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Terms & Conditions

Last Updated: June 25, 2022

Welcome to Edumame! These Terms of Use ("Terms") are a contract between you and Edumame USA LLC ("Edumame" or "we") and govern your access to and use of any Edumame website, mobile application (such as for iPhone or Android) or content (the "Site"). Please read these Terms carefully before accessing and/or using the Site and/or Classes.

 

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH CLASS PASS ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 18 FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND Edumame WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

1. Terms of Use.

a) Acceptance of Terms. By accessing and/or using the Site, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Classes.

 

b) Amendment of Terms. Edumame may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting such updated Terms. Your continued access to or use of the Site or Classes after such posting constitutes your consent to be bound by the Terms, as amended.

 

c) Additional Terms. In addition to these Terms, certain plans, offers, products, services, elements or features may also be subject to additional terms, conditions guidelines or rules which may be posted, communicated or modified by us or applicable third parties at any time. Your use of any such plan, offer, product, service, element or feature is subject to those additional terms and conditions, which are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall control. The Edumame Privacy Policy is hereby incorporated by reference.

 

2. Edumame Platform

a) Edumame Platform. The Edumame platform enables users to mutually provide, offer, enlist, reserve, schedule, purchase, in-person and/or virtual classes or consultation sessions.  Edumame itself is not a provider of such sessions and does not have any special relationship with any user or entity.  

 

b) Membership Options.  Edumame may, in the future, create a number of categories of participation within Edumame.  All users in the same category of participation will be treated equally and have equal access, rights, privileges and responsibilities as specified when the user agrees to join the membership categories. 

 

c) Class Availability and Allocation. Edumame does not guarantee the availability of particular Venues, locations, Classes, services, experiences, content, inventory, spots, or other features being offered. 

 

d) Edumame Account. Your Edumame account is personal to you, and through the account, you can also manage activities for all minors under your guardianship.  You agree not to create more than one account in order to circumvent platform restrictions or game the systems. You cannot transfer reputational credits to any other user.  As we continually update and test various aspects of the Edumame platform, we reserve the right to, and by using the Site and/or Classes you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that Edumame may take actions we deem reasonably necessary to prevent fraud and abuse. 

 

You agree that the information you provide to Edumame at sign-up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Site you must have access to the Internet and may be required to download an Edumame mobile application to use some or all of Edumame's features. You are solely responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Site.  You are solely responsible to secure venues and/or third-party meeting platforms to furnish all your offerings.  

 

e) Eligibility. The availability of all or part of our Site may be limited based on geographic, age, or other criteria as we may establish from time to time. You understand and agree we may disallow you from posting inappropriate content or offerings at Edumame’s sole discretion.  Multiple-time offenders may result in suspension or termination of your membership. 


 

THESE TERMS ARE ONLY APPLICABLE TO USERS IN THE U.S. THE SITE IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE SITE BY EDUMAME. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A RESIDENT OF THE UNITED STATES, AT LEAST 18 YEARS OLD AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL RULES INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY.

 

f) Communications: By providing your information or creating an account, you agree that Edumame may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with an Edumame account, including for marketing purposes. You may opt out of marketing emails via the provided unsubscribe link or otherwise opt out by contacting us at any time.

 

g) Subscribing Organizations. If you have express permission from Edumame to open or use an account on behalf of a company, entity, or organization (a "Subscribing Organization"), then you represent and warrant that you are an authorized representative of such organization with the authority to bind such it to these Terms; and agree to be bound by these Terms on its behalf. 

 

3. Fees, Billing, Cancellation

a) Recurring Billing. By initiating an Edumame category subscription (“subscription”), you authorize us to charge you for your initial subscription period and a recurring monthly subscription fee at the then-current rate, which may change from time to time. You acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee, taxes and cancellation or late fees, as further explained below. Note that even if you do not use the subscription or access the Site and/or Classes, you will be responsible for subscription fees until you cancel your subscription, or it is otherwise terminated.

 

b) Subscription Cycle. When you sign up and purchase your Edumame subscription, your first Subscription Cycle will be billed immediately. Unless we expressly communicate otherwise, your subscription will automatically renew each month and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paid subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Edumame membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription.

 

c) Refunds. Generally, our fees (including the monthly fee for your subscription and any other fees) are nonrefundable.  

 

d) Price Changes. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your subscription will take effect on your next billing cycle upon notice communicated through a posting on the Edumame website or mobile applicable or such other means as we may deem appropriate from time to time, such as email. If you do not cancel your subscription, you will be deemed to have accepted these new fees.

 

e) Payment Methods. You may edit your Payment Method information by logging onto our mobile app and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.

 

f) Cancellation of Subscription. Unless we communicate otherwise, you may terminate your subscription at any time before your subscription renews by going into your account settings on the Edumame mobile application. Unless we communicate otherwise, and except for during a Trial, following any cancellation, you will continue to have access to your subscription through the end of your current prepaid Subscription Cycle. If you cancel your subscription or it is terminated for any reason, you will lose access to all features of the subscription, and should you decide to reinstate your subscription, Edumame does not guarantee to restore credits you may have accumulated prior to the termination or subscription interruption.

 

g) Other Fees. You are responsible for paying full fees if you do not cancel a Class you had reserved and/or a cancellation fee specified by the offering user. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee) and to change the amount of any such fees at any time.

 

h) Third Party Fees for Using Edumame. You are also responsible for all third-party charges and fees associated with connecting to and using the Site, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the Site. 

 

4. Promotions

a) Your reputation. Edumame is a platform where reputation based on user feedback marks a user’s credibility.  To enhance the exposure of your offerings, you may participate in advertising programs.  

 

b) Referral. Any new user making and completing their first booking will, at the same time, automatically create a referral credit for the instructing user.  Edumame will, at appropriate times, award users based on their received referral credits.  

 

c) Other Promotions. Edumame may offer additional types of offers and promotions which will be subject to additional terms and conditions that Edumame may provide.

 

5. Termination or Modification by Edumame.

You understand and agree that, at any time and without prior notice Edumame may (1) terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your account, any orders placed, or your access to or use of the Site, your membership and/or Classes (or any portion thereof, including but not limited to your access to any or all Venues, credits or classes or services) and/or (2) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site, including of your subscription. This includes the right to terminate or modify any subscription prior to the end of any pre-paid or committed period. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Edumame shall have no liability for, and you shall have no recourse for, any such termination or deactivation, except as set forth in the following sentence. If you are a subscriber, then upon any such termination by us without cause, as your sole recourse, we will issue you a pro-rata refund of the prepaid portion of your subscription applicable to future unused services (less any fees or costs for classes or services already used). If we determine that you have violated these Terms or otherwise engaged in an illegal or improper use of your membership, Classes and/or the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that Edumame will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your subscription. If Edumame deletes your account for these reasons, you may not re-register for or use the Site and/or Classes under any other user name, email, payment method or profile. Edumame may block your access to the Site to prevent re-registration.

 

6. Privacy.

Your privacy is vital to Edumame. Please refer to our privacy policy for details.

 

7. Prohibited Conduct.

Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:

 

Harass, threaten, stalk, disrupt or defraud users, members and/or staff of Edumame, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;

Act in a deceptive or fraudulent manner by, among other things, impersonating another person or accessing another user’s account, or signing up for more than one account;

Share Edumame passwords with any third party or encourage any other user to do so;

Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;

Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;

Upload material (e.g. virus) that is damaging to computer systems or data of Edumame or users of the Site or otherwise use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;

Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;

Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;

Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;

Link to, mirror or frame any portion of the Site;

Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;

Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

Make unsolicited offers, advertisements, proposals, or send junk mail or "spam" to other users;

Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;

Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;

Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;

Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;

Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.

Edumame reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion.

 

8. User Submissions.

a) General. The Site provides certain features which enable you and other users to submit, post, share and search for content and information, which may include (without limitation) text, graphic and pictorial works, profile information, information about reserved or attended classes, friend connections or any other information submitted by you and other users or arising from your use of the Site (“User Submissions”). User Submissions also include reviews, ratings and other feedback (“Reviews”). We strongly recommend that you think carefully about what you upload to, share with or make accessible to the Site. Edumame does not guarantee any anonymity or confidentiality with respect to any User Submissions.

 

b) Reviews and feedback. You understand and agree that Reviews are to be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of Edumame’s platform), including any entity, may read or have access to your Reviews. Edumame is not responsible for the use or disclosure of any information that you disclose in connection with Reviews, including any personal information. Reviews are displayed for information purposes only and reflect the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, Edumame. You understand that all Reviews are the sole responsibility of the person from whom such Review originated. This means that you, and not Edumame, are entirely responsible for all Reviews that you upload, post, e-mail, transmit, or otherwise make available through the Site.

 

c) Right to Remove or Edit User Submissions. Edumame makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, Edumame complies with the Digital Millennium Copyright Act, and will remove User Submissions upon receipt of a compliant takedown notice (see the "Digital Millennium Copyright Act" section below). Edumame may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Edumame determines in its sole discretion to violate the standards of this Site. Edumame takes no responsibility and assumes no liability for any User Submissions.

 

d) License Grant by You to Edumame. You retain all your ownership rights in the original aspects of your User Submissions. By submitting User Submissions to Edumame, you hereby grant Edumame and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the "Edumame Licensees") a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and Edumame’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

 

e) User Submissions Representations and Warranties. By accessing and/or using our services, you hereby grant Edumame and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Edumame Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and Edumame’s (and its successors’) business for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You acknowledge that you may have what are known as “moral rights” in your User Submissions, for example, the right to be named as the creator and the right not to have work subjected to derogatory treatment. You agree to waive any such moral rights you may have in User Submissions.

 

f) Inaccurate or Offensive User Submissions. You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that Edumame does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST Edumame WITH RESPECT THERETO.

 

g) Feedback. If you provide Edumame with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site ("Feedback"), Edumame shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Edumame a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

 

h) Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Edumame may have at law or in equity.

 

i) Edumame Ratings. The learning user may be required to rate your experience after completion of a booking.

 

j) Advertising. You give us permission to use and display your User Submissions next to or in connection with ads, offers, and other messages to your Edumame friends, without any compensation or advance notice. We may, for example, prompt one of your Edumame associates to encourage them to book your offering. 

 

9. Ownership; Proprietary Rights; Content.

a) The Edumame website and mobile applications are owned and operated by Edumama, LLC. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Site provided by Edumame ("Content") are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Submissions, all Content contained on the Site are the copyrighted property of Edumame or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Edumame or its affiliates and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by Edumame, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content and may only access the Content for your personal, non-commercial use. In the event that Content are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved.

 

b) By installing, copying, or otherwise using the Site or its software, you acknowledge that you have read and understood these Terms, and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this Agreement, do not install, copy, or use the Site or Content.

 

c) You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Site or Content. You agree to abide by the rules and policies established from time to time by Edumame. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Site and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.

 

You agree not to make any use of the Content that would infringe the copyright therein.

 

d) The Site and any related software may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your individual, personal, noncommercial entertainment use.

 

e) You agree not to share your Edumame account with anyone other than yourself nor will you allow anyone other than yourself to access or use any Content accessible on or through the Site, including but not limited to sound recordings and/or musical compositions. You agree that you will not attempt to modify any software or Content obtained through the Site for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Content. You further understand that you are not granted any commercial, sale, resale, reproduction, distribution, or promotional use rights for the Content, or any rights for uses that require a synchronization or public performance license with respect to the underlying musical composition and any unauthorized reproduction or distribution of Content is expressly prohibited and may violate applicable law. You are not permitted to modify, edit or repurpose any Content.

 

f) You represent, warrant and agree that you are using the Site hereunder for your own personal, noncommercial entertainment use and not for redistribution or transfer of any kind. You agree (a) not to redistribute, broadcast, publicly perform or publicly display any Content, or otherwise transfer any Content obtained through the Site, (b) you will comply with all applicable laws in your use of the Content, (c) that you will remain a resident of the United States for the duration of your use of the Site.

 

g) You understand and agree the Content may be owned by Edumame or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law. All owners and providers of Content expressly reserve their rights in and to such Content and you are not permitted to infringe the rights of the copyright owner(s) of the Content, including but not limited to any sound recordings or musical compositions.

 

h) Edumame and/or the owners of the Content may, from time to time, remove Content from the Site without notice.

 

i) The owners of Content are intended beneficiaries of this Agreement and shall have the right to enforce this Agreement against you.

 

j) The Site, including all software, Content and other information, materials and products included on or otherwise made available to you through the Service are provided "as-is" and "as available" without warranties of any kind from Edumame or any owners of Content. To the full extent permissible by applicable law, Edumame and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither Edumame nor any owner of Content warrants that the Site or any software, Content, information, materials or products included on or otherwise made available to you through the Site are free of viruses or other harmful components.

 

k) NEITHER EDUMAME NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.

 

10. Third-Party Sites, Products and Services; Links.

The Site may include links or access to other websites, mobile applications or services ("Linked Sites") solely as a convenience to users. Edumame does not endorse any such Linked Sites, or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Edumame makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

 

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site are solely between you and such third party. YOU AGREE THAT EDUMAME WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.

 

11. Electronic Signatures and Agreements.

You acknowledge and agree that by clicking on the button labeled "CONFIRM BOOKING," "SUBMIT", "DOWNLOAD", "YES", "I ACCEPT" or such similar links as may be designated by Edumame to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY Edumame. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

 

12. General Disclaimers; No Warranties.

CLASS OFFERINGS AND OTHER NON-EDUMAME PRODUCTS AND SERVICES MADE AVAILABLE VIA THE SITE ARE PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY SUCH THIRD PARTIES), NOT EDUMAME. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF THE SITE AND YOUR BOOKING OF, ATTENDANCE AT, PARTICIPATION IN, PURCHASE AND/OR USE OF THE OFFERINGS, IS SOLELY AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO THE SITE.

 

IN NO EVENT SHALL EDUMAME BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN AN OFFERING, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. EDUMAME IS NOT AN AGENT OF ANY THIRD-PARTY USER.

 

ALL ASPECTS OF OUR CONTENT OR FEATURES AVAILABLE THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EDUMAME, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

 

WITHOUT LIMITING THE FOREGOING, EDUMAME DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II) REGARDING THE ADEQUACY OR SAFETY OF ANY OFFERING OR RECOMMENDATION, (III) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, (IV) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL, CONTENT OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR DATA.

 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

 

13. Waiver and Release; Indemnification.

YOU UNDERSTAND THAT EDUMAME IS NOT A PHYSICAL ESTABLISHMENT AND THE OFFERINGS OF OTHER USERS ARE OPERATED AND DELIVERED BY THE OFFERING PARTY AND NOT BY EDUMAME. EDUMAME IS NOT RESPONSIBLE FOR THE QUALITY OF ANY OFFERING PROVIDED BY A THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OFFERINGS OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE SITE ARE RIGHT FOR YOU.

 

THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS EDUMAME, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY OFFERING, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.

 

You agree to indemnify and hold Edumame, its affiliated entities, subsidiaries, its suppliers, service providers and partners and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or in connection with your misuse of the Site, Classes, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.

 

14. Limitation of Liability and Damages.

UNDER NO CIRCUMSTANCES WILL EDUMAME OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF Edumame HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, EDUMAME’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

15. Arbitration Agreement

PLEASE READ THE FOLLOWING CAREFULLY:

 

a) Purpose. This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and Edumame. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial.

 

Please read this Arbitration Agreement carefully. It provides that all disputes between you and Edumame shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunities to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees).

 

For the purpose of this Arbitration Agreement, "Edumame" means Edumame and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and Edumame regarding any aspect of your relationship with Edumame, whether based on contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced.

 

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

 

b) Pre-Arbitration Dispute Resolution. Before initiating any Dispute, whether in court or arbitration, you must first give Edumame an opportunity to resolve the Dispute by mailing written notification to 

Edumama, LLC Legal Department 

30 N GOULD ST,

STE R, 

SHERIDAN, WY 82801 

That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If Edumame does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

 

c) Arbitration Procedures. If the Dispute is not resolved as provided above in the Pre-Arbitration Claim Resolution section, either you or Edumame may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement. For arbitration before the AAA, for Disputes in which less than $75,000 is at issue, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. In the event that this Arbitration Agreement conflicts with the applicable arbitration rules, this Arbitration Agreement shall govern. Under no circumstances will class action procedures or rules apply to the arbitration. Because your contract with Edumame, the Terms of Use, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

 

d) Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by applicable federal law, including but not limited to the Federal Arbitration Act ("the FAA"), and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

 

e) Location of Arbitration. Any arbitration shall take place over virtual meeting platforms such as Zoom.

 

f) Payment of Arbitration Fees and Costs. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law.

 

g) Class Action Waiver. Any Disputes arising out of or relating to your use of the Site and/or attendance at, participation in or use of Classes, any purchase you make on or through the Site, any information you provide via the Site, and/or these Terms (including the formation, performance, or alleged breach), shall be submitted individually by you and will not be subject to any class action or representative status. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action). Neither you, nor any other Member of Edumame and/or user of Edumame services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding with respect to the matters set forth in the first sentence of this paragraph. You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and Edumame and is non-severable from the Arbitration Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then the Arbitration Agreement shall be null and void. You understand that by agreeing to this Class Action Waiver, you may only pursue Dispute against Edumame in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

 

h) Limitation of Procedural Rights. You understand and agree that, by entering into this Arbitration Agreement, you and Edumame are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and Edumame might otherwise have a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). By using the Edumame Site or any Class, product or services, or otherwise accepting these Terms, you are entering into this Arbitration Agreement, and you give up those procedural rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general, an arbitrator’s decision may not be appealed for errors of fact or law.

 

i) Severability. If any clause within this Arbitration Agreement, other than the Class Action Waiver clause above, is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

 

j) Continuation. This Arbitration Agreement shall survive the termination of your contract with Edumame and your use of the Edumame Site and services.

 

19. Miscellaneous.

a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Wyoming, without regard to conflict of law provisions, consistent with the Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States), the dispute shall be exclusively brought in a state or federal court located in Wyoming.

 

b) Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.

 

c) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

 

d) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

 

e) Entire Agreement. These Terms and any applicable Additional Terms, as each may be amended as set forth herein, are the entire agreement between you and Edumame relating to the subject matter herein.

 

f) Claims; Statute of Limitations. IN THE EVENT YOU HAVE A CAUSE OF ACTION THAT IS NOT OTHERWISE BARRED BY THESE TERMS, YOU AND EDUMAME AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE SITE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

g) Disclosures. The services hereunder are offered by Edumama, LLC.

 

h) Waiver. No waiver of any of these Terms by Edumame is binding unless authorized in writing by an executive officer of Edumame. In the event that Edumame waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Edumame to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is at our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances. 

 

i) Notice. Except as explicitly stated otherwise, legal notices will be served, with respect to Edumame, on Edumame’s national registered agent, and, with respect to you, to the email address you provide to Edumame during the registration process. Notice will be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such a case, notice will be deemed given three days after the date of mailing.