Elice Terms of Service

Elice Academy US Services -- Terms of Use

Effective Date: May 1, 2025 (Draft)

PLEASE READ THESE TERMS OF USE CAREFULLY. By accessing or using Elice's online platform, websites, and services (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms"). These Terms constitute a legally binding agreement between you and Elice, Inc. ("Elice," "we," or "us"). If you do not agree to these Terms, you must not use the Services. Use of the Services is also subject to our Privacy Policy, which explains how we collect and use your information. By using the Services, you acknowledge that you have read and agree to the Privacy Policy.

Notice to Minors: The Services are intended for use by students, parents or guardians, and educators. If you are under 18 years old, you must review these Terms with a parent or legal guardian. By using the Services, you affirm that your parent or guardian has reviewed and agreed to these Terms on your behalf. If your parent or guardian does not consent, you are not permitted to use the Services and must discontinue use immediately.

1. Scope of Services

Elice provides online academic services designed to support learning and educational development. Our Services include, but are not limited to, online classes, interactive lessons, tutoring sessions, test preparation materials, practice exams, educational content and resources, and other related tools or features. These Services are aimed at various educational needs and are not limited to any particular test or curriculum. We continually improve and expand our offerings; any new features or tools that augment or enhance the current Services will also be subject to these Terms.

The Services are provided for your personal, non-commercial educational use. You agree to use the Services only for lawful purposes and in accordance with these Terms. We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any content or features, with or without notice and without liability.

2. Account Registration and Eligibility

To access certain features of our Services (such as enrolling in online classes or scheduling tutoring sessions), you may be required to create an account. By registering an account, you agree to the following:

Accurate Information: You will provide truthful, current, and complete information during the registration process (including your name, email address, and any required payment information) and will keep this information up-to-date. If we suspect that your information is untrue, inaccurate, or incomplete, we may suspend or terminate your account.
Eligibility: By creating an account, you represent that you have the legal capacity to enter into this agreement. If you are the parent, guardian, or teacher registering on behalf of a minor student, you represent and warrant that you are legally authorized to do so and you agree to supervise the minor's use of the Services. You are responsible for that minor's compliance with these Terms.
Account Security: You must choose a secure password and keep your account login credentials confidential. Do not share your account or password with anyone else. You are responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account or breach of security, you agree to notify Elice immediately. We are not liable for any loss or damage arising from unauthorized use of your account.
One Account Per User: You may not transfer your account to another person or use another person's account. Each user (student, parent, or teacher) should have their own account. In the event you allow a minor to use your account (with our permission), you remain fully responsible for the minor's actions and any consequences.
Account Termination: We reserve the right to suspend or terminate your account at our discretion if we determine that you have violated these Terms or engaged in any behavior that is inappropriate, unlawful, or otherwise harmful to the platform or its users.

3. Fees, Payments, and Refunds

Certain Services offered by Elice are paid services. By purchasing or subscribing to any paid Service, you agree to the following payment terms:

Payment Terms: You agree to pay all fees and charges associated with the Services you select, including any applicable taxes. Fees are described on the Service enrollment or purchase pages and are subject to change. All payments must be made in U.S. Dollars (USD) unless otherwise specified.
Authorized Payment Method: When you provide payment information (such as a credit card or other payment method), you represent that you are the authorized user of that payment method and you authorize us (or our third-party payment processor) to charge your payment method for the fees due. If your payment method cannot be verified, is invalid, or is not otherwise acceptable, your purchase or subscription may be suspended or canceled.
Recurring Billing: Some of our Services may be offered on a subscription or installment basis (for example, monthly tutoring plans or access to content over a period). If you enroll in a subscription service, you authorize Elice to automatically bill the provided payment method at the agreed interval (e.g., monthly or annually) for the subscription fee until you cancel. We will provide details of the recurring charges during sign-up. You can cancel subscriptions by following the instructions in your account settings or by contacting customer support. Cancellations will typically take effect at the end of the current billing period. (No pro-rated refunds will be given for the remaining portion of a billing cycle unless required by law or expressly stated in an applicable policy.)
No Refunds: All sales and payments are final. Fees for paid Services (including subscriptions, class enrollments, or tutoring packages) are non-refundable except as required by law or as specifically allowed by a particular Service's cancellation policy. For example, if a particular course or tutoring program includes a satisfaction guarantee or refund policy, the terms of that offer will apply. Outside of such offers, once you have paid for a Service, you will not be entitled to a refund or credit, even if you discontinue use before the end of the service term.
Late Payments: If we do not receive payment for fees due, we reserve the right to suspend or terminate your access to the paid Services. You agree to reimburse us for any reasonable costs and expenses incurred in collecting overdue amounts, including legal fees.
Price Changes: Elice may change the pricing for any Service (for example, subscription fees or one-time course fees) at any time. If you are enrolled in a subscription, we will notify you in advance of any price increase that would apply to your subscription. Price changes will not apply retroactively; they will take effect from the next billing cycle following the notice. If you do not agree to a price change, you must cancel your subscription before the new price takes effect. Continuing to use the Service after the price change constitutes your acceptance of the new pricing.

4. Ownership of Content and Intellectual Property

Elice Ownership: All content and materials provided through our Services are owned by Elice or our licensors and are protected by United States and international intellectual property laws. This includes, but is not limited to, all text, graphics, logos, images, videos, audio clips, software, code, data compilations, interactive features, and other materials made available through the Services (collectively, "Company Content"). The compilation of all content on the platform is the exclusive property of Elice. Elice retains all rights, title, and interest (including all intellectual property rights) in and to the Services and Company Content. Your use of the Services does not transfer any ownership of any Company Content or intellectual property rights to you.

Limited License to You: Subject to your compliance with these Terms, Elice grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Company Content for your personal, non-commercial educational purposes only. This means you may, for example, view content on our website or platform, download or print materials for your own study or reference, and participate in classes or tutoring sessions. You may not:

Copy, reproduce, distribute, publish, display, perform, transmit, sell, rent, license, or otherwise exploit any portion of the Services or Company Content for any commercial purpose without express written permission from Elice.
Modify or create derivative works from the Company Content.
Remove or alter any copyright, trademark, or other proprietary notices contained in the Company Content.

If you violate the terms of this limited license, or if you use any Company Content in a manner not expressly permitted by these Terms or by law, the license will automatically terminate and we may terminate or suspend your access to the Services. All rights not expressly granted to you are reserved by Elice and its licensors.

Trademarks: The Elice name, logos, slogans, and any other Elice trademarks and service marks (collectively, "Marks") displayed on the Services are the property of Elice, Inc. or its affiliates. Other trademarks, logos, and service marks that may appear on the Services are the property of third parties. You are not granted any right or license to use any of these Marks without the prior written permission of the owner. Any unauthorized use of the Marks or confusingly similar marks is strictly prohibited.

5. User Content and Feedback

Our Services may allow you and other users to submit, upload, post, or share content such as comments, messages, files, images, ideas, feedback, or other materials (collectively, "User Content"). This can occur, for example, in discussion forums, chat features during classes, homework submissions, reviews, or Q&A sections. By submitting or posting User Content, you agree to the following terms:

License to Elice: You retain ownership of any intellectual property rights that you hold in your User Content. However, by providing User Content on or through our Services, you grant Elice a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license (with the right to sublicense to our affiliates and trusted partners) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content (in whole or in part) in any media formats and through any media channels. This license is necessary for us to operate the Services (for example, to display your questions to tutors, to include your posts in a class forum for other students, or to use feedback to improve our offerings). Elice may use your User Content for any legitimate business purpose, including enhancing the Services, developing new features, promoting the platform, or research and analysis, without any payment or compensation to you.
No Confidentiality: Do not submit any content you consider confidential or proprietary. User Content you provide is considered non-confidential. Even if you mark content as "private" within the platform (such as direct messages to tutors), we may still access and monitor such content as needed to provide the Services, ensure safety, or enforce these Terms.
Your Responsibility for User Content: You are solely responsible for all User Content that you submit, and for the consequences of sharing it. By uploading or posting any User Content, you represent and warrant that: (i) you are the original creator of the content or have obtained all necessary rights, licenses, and permissions from the rightful owner to submit it and to grant Elice the rights described here; (ii) your User Content does not infringe or violate the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any third party; (iii) your User Content is accurate (for factual information) and genuine (for opinions or feedback); and (iv) your User Content complies with these Terms and all applicable laws. You agree not to upload any content that contains personal data of others (for example, personal information about another student) without proper consent.
Elice's Rights to Monitor and Remove: Elice is not obligated to pre-screen or monitor User Content, and we do not guarantee that we will monitor the User Content posted via the Services. However, we reserve the right (but do not assume the obligation) to review, monitor, censor, or delete any User Content at our sole discretion, at any time and for any reason, without notice. This may include removing content that we believe violates these Terms or is otherwise objectionable. We may also terminate or suspend access to the Services for users who repeatedly violate our content rules. You acknowledge that Elice has no liability for any deletion or failure to store any User Content maintained or transmitted on the Services. It is your responsibility to keep backup copies of your own content if you want to preserve it.
Permitted Use by Other Users: When you post User Content to public areas of the Services (such as a public forum or class discussion visible to other class members), you understand that other users may view, access, and use that content as part of the Service. For example, if you answer a practice question on a discussion board, other students may read and learn from your answer. You grant each user of the platform a non-exclusive license to access and use your User Content for their own personal, educational, non-commercial purposes in connection with their use of the Services.
Feedback and Suggestions: If you provide Elice with any ideas, suggestions, or feedback about the Services or our business ("Feedback"), you acknowledge that such Feedback is given voluntarily. You agree that Elice may use, disclose, and exploit Feedback freely without any obligations or compensation to you. Any improvements, enhancements or modifications to the Services based on your Feedback will be solely owned by Elice.

Recorded Sessions: To maintain quality and protect our users, Elice may record online classes, tutoring sessions, webinars, or other live interactions offered through the Services. This includes audio, video, text chat, and any materials shared during the session. By participating in any live session, you consent to such recording. All recordings and transcripts are considered Company Content and are owned by Elice. We may use these recordings for purposes such as quality assurance, tutor/instructor training, dispute resolution, improvement of Services, or as study material for participants. We will handle any personal data in these recordings in accordance with our Privacy Policy. Do not disclose personal sensitive information during recorded sessions that you are not comfortable sharing. If you have concerns about being recorded, please refrain from participating in the live Services.

6. User Conduct and Prohibited Activities

We expect all users to use the Services in a respectful and lawful manner. You agree that you will NOT:

Illegal or Harmful Behavior: Use the Services for any unlawful, fraudulent, or malicious purpose, or engage in any activity that violates any applicable law or regulation. This includes (but is not limited to) defaming others; harassing, bullying, or threatening anyone; stalking or exploiting individuals; or violating the privacy or other rights of others.
Offensive Content: Post, share, or transmit any content that is illegal, offensive, obscene, pornographic, indecent, profane, defamatory, libelous, harassing, hateful, racially or ethnically offensive, or otherwise objectionable. This includes content that promotes or glorifies violence, contains excessive profanity, or could be deemed inappropriate for the academic community.
Intellectual Property Infringement: Upload or share material that infringes or misappropriates any third-party copyright, trademark, trade secret, patent, or other intellectual property rights. For example, do not upload pages from textbooks or copyrighted test materials unless you have the legal right (such as under fair use) to do so for the purpose of academic discussion.
Viruses and Hacking: Transmit any software viruses, worms, Trojan horses, spyware, or any other malicious or harmful computer code. Do not attempt to interfere with the operation of the Services, or any user's enjoyment of the Services, by any means -- including launching denial-of-service attacks, flooding or spamming, or using any device, software, or routine that interferes with the normal functionality of the platform.
Unauthorized Access: Attempt to gain unauthorized access to any portion of the Services, other users' accounts, or any systems or networks connected to the Services. This includes not engaging in activities like "hacking" or password mining. You may not use any automated system (such as scripts, web crawlers, robots, or scrapers) to access, query, or index the Services or collect users' information without our express written permission.
Data Harvesting: Collect, scrape, or harvest any personally identifiable information of other users from the Services (such as names or email addresses) without their consent. Likewise, do not use the Services to distribute unwanted promotional or commercial content (no spam, chain letters, or pyramid schemes).
Impersonation and Misrepresentation: Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity. For instance, you should not pretend to be a different student or a representative of Elice if you are not.
Interference and Disruption: Disrupt or attempt to disrupt the proper working of the Services or any activities conducted on the platform. This includes interfering with or bypassing any security or access control measures of the Services, or any capacity limits.
Frame or Mirror: "Frame" or "mirror" any part of the Services on any other server or device, or otherwise reproduce or circumvent the navigational structure or presentation of the Services. You are also not permitted to inline link or host the Company Content on any other site or platform.
Commercial Use and Competition: Use the Services for any commercial purpose or for the benefit of any third party outside of the permitted use of purchasing our academic services. This means you should not exploit the Services or Company Content for your own business or financial gain (for example, by reselling materials or conducting tutoring sessions outside Elice using our content). Additionally, you agree not to use the Services to gain competitive intelligence about Elice or to build a competing product or service.

Respect in Interactive Sessions: If you participate in live classes, tutoring, or any interactive forum, you also agree to maintain a standard of respect and professionalism:

Treat instructors, tutors, other students, and participants with courtesy. Do not use profanity or slurs, even if not publicly posted (e.g., in a live classroom chat).
Stay on-topic in academic discussions. Do not deliberately derail conversations with irrelevant subjects.
Personal Boundaries: Do not ask for or share personal contact information (such as full name, personal email, phone number, address, social media handles) with tutors, instructors, or other users outside of the platform's required fields. Elice's policy is to protect user safety by keeping communications on the platform. Tutors and students should not arrange to meet in person or communicate outside the platform without authorization. If any tutor, student, or other user requests or pressures you to provide personal contact details or meet outside the platform, you agree to report this to Elice immediately.
Do not recruit or solicit any tutor, instructor, or staff you meet through our Services to work for you or any other business or organization that is not affiliated with Elice. Our tutors/instructors are under agreements with us; any attempt to circumvent our platform for tutoring services or to hire our tutors outside may result in account termination and further legal action.

Compliance with Laws: You agree to abide by all applicable local, state, national, and international laws and regulations in connection with your use of the Services. You are solely responsible for any content you create or actions you take while using our platform. If your behavior violates any laws or regulations, or these Terms, we may notify appropriate authorities and take any other necessary action.

7. Third-Party Content and Links

During your use of the Services, you may encounter: (a) links to third-party websites or resources, and (b) content, information, and services provided by third parties (including other users, tutors, or external partners). It is important to understand that:

External Links: Our platform may provide links to external websites or resources for your convenience (for example, a tutor might share a link to a useful article or we might link to a partner's site). These external sites are not under Elice's control, and we are not responsible for the content, products, services, or information found on or through those websites. The inclusion of any link does not imply endorsement or approval by Elice. If you decide to visit any third-party site or use its resources, you do so at your own risk, and you understand that our Terms and our Privacy Policy do not apply to those external sites. We recommend you review the terms and policies of any third-party site you visit.
Third-Party Content on Our Platform: Some content on our Services may be provided by other parties. For instance, tutors or users might post educational content, or we might display information from third-party publishers (like practice questions sourced from third-party materials under license). Any opinions, advice, statements, or information provided by third parties (including other users or tutors) are those of the respective author(s) and not of Elice. Elice does not guarantee the validity, accuracy, or reliability of third-party content. This includes any advice or information given by a tutor or educator during a tutoring session or class -- while we strive to work with qualified educators, Elice is not liable for any errors or misstatements they might make. You acknowledge that any reliance on content from third parties is at your own discretion and risk.
Interactions with Third Parties: If you engage in transactions or communications with third parties (for example, if you participate in a promotion by a partner or purchase something from a linked site), those dealings are solely between you and the third party. Elice is not responsible for any loss or damage incurred as a result of such dealings.
Third-Party Software/Integration: The Services may integrate or include third-party software, APIs, or services (such as a video conferencing tool for classes, or payment processing by a third-party provider). Your use of such features may be subject to the third party's terms of use. We are not responsible for the actions or omissions of these third-party providers. However, if you encounter an issue with a third-party integration, you can reach out to us and we will try to assist or direct you to the appropriate support.

8. Privacy Policy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, store, and disclose information obtained from you through the Services. By using the Services, you consent to the collection and use of information as outlined in our Privacy Policy. If you do not agree with our Privacy Policy, you must not use the Services.

Key points: We implement industry-standard practices to protect your personal information. We may share certain data with third parties as described in the Privacy Policy (for example, with service providers that help us operate the platform, or in response to legal requests). If the platform is used by children under 13, we comply with the U.S. Children's Online Privacy Protection Act (COPPA) by obtaining verifiable parental consent before collecting personal information from children, as detailed in our Privacy Policy. Please review the Privacy Policy carefully to understand how we handle your data and what rights you have regarding your information.

If you have questions about our data practices, you can contact us using the information provided in the Privacy Policy. Remember, maintaining the confidentiality of your account credentials also helps protect your personal information -- never share your login details with unauthorized people.

(This Privacy section is just a summary; the full Privacy Policy linked above is incorporated into these Terms by reference.)

9. Disclaimers of Warranties

Use at Your Own Risk: The Services and all Company Content are provided "AS IS" and "AS AVAILABLE." While we strive to provide top-quality educational content and a reliable platform, Elice makes no warranty or guarantee of any kind about the Services. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including but not limited to:

Implied Warranties: Any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Services will meet your specific requirements or expectations.
Service Availability: We do not guarantee that the Services will be uninterrupted, timely, secure, or error-free. There may be occasions when the platform is unavailable (whether due to maintenance, technical issues, or other reasons). We are not responsible for any issues or damage arising from downtime or connectivity problems.
Accuracy of Content: Elice does not warrant the accuracy, completeness, or usefulness of any information or content provided through the Services. This includes Company Content as well as any User Content or third-party content. Educational materials, answers, explanations, or other content might contain errors or omissions. Use your discretion and judgment when relying on any information obtained from the Services. If you spot an error, we appreciate being informed so we can correct it.
Educational Outcomes: You acknowledge that learning results and performance improvements are not guaranteed. Using our Services (such as taking a course or receiving tutoring) may help you in your studies, but Elice makes no promise or warranty that you will achieve any particular result (for example, a specific test score, grade improvement, admission to a school, or certification). Any testimonials or examples of success we might share are illustrative only and not a guarantee of your own results.
Security: We care about the security of our platform but we do not warrant that the Services will be free of viruses, malware, or other harmful components. You are responsible for using up-to-date antivirus software on your devices. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from use of the Services or downloading of any content.

No Other Warranties: No advice or information, whether oral or written, obtained by you from Elice or through the Services shall create any warranty not expressly stated in these Terms. Elice does not warrant or endorse any specific tutor, instructor, or third-party service that might be accessible through the platform, except as explicitly provided.

Some jurisdictions do not allow the exclusion of certain warranties. If applicable law requires warranties despite these disclaimers, such warranties are limited in duration to 30 days from the date of first use of the Services or the minimum duration permitted by law.

10. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Elice or its officers, directors, employees, agents, partners, or affiliates (collectively, the "Elice Parties") be liable to you or any third party for any indirect, incidental, special, consequential, exemplary or punitive damages whatsoever, including without limitation damages for lost profits, lost revenue, loss of data, business interruption, or any other intangible losses, arising out of or related to your use of (or inability to use) the Services or Company Content, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

In particular, and without limiting the generality of the foregoing, the Elice Parties will not be liable for:

Personal Decisions: Any decisions you make or actions you take in reliance on the information or content provided through the Services (for example, decisions about your education or career, answers you give on tests, or how you apply to schools or jobs).
User Conduct: Any harm or damages resulting from the conduct of any user of the Services, including any user's violation of these Terms or misuse of the platform (e.g., if another student or tutor misbehaves or posts offensive content).
External Factors: Events beyond our reasonable control, such as failures of telecommunication networks, third-party services (like internet or cloud providers), or acts of God.
Lost Content or Data: Loss or damage to any content (including User Content) or data that you may have stored or transmitted using our Services. We always encourage you to keep separate backups of important data or work products.

Maximum Liability: To the extent that our liability is not otherwise excluded or limited, the total cumulative liability of the Elice Parties to you for any and all claims arising from or related to these Terms or the use of the Services shall not exceed the total amount (if any) you paid to Elice for the specific Service from which the liability arose in the twelve (12) months immediately preceding the claim. If you have not paid Elice any amounts in the time period, Elice's sole liability will be limited to ten U.S. dollars (USD $10). This limitation applies to all of your claims collectively, not per incident.

Jurisdictional Limitations: Some states or jurisdictions do not allow the exclusion or limitation of certain damages. If the laws of such a jurisdiction apply to your case, the above exclusions or limitations may not apply to you to the extent prohibited by law. In that event, the liability of the Elice Parties will be limited to the greatest extent permitted by applicable law.

Essential Purpose: Each provision of this Section is intended to be severable and independent of all other provisions of these Terms, and to be enforced as such. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Elice and you. The Services would not be provided without such limitations.

11. Indemnification

You agree to defend, indemnify, and hold harmless Elice, Inc. and its affiliates, and each of their respective employees, instructors, tutors, contractors, officers, directors, agents, and representatives (the "Indemnified Parties"), from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) that arise out of or relate to:

Your use or misuse of the Services, or any content you obtain through the Services;
Any User Content you submit, post, or share on or through the Services (including any allegations that such content infringes or misappropriates the intellectual property or other rights of any person or that it is defamatory or unlawful);
Your violation of these Terms or of any applicable law or regulation;
Your infringement of any rights of another person or entity (including intellectual property rights or privacy/publicity rights); or
Any fraud, negligence, or willful misconduct by you.

Elice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do so, you agree that you will cooperate with our defense of such claim. You agree not to settle any matter without the prior written consent of Elice. We will use reasonable efforts to inform you of any such claim, action, or proceeding upon becoming aware of it.

This indemnification obligation will survive any termination of your account or of the Services. It means that even after you stop using the platform, you will still be responsible for any costs incurred by the Indemnified Parties as a result of your actions while you were using it.

12. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS. It requires most disputes to be resolved through binding arbitration instead of in court, and it limits the manner in which you can seek relief from Elice.

Agreement to Arbitrate: Except for the exceptions expressly stated below, you and Elice agree that any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Services (collectively, "Disputes") will be resolved solely by binding arbitration on an individual basis, rather than in court. You and Elice are each waiving the right to a trial by jury and the right to participate in a class action or representative proceeding. This arbitration agreement is governed by the Federal Arbitration Act (FAA) and evidences a transaction in interstate commerce.
Exceptions -- Small Claims and Injunctive Relief: As the only exceptions to mandatory arbitration, you and Elice each retain the right: (i) to seek resolution of qualifying claims on an individual (non-class) basis in a small claims court of competent jurisdiction (if your claim meets the small claims court's requirements); and (ii) to seek injunctive or equitable relief in a court of law for the limited purpose of preventing (or enjoining) actual or threatened infringement, misappropriation, or violation of a party's intellectual property or proprietary rights.
No Class Actions: All Disputes shall be conducted solely on an individual basis and not in a class, consolidated, or representative action. Neither you nor Elice shall be a party to or participate in a class action or class-wide arbitration against the other. The arbitrator may not consolidate or join the claims of other individuals or parties who may be in similar situations. You understand that by agreeing to these Terms, you and Elice each waive any right to a jury trial or to participate in a class action or class arbitration.
Arbitration Procedures: The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or if applicable, the Commercial Arbitration Rules), as modified by these Terms. The AAA's rules and filing instructions are available on the AAA's website. The arbitration will be decided by a single neutral arbitrator. If the parties cannot agree on an arbitrator, the AAA will appoint one in accordance with its rules. Arbitration hearings will take place in the county (or parish) where you live, unless we both agree on a different location or a telephonic/electronic hearing. The arbitrator will apply the governing law specified in these Terms. The arbitrator has the authority to grant any remedy that would otherwise be available in court (subject to the limitations and exclusions of liability agreed in these Terms). The arbitrator's award will include the prevailing party's costs and expenses (including reasonable attorneys' fees), to the extent such award is allowed under applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction.
Arbitration Fees: Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. If your claim for damages does not exceed $10,000, Elice will pay all such fees unless the arbitrator finds your Dispute frivolous or brought for an improper purpose (under the standards of Federal Rule of Civil Procedure 11(b)). For claims that exceed $10,000, the AAA rules will govern fee allocation.
Opt-Out Right: You have the right to opt out of this arbitration agreement. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section, you must notify Elice in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Elice's mailing address (see the "Contact Us" section below) or emailed to our customer support and must include: (i) your name, (ii) your account email (if you have one), (iii) your mailing address, and (iv) a clear statement that you want to opt out of this arbitration agreement. If you opt out, your opt-out will only affect these Terms and not any other arbitration agreement that you may have with us. If you do not opt out within 30 days, you are fully and irrevocably bound by this arbitration agreement.
Governing Law: These Terms and any Dispute arising out of or related to them or the Services will be governed by the laws of the State of New York, U.S.A., without regard to its conflict of laws principles, except to the extent that the Federal Arbitration Act applies. If a lawsuit or court proceeding is permitted under these Terms (for example, if the arbitration agreement is found unenforceable or if enforcing an arbitration award), you and Elice agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York for the purpose of litigating any Dispute. We and you waive any objection to venue in such courts.
Enforceability: This Section 12 (Dispute Resolution and Arbitration) shall survive termination of these Terms. If any portion of this arbitration agreement is found to be invalid or unenforceable, that portion shall be severed and the remaining provisions will remain in full force and effect. However, if the prohibition on class actions or other consolidated or representative actions is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void. In such case, you and Elice agree that the exclusive jurisdiction and venue described in the "Governing Law" subsection shall govern any action arising out of or related to these Terms.

BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO THE ABOVE ARBITRATION PROVISION. You are giving up the right to have your dispute heard in court by a judge or jury (except for small claims court as provided above), and you are giving up your right to participate as a class member in any class action or class arbitration against Elice.

13. Termination of Use

These Terms will remain in effect until terminated as provided herein. Either party may terminate this agreement under the following conditions:

Your Right to Terminate: You may stop using the Services at any time. If you wish to terminate your account, you may do so by discontinuing all use of the Services and (if applicable) notifying Elice of your intention to terminate your account. Simply ceasing to use the Services will also effectively terminate your license to use our content, though certain provisions of these Terms will survive as described below.
Elice's Right to Terminate or Suspend: Elice may terminate or suspend your access to all or part of the Services at any time with or without notice and with or without cause. For example, we may terminate or suspend your account immediately if: (i) you violate any provision of these Terms or any other policies or guidelines provided by Elice; (ii) we believe your conduct may harm Elice, our users, or third parties, or expose us to liability; (iii) we stop offering or substantially alter the Services (in which case we would endeavor to provide advance notice to you); or (iv) for any other reason we deem appropriate in our sole discretion. We shall not be liable to you or any third party for any termination or suspension of your access to the Services.
Effect of Termination: Upon any termination of this agreement, whether by you or by us, your right to use the Services will cease immediately. You must stop using the Services, and you must delete any copies of Company Content you have saved or downloaded, subject to the below paragraph on surviving rights. If your account is terminated, you may lose access to any data stored in association with your account (we are not obligated to provide you with copies of that data after termination, so please save your own data separately if you need to). Elice has no obligation to refund any fees you've paid (if any) prior to termination, whether your termination was voluntary or we terminated for a violation of these Terms. In fact, if you have breached these Terms, you will not be entitled to any refund of unused fees.
Survival: The termination of your access or account will not affect provisions of these Terms that by their nature are intended to survive termination. All provisions which by their nature should survive termination shall survive, including, without limitation: any obligation you have to pay fees (if applicable), any restrictions on your use of Company Content, your obligation to indemnify Elice, and all disclaimers of warranties, limitations of liability, and dispute resolution provisions (including arbitration). Sections such as Intellectual Property, User Content (licenses granted by you), Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and the General Provisions below shall survive indefinitely or to the maximum extent permitted by law.

If your account or access to the Services is terminated and you believe it was in error, you may contact our support team to request reinstatement, but Elice is under no obligation to reactivate your account.

14. Copyright Infringement and DMCA Policy

Elice respects the intellectual property rights of others and expects our users to do the same. If you believe that any content available on or through our Services infringes your copyright, you may submit a written notification to our designated Copyright Agent as outlined below, in accordance with the Digital Millennium Copyright Act (DMCA) (17 U.S.C. § 512).

DMCA Notice Requirements: Your infringement notice must be a written communication that includes all of the following:

Identification of the copyrighted work that you claim has been infringed. If multiple copyrighted works are covered by a single notification, you may provide a representative list of such works.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate that material on the Services (such as the URL of the webpage where the material is located).
Your contact information -- including your full name, mailing address, telephone number, and email address -- so that we can reach you if needed.
A statement by you that you have a good-faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in your notice is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner of the exclusive right that is allegedly infringed.
An electronic or physical signature of the person authorized to act on behalf of the copyright owner. This can be as simple as typing your full name at the end of your notice.

Please be aware that under the DMCA, if you knowingly misrepresent that material or activity is infringing, you may be held liable for damages (including costs and attorneys' fees). We suggest consulting with your legal advisor before filing a DMCA notice.

Upon receipt of a valid DMCA notice, we will review and investigate the claim. Elice's policy is to remove or disable access to allegedly infringing content, and to terminate accounts of repeat infringers when appropriate. If we remove content in response to a DMCA notice, we may notify the user who posted the content so they have an opportunity to submit a counter-notification, if they believe the removal was improper.

Counter-Notification: If your content was removed due to a DMCA notice and you believe that such content was removed or disabled as a result of mistake or misidentification, you may send us a counter-notification. Your counter-notice must include: (a) identification of the material that has been removed or disabled and the location where it appeared before removal; (b) a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled due to mistake or misidentification; (c) your name, address, and telephone number; (d) a statement that you consent to the jurisdiction of the Federal District Court in the district where your address is located (or in the federal court located in New York, NY if your address is outside the USA), and that you will accept service of process from the person who provided the original DMCA notification or an agent of that person; and (e) your physical or electronic signature. If we receive a proper counter-notification, we may reinstate the removed content in accordance with the DMCA, unless the copyright owner files a court action against you within 10 business days.

Elice will not be a party to any disputes or lawsuits regarding alleged copyright infringement by a user, but we will comply with applicable copyright laws in good faith.

15. Miscellaneous Provisions

Entire Agreement: These Terms of Use (along with any additional policies or guidelines referenced herein, such as our Privacy Policy and any applicable service-specific terms) constitute the entire agreement between you and Elice regarding your use of the Services. They supersede any prior agreements, understandings, or communications (whether oral or written) between you and us relating to the subject matter. No oral or written information or advice given by any party shall create any warranties or contractual obligations other than those expressly stated in these Terms.

Waiver: Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Elice. No waiver by Elice of any breach or default by you shall be deemed a waiver of any preceding or subsequent breach or default.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be eliminated or limited to the minimum extent such that the remainder of these Terms will continue in full force and effect. The parties intend that the invalid or unenforceable provision will be replaced by a valid provision that achieves the same or similar purpose.

Assignment: You may not assign or transfer these Terms (or any of your rights or obligations hereunder) to any third party without our prior written consent. Any attempted assignment in violation of this provision is null and void. Elice may freely assign or transfer these Terms or any of its rights or obligations, in whole or in part, without notice to you. These Terms shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

No Third-Party Beneficiaries: These Terms are intended for the sole benefit of you and Elice and are not intended to confer third-party beneficiary rights upon any other person or entity. No other person shall have any rights, interest, or claims under these Terms. (The only exception is that the arbitration agreement above may give certain rights to the parties' heirs and assigns as described by law, but otherwise, no external party is entitled to enforce these Terms.)

Relationship of Parties: You and Elice agree that no joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms or your use of the Services. You are participating on the platform as an independent individual (or independent institution, if applicable), and there is no legal association beyond the contractual relationship described herein.

Notices: Elice may provide notices or communications to you by email (to the address associated with your account), by physical mail, or by postings within the Services (for example, an announcement on our website or in your account dashboard). It is your responsibility to keep your contact information up-to-date. Notices sent by email will be deemed received 24 hours after the email is sent, unless we receive a bounce-back indicating the address is invalid. Notices posted on the platform are deemed received upon your next login or 24 hours after posting (whichever is sooner). If you need to give formal notice to us, you may do so by sending a letter, via postal mail or courier, to:

support-academy-us@elice.io

1730 Minor Ave, Suite 1050, Seattle, WA 98101

Headings: Section titles or headings in these Terms are for convenience only and have no legal or contractual effect. They do not limit or define the scope of any section.

Force Majeure: Elice will not be liable for any failure or delay in performance of its obligations (except payment obligations) under these Terms if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, acts of terrorism, strikes, embargoes, fires, pandemics, natural disasters, power or internet outages, or the failure of third-party service providers.

Contact and Customer Support: If you have any questions, concerns, or complaints regarding these Terms or the Services, or if you need technical support, you can contact Elice's customer support at support@elice.com or through the support portal on our website. We will do our best to respond to inquiries in a timely manner.

Acknowledgment: By using the Services, you acknowledge that you have read, understood, and agree to all the terms and conditions in these Terms of Use, and you agree to be legally bound by them. If you are a parent or guardian of a minor who uses our Services, you acknowledge and agree that you and the minor are both bound by these Terms.

Thank you for choosing Elice for your educational journey. We are excited to support your learning and growth, and we're committed to providing a safe and positive online academic environment.