parties for Littera’s lawful business purposes.
1. Schools/District Customers
We will share School-sponsored Student, School-sponsored Tutor and School Official Personal Information with the relevant school/district customer with whom such individuals are associated. Any such sharing is subject to Littera’s contracts with the relevant school or district. We do not control, and are not responsible for, our customers’ handling of your Personal Information. As noted above, if you have questions with respect to Personal Information that we process in the context of an agreement or relationship with a school or district, you should direct them to the relevant school or district.
2. Other Users
As the Services are designed to be interactive, some users will have access to other users’ Personal Information in certain contexts. For example, students and School Officials may be able to view tutors’ profiles as they search for a tutor to engage, and information will be exchanged between tutors, students and School Officials in connection with tutoring sessions.
3. Service Providers & Partners
We will share your Personal Information with third parties to provide services to us or you in connection with the Services, but subject to confidentiality obligations. We may provide your Personal Information to companies that provide services to help us with our business activities or data security, including (without limitation) to providers offering payment processing, hosting, information technology, customer support, and consumer and educational research services. For example, we may provide recordings of tutoring sessions, including associated audio and video, and related Personal Information as well as transcriptions of such recorded sessions to researchers for purposes of performing educational studies. We also work with service providers to provide us with analytics and other information regarding traffic on the Services, including the features used when visiting the Services and to provide us with information regarding the use of the Services. We also work with third party platforms, such as learning management systems, to allow students and School Officials to access the Services.
4. Administrative, Legal Reasons & Academic Integrity Investigations
We may also use Device Identifiers, including IP addresses, to identify users, and may do so in cooperation with copyright owners, Internet service providers, wireless service providers or law enforcement agencies in our discretion.
These disclosures may be carried out without your consent or without notice to you.
5. Business Transitions
Littera may share Personal Information with its parent, subsidiaries and affiliates, and investors primarily for business and operational purposes. In the event that Littera goes through a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, bankruptcy, or other corporate change, including, without limitation, during the course of any due diligence process, your information, including Personal Information, will likely be among the assets shared and/or transferred.
You will be notified via email and/or a prominent notice on Services of any completed change in ownership or uses of your Personal Information, as well as any choices you may have regarding your Personal Information.
We may display personal testimonials of satisfied adult users on our Services to other users of the Services and/or the public in addition to other endorsements. With your consent, we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us.
No Third-Party Advertising or School-sponsored Student Data Mining
Littera will never share any Personal Information with third parties to allow those third parties to advertise or market their products or services to users. We will not mine School-sponsored Student data for any purposes other than those agreed to by Littera’s relevant school or district customer. Data mining or scanning of user content for the purpose of advertising or marketing to School-sponsored Students or their parents is prohibited.
Third-Party Content, Links to Other Sites, and Littera Content Found Outside of the Services
Certain content provided through the Services may be hosted and served by third parties. In addition, the Services may link to third-party websites or content over which Littera has no control and which are governed by the privacy policies and business practices of those third parties.
Please also note that Littera content may be included on web pages and websites that are not associated with us and over which we have no control. These third parties may independently collect data. Littera is not responsible or liable for the privacy practices or business practices of any third party.
For more information about data we receive from third parties, please refer to “Third Party Services and Information Third Parties Provide About You” above.
5. What happens if I access Littera’s services through a mobile device?
Our App is only available to certain tutors. Students do not have access to their profiles through the App, but may access on a mobile device through the website or the platform used by their school.
6. How does Littera protect children’s information?
Protecting the privacy of young children is especially important to Littera. For that reason, we have created certain features designed to help protect Personal Information relating to children who are less than 13 years of age (“Children” or each, a “Child”). For example, we will not use data from Children for any advertising purposes.
Littera does not knowingly permit Children to use our Services without prior, express consent from a parent or legal guardian, except through agreements with schools or districts or as otherwise permitted under the COPPA and the Family Educational Rights and Privacy Act (“FERPA”). If we learn that Personal Information of a Child has been collected on our Services without prior parental consent, then we will take appropriate steps to delete this information. If you are a parent or guardian and discover that your child under the age of 13 has a registered account with our Services without your consent, please contact your child’s school and contact Littera to request that we delete that Child’s Personal Information from our systems.
How does a Child use the Services?
School-sponsored Students cannot access or use the Services without first being added by their school or school district or a School Official. School-sponsored Students access the Services through either a learning management system that the school already uses or, if the student’s school does not use such a system, through a single sign on with Google or a separate username and password. Littera obligates School Officials (or other authorized individuals) to first obtain any necessary parental consents before permitting School-sponsored Students to access or use the Services.
Children that are Public Users access the services by registering for an account through our website. If a Public User is under 13, Littera will obtain the appropriate parental consent prior to collecting any additional information about the Child.
See our Direct Notice to parents for more information on how we obtain parental consent.
What School-sponsored Student or Child information is visible to others?
No School-sponsored Student’s or Child’s profile is made available or visible generally to the public through the Services.
Where a Child is a Public User, Parents/guardians can review and access their Child’s information by contacting us at email@example.com or logging into the Child’s account. Where a Child is a School-sponsored Student, Parents/guardians should contact the relevant school/district to exercise any rights they may have.
School-sponsored Students’ profiles are visible to the School-sponsored Tutors and School Officials. School-sponsored Students cannot view each other’s individual student profiles. Profiles of Children that are Public Users will be visible only to the specific tutors that are Public Users who are providing lessons to those Children. Tutors that are Public Users cannot see a Child’s profile unless that Child has requested lessons from the tutor.
A Note about FERPA:
Certain records for School-sponsored Students that are collected or maintained by Littera are subject to FERPA, meaning we only use student data for legitimate educational interests, which include providing the Services. FERPA provides parents (or students if over the age of 18) with certain rights with regard to those records. For more information about FERPA, please see our FERPA policy.
7. How does Littera protect and store my information?
Littera takes data security very seriously. Littera has implemented commercially reasonable technical, physical, and administrative security measures designed to protect the Personal Information submitted to us, both during transmission and upon receipt, and at rest. Such measures vary depending on the sensitivity of the information at issue.
Please note that no method of transmission over the Internet, or method of electronic storage, is completely secure. Therefore, while we strive to use commercially reasonable means to protect your Personal Information, we cannot guarantee its absolute security.
If you have any questions about security on our Services, you can contact us at firstname.lastname@example.org.
8. How can I opt-out of sharing, providing, or receiving certain information?
Providing Personal Information: You can always decline to share Personal Information with us. Parents of Public Users that are Children may review their Child’s information and direct Littera to delete it or refuse to allow further collection or use of their Child’s information by contacting us at email@example.com. Because School-sponsored Student and School-sponsored Tutor Personal Information is provided by the school or district on behalf of students, students or their parents/guardians and tutors must contact their school to opt-out of sharing such Personal Information.
However, it is important to remember that you may not be able to use the Services without providing some Personal Information and that many of Littera’s features may not be accessible, or may not function properly - for example, we may not be able to remember your language preferences for you if you block all cookies.
Email and Text Communication: You can opt-out of receiving further communications by email by clicking the unsubscribe button at the bottom of an email. Littera may continue to send you Service-related emails, as we believe necessary to provide the Services.
Cookies & Advertising Choices: Your options for controlling what information cookies and similar technologies collect about you may include:
- Browser Settings. Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you set your browser to disable cookies, the Services may not work properly. For more information about cookies, including how to manage and delete cookies on your device, visit www.allaboutcookies.org. If you do not accept our cookies, you may experience some inconvenience in your use of the Services. For example, we may not be able to recognize your computer and you may need to log in every time you use the Services.
- Privacy browsers/plug-ins. By using privacy browsers or ad-blocking browser plug-ins that let you block tracking technologies.
- Third-party opt-out option. You can opt-out of interest-based advertising through certain third parties by using such third-party’s opt-out tool. For example, Google and Facebook offer opt-out features that let you opt-out of use of your information for interest-based advertising:
- Ad industry tools. Opting out of interest-based ads from companies
participating in the following industry opt-out programs:
- Network Advertising Initiative: http://www.networkadvertising.org/managing/opt_out.asp
- Digital Advertising Alliance: https://optout.aboutads.info/
- AppChoices mobile app, available at https://www.youradchoices.com/appchoices, which will allow you to opt-out of interest-based ads in mobile apps served by participating members of the Digital Advertising Alliance.
- Mobile settings. Using your mobile device settings to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.
You will need to apply these opt-out settings on each device from which you wish to opt-out.
9. How can I access and manage my personal information?
You may be able to review the information you provided to us on a Service and make any desired changes to the information, or to the settings for your account on that Service, by logging in to your account for that Service and editing or deleting the information. Parents of Public Users that are Children may review their Child’s information by contacting us at firstname.lastname@example.org. Note that certain accounts may have limitations regarding the ability to delete information. If a student or their parent/guardian wants to delete School-sponsored Student information or a tutor wants to delete School-sponsored Tutor information, they will need to contact the relevant school/school district. Even after information is deleted, we may maintain it in backup or archive form unless you request permanent deletion or the account is terminated.
10. What communications will I receive from Littera and how do I limit them?
Littera may post notices on the homepage of our website. Littera may send users information by email. You may choose to stop receiving certain emails from Littera by using the unsubscribe button at the bottom of the Littera email. However, we reserve the right to send you information on our behalf and on behalf of third parties in connection with providing the Services. If you no longer want to receive Services-related information from us, you will need to close your account for that Service.
11. How do I close my account?
If you wish to close your account or your Child’s account (if your Child is a Public User), please contact us at email@example.com, and we will remove your or your Child’s Personal Information, if applicable, from our active databases. You typically will receive a response to a request sent to this email within five business days of our receiving it.
School-sponsored Students and School-sponsored Tutors cannot close their own accounts/profiles. Schools/school districts must close accounts/profiles on their behalf.
12. How long does Littera keep my information?
Upon termination of your Account or upon termination of an agreement with a school/school district, Littera will take commercially reasonable steps to delete any Personal Information from our live databases in a reasonable amount of time not to exceed ninety (90) days. You understand and agree that Littera may continue to have Personal Information in archive files or similar databases. You further agree that Littera has no obligation to delete aggregated or de-identified information. Littera may retain and use aggregated and de-identified information for any purpose consistent with laws and regulations.
13. How will Littera notify me of changes to this policy?
14. What if I live in California?
Right to Removal of Posted Information—California Minors
If you are under 18 years of age, reside in California, and have a registered account with us, you have the right to request removal of unwanted information that you publicly post on the Services. To request removal of such information, you should contact your school/school district (if you are a School-sponsored Student) or you can contact us as provided below (if you are a Public User). Upon receiving such a request, we will make sure that the information is not publicly available on the Services, but the information may not be completely or comprehensively removed from our systems and databases. Note that we will never publicly post student or Child Personal Information without obtaining any consents required by law.
15. What if I do not live in the U.S.?
The Services are not currently intended for users outside of the United States. If you are located outside of the United States, please do not use the Services. Be aware that the Services are operated in the United States, a jurisdiction in which the privacy laws may not be as comprehensive as those in the country where you reside and/or are a citizen, and any information we collect will be transferred to and processed in the United States. By using the Services, or providing us with any information, you fully understand and unambiguously consent to the transfer, processing and storage of your information in the United States.
16. How can I contact Littera?
166 Maloney Road
Wappingers Falls, NY 12590
ATTN: Privacy Request
(Last updated January, 2023)
Welcome to Littera! Littera Education Inc. (“Littera,” “we,” “us” or “our”) provides high-quality tech-enabled tutoring products and services to district, school, university, and institutional customers (each, an “Enterprise Customer”) and the students, tutors and administrative users they authorize (each, an “Enterprise User”), as well as directly to students, their parents/representatives, and tutors who access Littera’s products or services on their own (such other users, “Public Users”). Enterprise Users and Public Users shall be collectively referred to herein as “Users”.
SUPPLEMENTAL TERMS AND ENTERPRISE CUSTOMER AGREEMENTS
Your use of the Services may be subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Littera (“Supplemental Terms”) which are incorporated by reference into these Terms, (together, the "Agreement”). For example, use of the Private Tutor Marketplace on the TutorMatching Service Platform is subject to the TMS Private Tutor Marketplace Terms. To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.
In addition, if you are an Enterprise User, that means you have been granted access to the Services as a result of an agreement between Littera and the Enterprise Customer that granted you access or authorized Littera to grant you access (“Enterprise Customer Agreement”). Under the Enterprise Customer Agreement, we have committed to deliver the contracted-for services to the Enterprise Customer, including by providing its Enterprise Users with access to certain of those Services. If you are an Enterprise User, you acknowledge and agree that our provision of the Services to you and your access and use of the Services is subject to the terms of our commitments to the Enterprise Customer with which you are affiliated. In such a case, the Enterprise Customer may control and administer the implementation of the Services and any account you have on the Services, including by controlling privacy-related settings, provisioning or deprovisioning access to the Services (or parts thereof), enabling or disabling third-party integrations, and managing permissions. Your Enterprise Customer can also access and process your data and the contents of your communications and files associated with your account. If an Enterprise Customer provides you with access to the Services, your use of the Services is subject to that Enterprise Customer’s policies, if any. Should you have any questions about the policies of your Enterprise Customer or the implementation of the Services by the Enterprise Customer, contact them directly. In the event of any conflict between the Agreement and the Enterprise Customer Agreement, the Enterprise Customer Agreement shall control.
IMPORTANT INFORMATION ABOUT ARBITRATION, CONSENTS AND UPDATES TO THE AGREEMENT
PLEASE BE AWARE THAT SECTION 16 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND LITTERA HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 16 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND LITTERA BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (I) YOU AND LITTERA WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (II) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE BE AWARE THAT SECTION 8 (LITTERA COMMUNICATIONS) OF THE AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
1. THE SERVICES. Littera makes some of its Services available to Enterprise Customers and their Enterprise Users (Enterprise Services) and some of its Services available to Public Users (Public Services). Examples:
1.1 Enterprise Services
(a) Littera Tutoring Management Platform – Through this Platform, Enterprise Customers serving K-12 and post-secondary students can customize tutoring interventions, regardless of student type, subject type, schedule or delivery method of tutoring (virtual or in-person), for use by Enterprise Users. Among other features, this Platform automates scheduling, simplifies student: tutor matching, integrates curriculum, and provides real-time data. For virtual tutoring, Enterprise Customers’ tutors and students can access the Platform to meet in a secure virtual classroom with embedded lessons, live audio/video, and an interactive whiteboard.
(b) Tutor App – A mobile app designed to work with the Littera Tutoring Management Platform that is used by Enterprise Customer’s in-person tutors so they can efficiently mark attendance, log feedback, and track skill progression for in-person tutoring sessions. Data collected through the Tutor App is made available in the associated Enterprise Customer’s Tutoring Management Platform account.
(c) Enterprise GoBoard Platform – This is Littera’s stand-alone online tutoring platform, which combines video conferencing with an interactive canvas. Some Enterprise Customers have subscriptions for this Platform.
(d) Enterprise TutorMatching Service Platform (In-House Tutoring and School Branded Private Tutoring Marketplace) – This is Littera’s system for matching and scheduling tutoring sessions. Some Enterprise Customers license the TutorMatching Service Platform for use in connection with their in-house tutoring programs (i.e., the Enterprise Customer uses the technology to support the matching of the students it serves with the Enterprise Customer’s tutors). Other Enterprise Customers use the TutorMatching Service to facilitate an online private tutoring marketplace where students and mentors served by the Enterprise Customer can independently match and schedule tutoring sessions on their own and the student pays the tutor for the services through the Platform.
1.2 Public Services
(a) GoBoard Platform – Littera operates a publicly accessible version of the Enterprise GoBoard Platform at the GoBoard.com website. Users of this Platform that access the GoBoard Platform from GoBoard.com and not through a relationship with an Enterprise Customer are Public Users.
(b) TutorMatching Service Platform and TMS Private Tutoring Marketplace> – Littera operates a publicly accessible version of the TutorMatching Service Platform at the TutorMatchingService.com website. Users of this Platform, which includes the TMS Private Tutoring Marketplace made available thereon, are Public Users. Public Users of this platform can independently match and schedule tutoring sessions on their own and the student pays the tutor for the services through Platform. To learn more about the TMS Private Tutoring Marketplace, including how to match with a tutor and/or student seeking tutoring services, please review the TMS Private Tutoring Marketplace Supplemental Terms here.
3. USE OF THE SERVICES.
3.1 Rights to use the Services. The Services, and any parts thereof, including the Platform, are protected by copyright laws throughout the world. Subject to the Agreement, Littera grants you the right to access and use the features and functionality of the Site and Platform, as well as a limited license to reproduce portions of the Site and Platform for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Littera in a separate license, your right to use any part of the Services is subject to the Agreement. Littera, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Services terminates the licenses granted by Littera pursuant to the Agreement.
3.2 Application License. For any App made available as part of the Services, Littera grants you, subject to your compliance with the Agreement, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
3.3 Updates. You understand that the Services are evolving. You acknowledge and agree that Littera may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to the Agreement.
3.4 Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services, including the Platform, or any content displayed thereon; (b) use any metatags or other “hidden text” using Littera’s name or trademarks; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Littera content (including images, text, page layout or form) of Littera; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access or use the Services in order to build a similar or competitive website, product, or service; and (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
3.5 No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Littera will have no obligation to provide you with any support or maintenance in connection with the Services (unless you are an Enterprise User associated with an Enterprise Customer that has contracted with us to receive such support or maintenance). As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3.6 Use by Children Under 13. The Children’s Online Privacy Protection Act (“COPPA”) requires that all online service providers, including Littera, obtain parental consent before knowingly collecting personally identifiable information from children under the age of thirteen (13). We do not knowingly collect or solicit any personally identifiable information from children under the age of thirteen (13), except with the appropriate consent as set out below. Children under the age of thirteen (13) are prohibited from using the Services or creating an Account unless they are doing so with parental consent or with the consent of a teacher, school, or district who is providing such consent in compliance with COPPA. If we learn that we have collected personal information from a person under the age of thirteen (13) that does not comply with COPPA, we will delete that information as soon as reasonably practicable. If you believe that a child under the age of thirteen (13) has provided personally identifiable information to us without the necessary consent, please contact us as soon as possible at firstname.lastname@example.org.
3.7 Ownership. Excluding any User Content that you may provide (defined in Section 6.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Littera or Littera’s suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2. Littera and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
4. REGISTRATION AND ACCOUNTS.
4.1 Registration and Account Creation. In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) an email address and password. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Littera reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
4.2 Social Networking Site. If you access the Services through a social network service (“SNS”) as part of the functionality of the Services, you may link your Account with a SNS, by allowing Littera to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS. You represent that you are entitled to grant Littera access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting Littera access to any SNS accounts, you understand that Littera may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS account (“SNS Content”) so that it is available on and through the Services. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be User Content (as defined below). Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, personally identifiable information that you post to your SNS account may be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND LITTERA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Littera is not responsible for any SNS Content, including but not limited to, accuracy or legality of, or infringement by, the SNS Content.
4.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Littera of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Littera cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
5. PAYMENT. Many of our Services are currently provided free of charge to Users, however Littera retains the right to implement a fee structure for any of these Services in the future. Littera will provide notice if it begins to charge fees for any of these Services. One exception is our TMS Private Tutoring Marketplace, accessible through branded versions of the TutorMatching Service Platform that are created by an Enterprise Customer pursuant to an Enterprise Customer Agreement and Littera’s standard public offering of the platform at TutorMatchingService.com. Students who engage a private tutor through the TMS Private Tutoring Marketplace pay the tutor for the tutoring services through payment tools in the TutorMatching Service Platform. For more information on the fees and payment terms applicable to the TMS Private Tutoring Marketplace, please visit the TMS Private Tutoring Marketplace Terms.
6. USER CONTENT
6.1 User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Services (e.g., information you include in your profile, content you upload into or create through use of a feature on the Platform, including GoBoard, your tutoring philosophy statement if you have one, the content of any messages you create using in-app messaging features within the Services)). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 7. You further represent that, subject to any rights in your User Content that are retained by the Enterprise Customer that authorizes your use of the Services (if you are an Enterprise User), you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Littera. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 7. Littera is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
6.2 License. Subject to any rights in your User Content that are retained by the Enterprise Customer that authorizes your use of the Services (if you are an Enterprise User), you hereby grant (and you represent and warrant that you have the right to grant) to Littera an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in connection with the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
6.3 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 7 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 14, and/or reporting you to law enforcement authorities. If you are an Enterprise User, you acknowledge and agree that we may take any of the actions described in this Section 6.3 at the direction of the Enterprise Customer with which you are affiliated.
6.5 Feedback. If you provide Littera with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Littera all rights in such Feedback and agree that Littera shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Littera will treat any Feedback you provide to Littera as non-confidential and non-proprietary. You agree that you will not submit to Littera any information or ideas that you consider to be confidential or proprietary.
7. ACCEPTABLE USE POLICY. You agree not to: (a) use the Services to upload, transmit, display, or distribute any User Content that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (b) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (d) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (e) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (f) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (g) interfere with any other user’s use and enjoyment of the Services; (h) impersonate any person or entity, including any employee or representative of Littera; (i) record any tutoring sessions that occur on the Platform or otherwise screen capture Content that is made available to you on the Platform, including Content made available to you in connection with any tutoring sessions; or (j) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
8. LITTERA COMMUNICATIONS.
8.1 Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from Littera. Communications from us may include communications about your use of the Services.
8.2 Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE OR SERVICES.
8.3 Electronic Communications. The communications between you and Littera use electronic means, whether you use the Services or send us emails, or whether Littera posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Littera in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Littera provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9. INDEMNIFICATION. You agree to indemnify and hold Littera (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of the Agreement, or (d) your violation of applicable laws or regulations. Littera reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Littera. Littera will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. THIRD-PARTY LINKS AND APPLICATIONS; OTHER USERS
10.1 Third-Party Links and Applications. The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Littera, and Littera is not responsible for any Third-Party Links and Applications. Littera provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications.
10.2 Other Users. Each User of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users are solely between you and such users. You agree that Littera will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. Provided, however, we reserve the right to intercede in such disputes at our sole discretion.
11. RELEASE. You hereby release and forever discharge Littera (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including interactions with any other users of the Services or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Littera or for fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER. 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, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY LITTERA OR ANOTHER USER OF THE SERVICES. LITTERA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LITTERA (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF LITTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY ($50) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LITTERA AND YOU.
14. TERM AND TERMINATION. Subject to this Section, the Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of the Agreement. Upon termination of your rights under the Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Littera will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your User Content. In addition, if you have accessed the Services under an Enterprise Customer’s account, then the provision of certain services provided by Littera may automatically terminate when the Enterprise Customer Agreement Littera maintains with the Enterprise Customer expires or is terminated. Even after your rights under the Agreement are terminated, the following provisions of the Agreement will remain in effect: Sections 3.4, 3.5, 3.6, 4.3, and 5 - 17
15. COPYRIGHT POLICY. Littera respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Littera is:
Designated Agent: Justin Serrano
Address of Agent: 166 Maloney Rd. Wappingers Falls, NY 12590
16. ARBITRATION CLAUSE AND CLASS ACTION WAIVER . Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Littera arbitrate disputes against one another.
Dispute Resolution: PLEASE BE AWARE THAT THIS SECTION 16 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND LITTERA HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND LITTERA BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 16 CAREFULLY.
16.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Littera agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Littera may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Littera may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
16.2 Informal Dispute Resolution. There may be instances when a Dispute arises between you and Littera. If that occurs, Littera is committed to working with you to reach a reasonable resolution. You and Littera agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Littera therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Littera that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to email@example.com or regular mail to our offices located at Littera Education Inc., 166 Maloney Road, Wappingers Falls, New York, 12590. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
16.3 Waiver of Jury Trial. YOU AND LITTERA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Littera are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.4 Waiver of Class and Other Non-Individualized Relief. YOU AND LITTERA AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 16.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 16.9 (Batch Arbitration) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Littera agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Wappingers Falls, New York. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Littera from participating in a class-wide settlement of claims.
16.5 Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Littera agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and otherwise agree, or the Batch Arbitration process discussed in subsection 16.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
You and Littera agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
16.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under subsection 16.9 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.
16.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
16.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Littera need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
16.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Littera agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Littera by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Littera.
You and Littera agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
16.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Littera Education Inc., 166 Maloney Road, Wappingers Falls, New York, 12590, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Littera account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
16.11 Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Littera as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
16.12 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Littera makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Littera at: Littera Education Inc., 166 Maloney Road, Wappingers Falls, New York, 12590, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Littera will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
17.1 Electronic Communications. The communications between you and Littera may take place via electronic means, whether you visit the Services or send Littera e-mails, or whether Littera posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Littera in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Littera 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, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
17.2 Accessing and Downloading the Application from iTunes. You acknowledge and agree that the availability of certain aspects of any Application we provide as part of the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (the “App Store”). The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that: (i) the Agreement is concluded between you and Littera only, and not Apple; and (ii) Littera, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service, and you agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support with respect to the App Store Sourced Application, and Littera, not the App Store, is solely responsible for the Application, the content thereof, and warranty therefor.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Littera and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Littera.
(d) You and Littera acknowledge that, as between Littera and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Littera acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Littera and Apple, Littera, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Littera acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
17.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Littera’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
17.4 Force Majeure. Littera 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.
17.5 Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Littera agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in in Wappingers Falls, New York.
17.6 Notice. Where Littera requires that you provide an e-mail address, you are responsible for providing Littera with your most current e-mail address. In the event that the last e-mail address you provided to Littera is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Littera’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Littera at the following address: 166 Maloney Road, Wappingers Falls, New York, 12590. Such notice shall be deemed given when received by Littera by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
17.7 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.8 Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
17.9 International Users. The Site and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Littera intends to announce such services or content in your country. The Services are controlled and offered by Littera from its facilities in the United States of America. Littera makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
17.10 Export Control. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Littera, or any products utilizing such data, in violation of the United States export laws or regulations.
17.11 Copyright/Trademark Information. Copyright © 2022, Littera Education, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Littera Marks will inure to Littera’s benefit.
17.12 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
17.13 Entire Agreement. The Agreement is 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.
17.14 Contact Information:
Littera Education, Inc.
166 Maloney Road
Wappingers Falls, New York, 12590
(Last updated December 22,2022)
We may at our sole discretion modify these Supplemental Terms on a going-forward basis. We will post notice of the date of the most recent update above.
1.1. Operation and Access. Littera operates the Private Tutoring Marketplace (the “Marketplace”) as part of its TutorMatching Service Platform. Through the Marketplace, Littera enables third-party tutors who use the Marketplace (“Tutor Users”) to offer virtual or in-person subject-specific tutoring services (“Tutoring Services”) to students and other learners who use the Marketplace to search for and engage Tutor Users whose Tutoring Services meet their needs (such students and learners who use the Marketplace, the “Student Users”). Tutor Users advertise their subject matter expertise, experience and other credentials as well as availability in publicly displayed profiles (each, a “User Profile”), which Student Users can search to find the right fit (by filtering their searches based on different criteria, including subject of interest, applicable course code, Tutor User availability, and pricing). Student Users can then reserve a tutoring session by selecting an available time on the selected Tutor User’s User Profile.
You may access the Marketplace as a Public User who accesses the Marketplace as a tutor, student or Parent via the publicly accessible website located at TutorMatchingService.com (or its successor website) or as an Enterprise User who accesses a School-Branded version of the Private Tutoring Marketplace pursuant to an Enterprise Customer’s license to the TutorMatching Service Platform. If you access a School-Branded version of the Marketplace, you will have access to an online tutoring environment facilitated by an Enterprise Customer. In either case, as a Tutor User, can create a User Profile on the Marketplace so that Student Users can search for you and reserve a tutoring session, and as a Student User, you can use the Marketplace to search for tutors and can reserve individual sessions to obtain Tutoring Services based on a selected Tutor User’s availability. Please review our FAQs for more details on the Tutoring Services.
LITTERA’S RESPONSIBILITY TO ANY AND ALL USERS ON THE MARKETPLACE IS LIMITED TO OPERATING THE MARKETPLACE TO CONNECT USERS INTENDING TO RECEIVE AND PERFORM TUTORING SERVICES.
1.2. Registration and Accounts, Profiles, and Parental/Guardian Verification.
- Profiles. As part of creating an Account, you will create a User Profile which, if you are a Tutor User, will be made visible to other Users on the Marketplace. You may update your User Profile at any time by logging into your Account and making the change there.
2. TUTORING SERVICES
2.1. Tutor User Responsibilities and Commitments. If you are a Tutor User, the following covenants, representations, and terms set forth in Sections 2.1 and 2.2 apply to you:
- By agreeing to the terms of these Supplemental Terms and under penalty of perjury, you affirm that you are self-employed, and provide services as a tutor separate and independent from Littera, and that you hold yourself out to the public as independently competent and available to provide the services you provide, including the Tutoring Services you make available through the Marketplace. Without limiting the foregoing, as an independent tutor, you maintain complete control over your level of participation in the Marketplace, including by: (i) deciding when to log into the Marketplace and be available to provide Tutoring Services; (ii) deciding when to accept, reject or ignore requests for Tutoring Services; (iii) selecting your attire – no uniforms or other specific clothes are required; (iv) determining the time and location of your Tutoring Services; (v) using competitive services or technology platforms; (f) maintaining your independent business (if you have one) and other clients without using the Marketplace; (vi) resolving any disputes with Student Users directly; (vii) controlling the amount you wish to invest in providing Tutoring Services in connection with the Marketplace; and (viii) controlling your provision of Tutoring Services. In addition, you acknowledge that your opportunity for profit or loss through use of the Marketplace is dependent on your tutoring skills.
- You represent that all information provided by you in connection with your registration and Account, including in your User Profile, is accurate and complies with relevant law, and that you will immediately notify Littera of any change in contact, certification, or licensing information.
- You assume complete responsibility for all Tutoring Services you provide to Student Users, including your treatment of such Student Users, and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to your provision of Tutoring Services and interactions with Student Users.
- You shall not represent yourself to any Student Users or other Users of the Marketplace that you are an employee, contractor or agent of Littera.
- You agree that, as a condition of offering your Tutoring Services on the Marketplace, your Tutoring Services are subject to terms of the quality guarantee described in Section 2.3. If a Student User provides Littera with a valid claim under the TMS Quality Guarantee in accordance with the terms of Section 2.3, Littera will issue a refund to the Student User’s Payment Method, and you will owe Littera the amount of the payment for the services performed, which may be offset against settlement funds due to you in accordance with the terms of these Supplemental Terms.
- To receive payment of your Tutor Fee (as defined herein), you must provide Littera with a valid method of receiving payment (e.g., bank account, PayPal account, or any other method accepted by Littera) (your “Payout Method”), as prompted by Littera when you register your Account on the Platform.
- You appoint Littera as your limited payments agent for the sole purpose of receiving, holding and settling payments due to you for your Tutoring Services that were reserved and paid for by Student Users in accordance with Section 4.4, below. Littera will settle payments that are actually received by Littera (from Student Users) to you, less any amounts owed to Littera, including without limitation, the Marketplace Fee. You agree that a payment received by Littera, on your behalf as a Tutor User, satisfies a Student User’s obligation to make payment to you, regardless of whether Littera actually settles such payment to you (including, without limitation, if Littera does not settle the payment to you as a result of a valid TMS Quality Guarantee claim). If Littera does not settle any such payments as described in this Agreement to you, such you will have recourse only against Littera and not the Student User, as payment is deemed made by the Student User to you upon constructive or actual receipt of funds by Littera. You acknowledge and agree that in accepting this appointment as your limited payments agent, Littera assumes no liability, and hereby disclaims all liability that may arise from any acts or omission by you, and you understand that Littera’s obligation to settle funds to you is subject to and conditional upon the Student User’s actual payment and any valid TMS Quality Guarantee claims.
2.2. No Employment Relationship. Neither these Supplemental Terms nor your performance hereunder creates an association, partnership, joint venture or relationship of principal and agent (other than the limited agency appointment as set forth in section 2.1(g), above), or employer or employee, between Littera and you, or between Littera and your employees and agents. You and Littera each agree that you (and your employees and agents, if applicable) will not receive any Littera-sponsored benefits from Littera where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If you, your employees or agents, are reclassified by a state or federal agency or court as Littera’s employee, you, and your employees or agents, as applicable, will become a reclassified employee and will receive no benefits from Littera, except those mandated by state or federal law, even if the terms of Littera’s benefit plans or programs in effect at the time of such reclassification would otherwise render you, or your employees or agents as eligible for such benefits. You acknowledge that it is your sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received in connection with performing Tutoring Services as processed by Littera in connection with this Agreement, including your sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions and other obligations or benefits (collectively “Remuneration Responsibilities”) and you agree to indemnify and hold harmless Littera in respect of any claims that may be made by the relevant authorities against Littera in respect of Remuneration Responsibilities, or similar relating to the Tutoring Services. You acknowledge that Littera is not rendering legal, tax or investment advice, nor is Littera a fiduciary of yours. Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state and local laws or ordinances.
2.3. TMS Quality Guarantee. Tutoring Services purchased through the Marketplace are subject to a quality guarantee. If you are a Student User and are not satisfied with the quality of the Tutoring Services performed by the Tutor User during a specific tutoring session, you are entitled to a refund of the fees you paid for the session, provided that you notify Littera of your dissatisfaction at firstname.lastname@example.org within forty-eight (48) hours after the scheduled completion of the tutoring session. If Littera receives your claim within such 48-hour period, Littera will promptly issue you a refund in the amount charged for the session. If you do not provide notice of your claim within such 48-hour period, you will not be eligible for a refund. Notwithstanding the foregoing, in no event will any Student User be entitled to a refund under this Section 2.3 for Tutoring Services performed by a Tutor User for whom that Student User previously requested and received a refund pursuant to the TMS Quality Guarantee
- You, as a Tutor User:
- You may cancel a Tutoring Services session twenty-four (24) or more prior to the time the session was scheduled to commence provided that in such event, you will not receive payment for such canceled session. For any cancellation made by you less than twenty-four (24) hours in advance of the time the session was scheduled to commence, Littera may, in its sole discretion and in addition to exercising any additional remedies available to it, terminate this Agreement effective upon notice to you.
- If a Student User cancels a Tutoring Services session twenty-four (24) hours or more prior to the time the session was scheduled to commence, the Student User will not be charged for such session, and you will not receive payment for your Tutor Fee for such session. If a Student User cancels a tutoring session less than twenty-four (24) hours prior to the time the session was scheduled to commence, you will receive full payment for the scheduled session.
- You, as a Student User:
- You may cancel a Tutoring Services session without incurring a charge by canceling the session twenty-four (24) hours or more prior to the time the session was scheduled to commence. If you cancel a session less than twenty-four (24) hours prior to the time the session was scheduled to commence, Littera will charge you a cancellation fee equal to the full amount of the session you canceled (the “Cancellation Fee”) to your Payment Method (as defined herein). You can cancel a Tutoring Services session on the Marketplace by visiting your Account, selecting the Tutoring Services session you wish to cancel, and clicking the “Cancel” button.
- If your Tutor User cancels a scheduled tutoring session, then Littera will refund any charges you may have incurred in connection with such tutoring session.
2.5. Deactivating Account. You may deactivate your Account at any time by adjusting your Account settings on the Platform, or upon providing written notice to Littera at email@example.com that you desire for your Account to be deactivated (to “Deactivate” or the act of “Deactivation”). Such Deactivation will result in termination of your Account and immediate suspension of all upcoming Tutoring Services that are scheduled to occur after such notice of Deactivation is sent to Littera. If you are a Student User, we will charge your preferred Payment Method for any applicable Cancellation Fees or any other outstanding Fees (each as defined below) you accrued in connection with your Account promptly following our receipt of your written notice to Deactivate. If you are a Tutor User, after receipt of written notice to Deactivate, we will settle to your Payout Method any Fees earned in connection with Tutoring Services you provided prior to the date of your Deactivation. You must create a new Account to provide or reserve future Tutoring Services after Deactivation.
3. DISCLAIMERS. THE MARKETPLACE IS INTENDED TO BE USED TO FACILITATE CONNECTIONS BETWEEN STUDENT USERS AND TUTOR USERS FOR THE PURPOSES OF ARRANGING TUTORING SERVICES, WHICH MAY INCLUDE PARTICIPATING IN IN-PERSON TUTORING SESSIONS.
TUTOR USERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF LITTERA. LITTERA DOES NOT PERFORM THE TUTORING SERVICES AND DOES NOT EMPLOY OR ENGAGE TUTOR USERS TO PERFORM SUCH SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT LITTERA DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR TUTORING SERVICES BUT MAY MONITOR AND FACILITATE TUTORING SERVICES BOOKED THROUGH THE MARKETPLACE AT LITTERA’S SOLE DISCRETION.
YOU ACKNOWLEDGE AND AGREE THAT LITTERA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TUTORING SERVICES RENDERED OR RECEIVED, OTHER THAN AS EXPRESSLY SET FORTH IN THESE SUPPLEMENTAL TERMS. ANY TUTORING SERVICES ARE PROVIDED BY TUTOR USERS AND NOT BY LITTERA, AND STUDENT USERS ACCEPT TUTORING SERVICES AT A STUDENT USER’S OWN RISK. STUDENT USERS ARE SOLELY RESPONSIBLE FOR VERIFYING TUTOR USER CREDENTIALS. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT LITTERA IS NOT RESPONSIBLE FOR ANY IN-PERSON MEETINGS, INCLUDING THE CONDUCT OF OTHER USERS OR THIRD PARTIES AT SUCH IN-PERSON MEETINGS AND THAT THE RISK OF INJURY FROM SUCH USERS OR THIRD PARTIES RESTS ENTIRELY WITH YOU. LITTERA IS NOT RESPONSIBLE FOR YOUR SAFETY AT THE MEETING LOCATIONS SELECTED BY YOU OR ANOTHER USER, OR ANY ILLEGAL ACTIVITY, VIOLENCE OR ANY OTHER HARM OR DAMAGE TO YOU. PLEASE USE YOUR BEST JUDGMENT WHEN SELECTING A LOCATION FOR IN-PERSON TUTORING SERVICES.
4. FEES AND PAYMENT TERMS.
4.1. Fees. If you are a Student User, you agree to pay all fees associated with your Account, including but not limited to any applicable Marketplace Fee, the Tutor Fees, and Cancellation Fees (each, as defined herein and collectively, the “Fees”). If you are a Student User, the total Fees owed by you for individual Tutoring Service sessions will be presented to you at the time you select a Tutor User and reserve Tutoring Services on the Marketplace. The Fees charged for each individual Tutoring Services session are based on the hourly rate of the Tutor User you have selected for the Tutoring Services and the length of the tutoring session you have reserved (the “Tutor Fee”) plus a Marketplace Fee (as defined herein) applied by Littera. The Tutor Fee is processed by Littera on behalf of the Tutor User and payment of the Tutor Fee to Littera is deemed payment to the Tutor User in accordance with the terms of Section 2.1(g), above. The “Marketplace Fee” is the standard service fee charged by Littera for the hosting and operation of the Marketplace that is in effect when you reserve a Tutor Services session, which fee is added to the Tutor Fee. The Marketplace Fee is calculated in accordance with Littera’s current pricing practices located at https://tutormatchingservice.com/#/about/faq. The fees associated with cancellation of any Tutoring Services (“Cancellation Fees”) for Student Users or for Tutors Users are as set forth in Section 2.4 above.
4.2. Vouchers. If you are an Enterprise User, the Enterprise Customer with whom you are associated may issue payment vouchers or credits (“Vouchers”) to your Account for use as payment for Tutoring Services reserved on the School-Branded version of the Marketplace facilitated by that Enterprise Customer. Vouchers are not gift cards or gift certificates; they do not constitute property, do not entitle you to a vested right or interest and have no cash value. Therefore, Vouchers are not redeemable for cash, transferable, salable or assignable for any reason. No cash will be exchanged for the unused portion of any Vouchers credited to your Account.
4.3. Booking and Payment. While all payments for Tutoring Services purchased through the Marketplace must be made through the Marketplace, Littera is not a party to the transaction between Student Users and Tutor Users. When a Student User reserves Tutoring Services from a Tutor User on the Marketplace, that Student User contracts directly with the Tutor User offering the Tutoring Services for the purchase of such services. Littera merely facilitates the transaction as the provider of the Marketplace and by acting as a limited payments agent for the Tutor User. If you are a Student User who reserves Tutoring Services from a Tutor User, you must enter your payment card information or, if applicable, your Voucher information (“Payment Method”). When you reserve Tutoring Services on the Marketplace, Littera may pre-authorize your Payment Method. By completing a transaction to engage a Tutor User for Tutoring Services, you authorize Littera to charge your Payment Method in accordance with this Section 4.3. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY FEES AND THAT YOU WILL NOT USE ANY PAYMENT METHOD UNLESS YOU ARE AUTHORIZED TO DO SO.
4.4. Tutor Fee. If you are a Tutor User who has provided Tutoring Services to a Student User through the Marketplace in accordance with these Supplemental Terms, then Littera will initiate an electronic transfer of funds to your Payout Method in an amount equal to your Tutor Fee generally within two business days after the end of the completed Tutoring Services session, but in no event more than one week after the end of the completed Tutoring Services session, subject to these Supplemental Terms. Notwithstanding the foregoing, Littera will offset against any settlement amount owed to you any refunds issued to Student Users in accordance with the TMS Quality Guarantee. Additionally, Littera reserves the right to manage the risks associated with providing the Marketplace by placing restrictions on the settlement of funds to you when Littera deems it is necessary. For example, a hold may be placed if we have reason to believe there is an increased risk of chargebacks, disputes, or return requests relating to the Tutoring Services, or if you are a new Tutor User or there have been prior complaints or disputes relating to your Tutoring Services provided by you. To the extent you dispute any payment or failure to pay for your Tutoring Services as a result of a Student User claim for poor quality services under the TMS Quality Guarantee, you agree that your recourse is only against Littera and not the Student User, as the Student’s payment is deemed made by Student User to Tutor User upon constructive or actual receipt of funds by Littera. For the avoidance of doubt, Littera itself does not process the transmission of funds on behalf of Student Users in connection with transactions facilitated through the Marketplace and therefore collects no fees for money transmission services as part of the Marketplace Fees or otherwise.
4.6. Refunds. Subject to the TMS Quality Guarantee described in Section 2.3, Littera has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Littera, in each case in Littera’s sole discretion.
4.7. Taxes. The amounts paid under these Supplemental Terms do not include any Sales Tax that may be due in connection with your transactions made through the Marketplace (for Tutoring Services delivered by Tutor Users) or Littera’s provision of access to and operation of the Marketplace hereunder. If Littera determines it has a legal obligation to collect Sales Tax from a User in connection with these Supplemental Terms, Littera shall collect such Sales Tax in addition to the amounts required under these Supplemental Terms. If any transactions made through the Marketplace or your use of the Marketplace under these Supplemental Terms is subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Littera, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Littera for any liability or expense Littera may incur in connection with such Sales Taxes. Upon Littera’s request, you will provide it with official receipts issued by the appropriate taxing authority, or such other evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales, use, excise, services or other tax measured by the value of sales or services.
5. NON-CIRCUMVENTION. The Marketplace may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Tutor Users for employment or Student Users to provision services in any capacity unrelated to the Tutoring Services facilitated through the Marketplace. You may not use the Marketplace to collect contact information of other Users by electronic or other means without the express prior written consent of Littera. It is a material breach of these Supplemental Terms to arrange for the sale of Tutoring Services, or the payment of fees to, Tutor Users outside the context of the Marketplace for the purposes of circumventing the obligation to pay the Marketplace Fee for services purchased through the Marketplace.
6. THIRD-PARTY ADS. The public-facing components of the Marketplace may contain advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Ad, we will not warn you that you have left the Marketplace and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Ads are not under the control of Littera. Littera is not responsible for any Third-Party Ads. Littera provides these Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Ads at your own risk. When you leave our Marketplace, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.