Terms of Use

These Terms of Use were last updated on August 2, 2016.

1. Introduction

THESE TERMS OF USE ("TERMS") BIND YOU, THE COMPANY YOU REPRESENT, AND THE COMPANY THAT REGISTERED YOU (COLLECTIVELY "YOU") TO THE TERMS AND CONDITIONS SET FORTH HEREIN IN CONNECTION WITH YOUR USE OF Tuneupskills, INC.'S ("OUR", "WE", "US", OR "Tuneupskills") SOFTWARE, WEBSITE, MOBILE APPLICATIONS OR CONNECTED APPLICATIONS SUCH AS APPLE TV, SERVICES OR OTHER OFFERINGS ON OUR WEBSITE (COLLECTIVELY, OUR "SERVICES"). BY USING ANY OF THE Tuneupskills SERVICES OR CLICKING ON THE "SIGNUP" BUTTON, YOU AGREE TO BECOME BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ALL THESE TERMS, CLICK ON THE "X" BUTTON AND DO NOT USE THE Tuneupskills SERVICES. Tuneupskills'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER BY Tuneupskills, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Pre-arbitration clause:
IMPORTANT: BY AGREEING TO THESE TERMS YOU AGREE TO RESOLVE DISPUTES WITH Tuneupskills THROUGH BINDING ARBITRATION (AND WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 18.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Tuneupskills's Privacy Policy ("Privacy Policy"), and Instructor Terms & Conditions ("Instructor Terms").

Any version of these Terms of Use in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

2. Additional Agreements

Any personal information submitted in connection with Your use of the Services is subject to Our Privacy Policy, which is hereby incorporated by reference into these Terms.

Additionally, if You are an Instructor (as defined below), You are also subject to the Instructor Terms, which are hereby incorporated by reference into these Terms. If You are an Instructor, and there is a conflict between these Terms and the Instructor Terms, the Instructor Terms will govern.

3. General

Our Services enable students ("Students") to connect with independent contractor instructors (the "Instructors", collectively with Students, the "Users") who provide live and recorded instruction, tutoring, and learning services (the "Courses") via Our Services. The Services include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.

From time to time, We may update these Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Tuneupskills reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If We make any material change to these Terms, We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice through Our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of Our Services after changes become effective shall mean that You accept those changes. You should visit the Services regularly to ensure You are aware of the latest version of the Terms, as any revised Terms shall supersede all previous Terms.

Tuneupskills may modify the Services or discontinue their availability at any time.

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

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

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

All of Your use, access and other activities relating to the Services must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. Further, access to Our Services from territories where their contents are illegal is prohibited. Those who choose to access or use the Services from locations outside of the United States do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, e-mail, or privacy. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside. If You use the Services or Third Party Platforms (as defined in the next section) from countries outside of the United States You must agree to abide by all local rules regarding online conduct and acceptable content.

4. General Disclaimer

The Services are only a marketplace for Instructors and Students. We do not hire or employ Instructors nor are We responsible or liable for any interactions involved between the Instructors and the Students who purchase an Instructor's Course via the Services. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Students, including, but not limited to, any Student's reliance upon any information provided by an Instructor.

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

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

5. Conduct

You may only access the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Services. You agree not to use the Services or the Company Content (as defined below) to recruit, solicit, or contact in any form, Instructors or potential users for employment or contracting for a business not affiliated with Us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between You and any Instructors or other Users of the Services.

6. Specific Obligations of Instructors

Please see Instructor Terms.

7. Specific Obligations of Students

As a Student, You represent, warrant and covenant that:

  1. You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Services or registering for a Course.
  2. You are over the age of 18, or, if not, You will only use the Services with the involvement, supervision, and approval of a parent or legal guardian. Children under the age of 13 may not register for an Account or register or purchase Courses.
  3. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services.
  4. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information.
  5. You will not copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit any Company Content, the Services or Courses or Submitted Content except as permitted by these Terms or the relevant Instructor as applicable.
  6. You will not frame or embed the Services to circumvent the Services.
  7. You will not impersonate another person or gain unauthorized access to another person's Account.
  8. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services.
  9. You will not disclose any personal information to an Instructor, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information.
  10. You will not solicit personal information from any Instructor or other Student.

Students understand and agree that Instructors from whom Students may have purchased Course(s) may choose to terminate their Accounts with Tuneupskills and become inactive. Tuneupskills does not guarantee Instructor availability to Students and shall not be held liable for any issues relating to Instructor availability.

8. Registration

To use certain Services, You will need to register and obtain an account and password. When You register, the information You provide to Us during the registration process will help Us in offering content, customer service, network management and other services. You are solely responsible for maintaining the confidentiality of Your account, UserName, and password (collectively, Your "Account") and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify Us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Services. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying Us of unauthorized access to Your Account.

You may not transfer Your Account to any other person and You may not use anyone else's Account at any time without the permission of the Account holder. In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (i) the online conduct of such Student; (ii) controlling that Student's access to and use of the Services; and (iii) the consequences of any misuse.

9. Content, Licenses & Permissions

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

Tuneupskills hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Services. All other uses are expressly prohibited absent Our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to You. Instructors may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.

Notwithstanding the foregoing, We reserve the right to revoke this license to access and use Submitted Content and Company Content granted to You as described above, as further detailed in section 15 below.

Tuneupskills RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, Tuneupskills DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND Tuneupskills SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SERVICES OR THROUGH THE SERVICES IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to Tuneupskills in accordance with the procedures that We maintain under Our Intellectual Property Policy.

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

You may decide to send us unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, "User Ideas"). You must not transmit any User Ideas to or through the Services or Third Party Platforms, or to Us through e-mail, that You consider to be confidential or proprietary. You agree that We shall not be required to treat any User Ideas as being confidential or proprietary. You are responsible and liable for any User Ideas You submit. You agree that by submitting User Ideas to Us, including any concepts, know-how or ideas, You hereby grant Us a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the User Ideas in connection with the Services, and for Tuneupskills's (and its successor's) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to You or others. We are under no obligation to evaluate, review, or use any User Idea.

10. Pricing, Payment & Taxes

1. Pricing.

Pricing of Tuneupskills Courses is determined in accordance with the terms set forth in Our Instructor Terms. If You are a Student, You agree to pay the fees for Courses that You purchase, and hereby authorize Us to charge Your credit card for such fees. If Your credit card is declined, You agree to pay Us the fees within thirty (30) days of notification from Us, and pay (at Our discretion) a late payment charge of 1.5% per month, or the maximum permitted by law, whichever is greater.

2. Payment.

All payments are made to Tuneupskills, Inc.

European Union Users. By purchasing Courses (e.g. clicking or tapping the relevant purchase button), You are confirming that You want the Course immediately credited to Your Account and that by doing so You are hereby waiving any and all cancellation rights under applicable laws, including but not limited to the EU Consumer Rights Directive (2011/83/EU) and/or any national laws implementing it. Notwithstanding the foregoing, You will still be eligible for the 30 day refund right as set forth in this section 10. For avoidance of any doubt, refunds to You shall be applicable only in accordance with our refund policy described in this section 10.

3. Taxes.

European Union. In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, Tuneupskills will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Tuneupskills may at its own discretion increase the Sale Price where Tuneupskills is of the view that VAT may be due and Tuneupskills will have a liability to account for such. You will indemnify and hold Tuneupskills harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All Other Countries. For sales of any Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in Your own location). Tuneupskills is unable to provide You with tax advice and You should consult Your own tax advisor.

4. Rounding Off.

Tuneupskills may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit in which the Sale Currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Tuneupskills will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

Some currencies are denominated in large numbers. In those cases, Tuneupskills may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Tuneupskills to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

5. Foreign Currency.

When browsing without logging in to Your Account, the Services will default the Sale Currency to the currency used in Your current geographic location. When you are logged in to Your Account, the Sale Currency will be based on Your geographic location as set upon Account signup. You cannot change Your displayed currency.

Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.

6. Refunds.

Tuneupskills offers Students a thirty (30)-day, no-questions- asked money back guarantee on Courses that are purchased on the Tuneupskills website (at www.tuneupskills.com) or via Android applications. Any Courses purchased through Third Party Platforms or the iOS application will not be eligible for refunds. If You, as a Student, are unhappy with such a Course and request a refund within thirty (30) days of the date that You paid for access to that Course, We will provide You with a full refund of the amount You paid. To request a refund, please contact Us via support@tuneupskills.com. Please note that if We believe that You are abusing Our refund policy in Our sole discretion, We reserve the right to suspend or terminate Your Account and refuse or restrict any and all current or future use of the Services, without any liability to You.

If you are an Instructor, you acknowledge and agree that Students have the right to receive a refund as set forth in this section. See Instructor Terms for additional information on refunds.

11. Trademarks

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

12. Warranty Disclaimer

THE SERVICES, COMPANY CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Tuneupskills AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Tuneupskills AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF Tuneupskills OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.

13. Limitation of Liability

NEITHER Tuneupskills NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES AND/OR MATERIALS, INCLUDING ANY MATERIALS AVAILABLE THROUGH ANY THIRD PARTY PLATFORM, SUBMISSIONS, ANY LINKED WEBSITES OR ANY CODE, PRODUCT OR SERVICE PURCHASED, ACCESSIBLE OR USABLE THROUGH THE SERVICES OR ANY THIRD PARTY PLATFORM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, MATERIALS, INCLUDING ANY PRODUCTS OR SERVICES AVAILABLE THROUGH ANY THIRD PARTY PLATFORM, SUBMISSIONS OR ANY LINKED WEBSITES IS TO STOP USING THE SERVICES, MATERIALS, SUBMISSIONS, PRODUCTS, OR LINKED WEBSITES, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO Tuneupskills FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO Tuneupskills IN THE PRECEDING TWELVE (12) MONTHS, IF ANY, TO ACCESS OR USE THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND Tuneupskills OR A REPRESENTATIVE OF Tuneupskills CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER OR CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THE TERMS. MULTIPLE CLAIMS WILL NOT INCREASE THE MONETARY DAMAGES LIMIT STATED HEREIN. YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS OF USE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Inaccuracies. A possibility exists that the Services provided on any Third Party Platform could include inaccuracies or errors, or information or materials that violate these Terms. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Services available on any Third Party Platform. Although Tuneupskills attempts to ensure the integrity of the Services on Third Party Platforms, we make no guarantees as to the Services' completeness or correctness. In the event that a situation arises in which the Services' completeness or correctness is in question, please submit a request to privacy@tuneupskills.com (with the subject line "Inaccuracies in Services on Third Party Platform Name") with, if possible, a description of the Services to be checked and the location (URL) where such Services can be found on Our Services or Third Party Platform at issue, as well as information sufficient to enable Us to contact You. We will try to address Your concerns as soon as reasonably practicable. For copyright infringement claims, see our Intellectual Property Policy.

System Outages. Tuneupskills periodically schedules system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Tuneupskills has no responsibility and is not liable for: (a) the unavailability of the Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.

14. Indemnification

You hereby indemnify, defend and hold harmless Tuneupskills, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 14, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.

Notice for California Users. Under California Civil Code Section 1789.3, California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Statute of Limitations. Any claim or cause of action arising out of or related to use of the Services, the Terms, or any services or information available through Third Party Platforms, must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1-year period, such claim or cause of action are forever barred.

15. Termination

Tuneupskills reserves the right to terminate, suspend, modify, or delete, at Our sole discretion, any (a) Submitted Content, Company Content, Courses, or any Service; and (b) Your access to Our Services or Your Account, as follows:

  1. If You breach or violate any of these Terms or any of Our applicable policies, as posted on Our Services from time to time, Tuneupskills may take action immediately without prior notice to You. If We take action pursuant to this section, We shall not have any liability to You for any Course(s) You may have purchased nor for any other use of Our Services associated with Your Account. For avoidance of any doubt, You understand and agree that You will not be compensated nor be eligible for any refund under any circumstances for any such access lost to Our Services, including without limitation to Course(s) You may have purchased;
  2. We may also take action for any reason or no reason, in which case We will provide prior notice to You. If We take action pursuant to this section, (a) if You are a Student We will refund You for any access lost to Course(s) that You may have purchased during the three (3) months period prior to such termination, all in accordance with and subject to the terms of Our refund policy set forth herein; and (b) If You are an Instructor, any such termination will also terminate Your right to offer Your Course(s) through Our Services, and Tuneupskills will pay all outstanding amounts owing to You up to termination date. Please note that Students who purchased your Course will retain access to the Course so long as Tuneupskills deems necessary.

You may terminate Your use of the Services at any time, either by ceasing to access them, or by deleting Your Account, by following the steps set forth in Our Privacy Policy and subject to the terms therein. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Services and Content. Any accrued rights to payment and Sections 4, 5, 11-16 and all representations and warranties shall survive termination.

16. Electronic Notices

By using Our Services or communicating with Tuneupskills, You agree that Tuneupskills may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Services or these Terms. If Tuneupskills learns of a security system's breach, Tuneupskills may attempt to notify You electronically by posting a notice through the Services or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw Your consent from receiving electronic notice), please write to Tuneupskills at support@tuneupskills.com. Notice will be deemed given twenty-four hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, Tuneupskills may give You legal notice by mail to a postal address, if provided by You through Your use any of the Services. In such case, notice will be deemed given three days after the date of mailing.

17. Miscellaneous

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

Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Tuneupskills to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.

No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Tuneupskills nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.

Governing Laws. These Terms and Your use of the Services shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the State of California.

18. Agreement to Arbitrate and Class Action Waiver

THIS SECTION ONLY APPLIES TO USERS IN THE US AND CANADA.

Before bringing a formal legal case, please first try contacting our support team at support@tuneupskills.com. Most disputes can be resolved that way.

We Both Agree to Arbitrate. If we can't resolve our dispute amicably, You and Tuneupskills agree to resolve any claims relating to these Terms, or any of Our other terms posted on Our Services from time to time, through final and binding arbitration. This applies to all kinds of claims under any legal theory.

Either of Us can bring a claim in small claims court either in San Francisco, California, or the county where You live, or some other place we both agree on, if it qualifies to be brought in that court.

In addition, if You or Tuneupskills brings a claim in court that should be arbitrated or any of Us refuses to arbitrate a claim that should be arbitrated, the other of Us can ask a court to force Us to go to arbitration to resolve the claim (i.e., compel arbitration). You or Tuneupskills may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

No Class Actions. We all agree that we can only bring a claim against each other on an individual basis. That means: (a) neither You nor Tuneupskills can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action; (b) an arbitrator cannot combine more than one person's claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding (unless we both agree to change this); (c) an arbitrator's decision or award in one person's case can only impact the person who brought the claim, not other Users, and cannot be used to decide other disputes with other Users. If a court decides that this subsection on "No Class Actions" is not enforceable or valid, then the entire Section 18 (Agreement to Arbitrate and Class Action Waiver) will be null and void, but, the rest of the Terms will still apply.

The Arbitration Process. Any disputes between You and Tuneupskills relating to the Services that involve a claim of less than US$10,000 must be resolved exclusively through binding non-appearance- based arbitration. A party electing arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. In addition, You and Tuneupskills agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any disputes between You and Tuneupskills relating to the Services that involve a claim of less than US$10,000 must be resolved in accordance with the AAA's rules about whether the arbitration hearing has to be in-person.

Jurisdiction for Legal Disputes Not Subject to Arbitration. If the Agreement to Arbitrate is determined to be invalid or unenforceable or for any disputes that do not qualify for arbitration, the dispute shall be subject to the exclusive jurisdiction of the Federal and State courts located in San Francisco, California. You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

Changes. Notwithstanding the provisions of the modification-related provisions above, if Tuneupskills changes this "Agreement to Arbitrate and Class Action Waiver" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Tuneupskills written notice of such rejection by mail or hand delivery to: Tuneupskills, Inc. Attn: Legal, 600 Harrison Street, 3rd Floor, San Francisco, CA 94107, or by email from the email address associated with your Account to: privacy@tuneupskills.com, within 30 days of the date such change became effective, as indicated by the "last updated on" language above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Agreement to Arbitrate and Class Action Waiver" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Tuneupskills in accordance with the provisions of this "Agreement to Arbitrate and Class Action Waiver" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

Privacy Policy

This Privacy Policy was last updated on August 2, 2016.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Tuneupskills's Terms of Use.

Any version of this Privacy Policy in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

You are contracting with Tuneupskills, Inc. a Delaware corporation located in San Francisco, California, United States of America ("Tuneupskills", "We", "Us", or "Our"). Tuneupskills respects Your rights regarding Your privacy and personal information, and We provide this Privacy Policy ("Privacy Policy") to help You understand how We collect, use, share, store and disclose information We obtain from or about You when You use the Services. This Privacy Policy applies to Your use of the Services. As used herein the term "use" shall mean use, access, install, sign into, connect with, download, visit or browse the Services. Additionally, any information relating to taking Courses, including, without limitation, interchanges with the Course instructors, other Students, answers, essays and other items submitted to satisfy the Course requirements, is referred to as "Course Information." Tuneupskills allows You to enroll in and take online Courses on a variety of topics which are taught by Instructors where, among other things, You will see reviews for Courses by other Students of the Course.

This Privacy Policy also describes the choices available to You regarding the use of, Your access to and how to update and correct Your personal information.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Tuneupskills, AND BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. You should review this Privacy Policy in conjunction with Our Terms of Use and any other agreement or policy provided by Us that governs Your use of the Services.

You should not use the Services if You do not agree with this Privacy Policy, Our Terms of Use and any other agreement or policy that governs Your use of the Services.

Table of Contents

  1. The Scope of this Privacy Policy and the Covered Sites
  2. Our Policy Concerning Children
  3. The Types of Information We may Collect
  4. Payment Information
  5. Technical & Usage Information We Collect Through Automated Means
  6. Our Use of Cookies, Web Beacons and Automated Information Collection
  7. How We Use the Information We Collect
  8. When and How We Share/Disclose Your Information with Third Parties
  9. How Do We Keep Your Information Secure
  10. Your Choices Regarding the Use of Your Information
  11. How We Respond to Do-Not-Track Signals
  12. How Do You Access & Update Your Information
  13. How to Delete Your Account and what Happens when Your Account is Terminated or Deleted
  14. Modifications to this Privacy Policy
  15. International Operations: A Note to Users Outside of the U.S. and the EU
  16. Your California Privacy Rights
  17. Questions

1. The Scope of this Privacy Policy and the Covered Sites

This Privacy Policy is applicable worldwide and applies to Our Services where We provide a link to this Privacy Policy, unless otherwise stated or unless We provide a link to a different policy. All Services will contain a prominent link to this Privacy Policy on or near the homepage of Our site or through a pop-up window on any mobile and/or other Internet connected devices ("Wireless Devices") where possible.

This Privacy Policy applies to information that We collect online through use of the Services.

The Services may contain links to Third Party Platforms. If You use Our Services on or through a Third Party Platform, including via any Wireless Devices, Your privacy will also be subject to the privacy policies and terms of service of the Third Party Platform.

We do not control and are not responsible for the terms of service, privacy policies and/or practices of any Third Party Platform You may use to access the Services, and You should review the policies and agreements of such Third Party Platforms carefully.

2. Our Policy Concerning Children

We recognize the privacy interests of children and We encourage parents and guardians to take an active role in their children's online activities and interests. We do not knowingly collect personal information from children under 13. Children under the age of 13 should not use or attempt to use our Websites or Services and if you are under 13, please do not attempt to use our Services or send any information about yourself to Tuneupskills. If We learn that We have collected personal information from a child under 13, We will delete such information.

Parents who believe that Tuneupskills might have any information from or about a child under the age of 13 may submit a request to privacy@tuneupskills.com and request that the information be removed.

3. The Type of Information We May Collect

Tuneupskills does not currently retain credit card numbers internally. We partner with payment providers such as PayPal and others. All direct payment gateways like Paypal, adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of credit card information.

Tuneupskills may collect different information from or about You depending on the manner in which You use the Services. The following examples are provided to help You better understand the information We may collect through Your use of the Services:

1. Information Received Through Your Third Party Platform Account

When You use Our Services through a Third Party Platform, such as Facebook, You allow Us to access and/or collect certain information from Your Third Party Platform profile/account (such as Your Facebook or Google account) as permitted by the terms of Your agreement and Your privacy settings with the Third Party Platform. The information You allow Us to access and collect varies depending on the site or service You use, as well as the terms of the Third Party Platform and Your privacy setting thereon. By way of example only, We may access and/or collect some or all of the following information from Your Third Party Platform account when You register or use the Services on or through a Third Party Platform:

  • Your full name
  • Your profile picture or its URL
  • Your User ID number, which is linked to publically available information such as Your name and profile photo
  • The login e-mail address
  • Your physical location and that of Your access devices, including any Wireless Device
  • Your gender
  • Your birthday

(collectively "Third Party Platform Information")

By using Our Services through a Third Party Platform, You are authorizing Tuneupskills to collect, store and use Your Third Party Platform Information in accordance with this Privacy Policy and as allowed by the terms of the Third Party Platform and Your privacy settings with the Third Party Platform. You may choose not to allow the Third Party Platform to provide Us with certain information about You, but You might not be able to use certain features of Our Services.

Additionally, You may be able to select a username ("UserName"). Please note, Your UserName will be publically viewable by others who have access to the Services, and in some instances may be viewable to others who have not signed up to use the Services. We are not responsible for Your UserName and the manner in which it may be used by third parties.

When You sign up to use the Services, We may assign You a unique identifying number ("ID Number) which may be publicly displayed to other Users.

2. Information Received Through Your Wireless Device: Push Notifications

If You use the Services on or through a Wireless Device, We may, in accordance with the terms of any applicable agreement with the Wireless Device carrier (and as allowed by Your privacy settings) collect certain information such as Your unique device identifier (a number automatically assigned to Your mobile or wireless device), device type, operating system version and information You may choose to provide or share, such as Your e-mail address (collectively "Mobile Information").

We do not ask for, access or track any precise location-based information from Your Wireless Device.

We may send push notifications to Your mobile device to provide updates and other relevant messages. You can manage push notifications from the "options" or "settings" page for the mobile application. To ensure You receive proper notifications, We will need to collect certain information about Your device such as operating system and User identification information.

We use mobile analytics software to allow Us to better understand the functionality of our Services on Your phone. This software may record information such as how often You use the application, the events that occur within the application, aggregated usage, performance data, and where the application was downloaded from. We do not link the information We store within the analytics software to any personally identifiable information You submit within the mobile application.

3. Information You Provide To Us Directly

When You sign up for the Services (including through a Third Party Platform) We will collect any information You provide to Us directly such as the following:

Registration Information: In order to use certain features of the Services, such as purchasing or registering for a Course, You are required to register for an Account, and in that case, We will collect and store any registration You share with Us, such as Your date of birth, age, e-mail address, password and other information (or if You are enrolling in our Tuneupskills for Business program, Your company's name, e-mail address as well as telephone and address information) that helps Us to confirm Your access to Your Account and understand more about who You are ("Registration Information").

Profile Information: For some Services, You may also have the option of providing additional information about Yourself ("Profile Information") to create a User profile ("Profile") that will be publically viewable by others. You should exercise care and caution in creating Your Profile as Your Profile, including Your Profile Information, will be publically viewable to others. Tuneupskills is not responsible for the information You supply in Your Profile/and or the manner in which it is used by others.

Public Posting / Shared Content: Some of the Services may allow You to interact with other Users and/or post, share, communicate or otherwise transmit content publicly, such as by posting comments in a Course page, sending messages to or chatting with other Users or posting photos (collectively "Shared Content" or "Public Posting"). We may collect and store archives of such Public Posting on Tuneupskills's servers and all Public Postings are subject to this Privacy Policy and may be used or disclosed pursuant to the terms of this Privacy Policy and the Terms of Use, including but not limited to protecting the safety and well being of members of the public, minors, Users, our employees and our Services.

You hereby grant Tuneupskills a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content and Shared Content.

You hereby consent to Tuneupskills providing Registration Information and/or Profile Information to Instructors as part of the Course Information when You enroll in a Course. Instructors may have other uses for Course Information. It is Your responsibility when You enroll in a Course to confirm what uses the Instructor will make of Your Profile and Registration Information. Tuneupskills does not control these uses and is therefore not liable for the uses by Instructors.

4. Payment Information

If You make any purchases through our Services, such as Courses, We may collect certain information regarding Your purchase (such as Your name and zip code) as necessary to process Your order, and You will be required to provide certain payment and billing information directly to our payment processing partners, including but not limited to Your name, credit card information, billing address and zip code. We do not directly access, store or collect Your credit card information, and We will not use the payment information We collect except as needed to fulfill Your purchase and/or communicate with You regarding Your transaction.

Communications, Support Requests, Potential Abuse: If You contact Us for assistance, or to report a problem, concern, potential abuse or other issues regarding the Services or Users, We may collect and store Your contact information, communication, and/or other information about You, including but not limited to Your name, e-mail address, location, operating system, IP address or activity, and We reserve the right to conduct further research and obtain further information as necessary. We will use the information to respond to You, research Your request/communication, all in accordance with the provisions of this Privacy Policy.

Sweepstakes, promotions, and Surveys: From time to time, We may ask You to complete a survey and/or offer You the opportunity to participate in promotions via the Services or through a Third Party Platform. If You choose to participate in a promotion, We will collect and store the information You provide in connection with Your participation in the promotion, such as Your name, e-mail address, date of birth, phone number and whatever other information You will provide, and We will use and/or disclose that information in accordance with this Privacy Policy unless stated otherwise, such as in the official rules (or other guidelines) of the promotion or as stated in another privacy policy that may govern the promotion. All of Our promotions are intended for people who are the age of majority in their respective state, province or country unless otherwise expressly stated. In all cases where required, promotions will have official rules or guidelines that outline what information is being collected or Users will be directed to the most recent version of this Privacy Policy. In some cases, the information collected will be used only to administer the promotion; in other cases, the information collected will be used for Tuneupskills's or the sponsor's marketing purposes. Your information may be used to contact You for winner notification, prize delivery confirmation or other related purposes and/or in accordance with this Privacy Policy. Your entry in the promotion may also result in Your being added to our mailing lists as well as those of our promotional partners associated with the contest or sweepstakes. Acceptance of a prize may require You (unless prohibited by law) to allow Us to post publicly some of Your information via our Services, such as on a winner's page, in the event You win a contest or sweepstakes. In some instances, a third-party advertiser or sponsor may operate or host a promotion on our through our Services, and collect Your information. In those cases, where We are not the sponsor or operator of the promotion, We have no control over the information collected and You should review the official rules as well as the advertiser's or the sponsor's privacy policy applicable to the promotion before participating.

5. Technical & Usage Information We Collect Through Automated Means

When You access the Services, including browsing Our Course catalog, Our servers record and We collect certain information by automated means. This information may include without limitation: (a) technical information about Your computer or Wireless Device, such as Your IP address, operating system type, device ID, browser, domain and other systems information as further explained in this Privacy Policy; and (b) usage statistics about Your interaction with the Services, including Courses accessed, pages visited, portions of the Services used, and other information regarding Your use of the Services.

This technical information and usage data, some of which may be linked to Your ID Number, is collected through the use of server log files and tracking technologies, including: (i) cookies, which are small files that websites send to Your computer or Wireless Device to uniquely identify Your browser or mobile device or to store information in Your browser setting; and (ii) web beacons, which are small objects that allow Us to measure the actions of visitors using the Services. For more detailed information regarding how We use cookies and other technology, please review the additional information in this Privacy Policy under the Section entitled "Our Use of Cookies, Web Beacons, and Automated Information Collection."

Our servers do not record or recognize names or e-mail addresses of the User, unless the User registers for an Account or provides such information to Us in some other way, such as via a transaction or Submitted Content. The technical information We obtain is collected, used, and stored as aggregated information ("Aggregate Information") which may be used and shared for a number of purposes, including to improve the quality of our Services; evaluate the effectiveness and popularity of certain Services; track User's movements and learning habits; analyze broad demographic trends; verify compliance with our product license agreements; and improve User experience; and as further set forth in this Privacy Policy. We also use non-aggregated data as described in this Policy. We may use and share with third parties Technical Information (defined in section 6 below) or Aggregate Information to show general demographic and preference information among Users. Our collection, use, and disclosure of anonymous and/or Aggregate Information is not subject to any of the restrictions in this Privacy Policy.

6. Our Use of Cookies, Web Beacons, and Automated Information Collection

Like many websites and app providers, Tuneupskills (and/or service providers acting on Our behalf, such as Google Analytics and/or our third party advertisers) uses server log files and automated data collection tools, such as cookies, tags, scripts and web beacons (collectively, "Data Collection Tools") when You access and use our Services. In some cases, We tie the information gathered by these means to our customers' personally identifiable information. These Data Collection Tools automatically track and collect certain technical information that Your browser sends when You use our Services such as Your IP addresses, browser types, browser language, referring and exit pages, URLs, platform type, the number of clicks, domain names, landing pages, clickstream data, pages viewed and the order of those pages, the amount of time spent on particular pages, and the date and time of activity using our Services, and other similar information (collectively "Technical Information"). In some cases, We will associate this Technical Information with Your ID Number for Our internal use. By using Our Services, You consent to Our use of cookies, web beacons and Data Collection Tools.

We use cookies for a variety of reasons, including to: (i) analyze the usage of our Services; (ii) provide a more personalized experience; (iII) allow You to more easily login to use our Services; (iv) help make Your use of Our Services more efficient and more valuable by providing You with a customized experience and recognizing You when You return.

We may also employ web beacons or other technology for a variety of reasons such as: (i) allowing Us to know if a certain page was visited or whether an e-mail was opened; (ii) allowing Us to advertise more efficiently by excluding our current Users from certain promotional messages or identifying the source of a new installation.

You can set Your web browser to warn You about attempts to place cookies on Your computer, limit the type of cookies You allow or refuse cookies altogether; however, You may not be able to use some or all of the features of the Services if You refuse/disable cookies.

Please note that third parties partners/providers, such as companies delivering advertisements regarding the Services, may also use cookies or other technologies, and those practices and providers are subject to their own policies. Third parties with whom We partner to provide certain features on Our site may use Local Storage Objects (LSOs) to collect and store information.

Tuneupskills uses the following types of cookies:

Preferences. We use preferences cookies to remember information about Your browser and how you prefer to use Our Service, i.e. to remember Your preferred settings that affect the experience of how Our Services look to You or behave when You access and/or use them, such as Your preferred language. Preference cookies make Your experience of interacting with Our Services more functional and customized to suit Your preferences.

Security. We use security cookies to enable You to log-in and access Our Service, to protect Your Account against fraudulent log-ins by others, and help detect, fight, and protect against abuse or unauthorised usage of Your Account.

Functional. We use functional cookies to make the experience of using Our Services better, like remembering the volume You like your videos to play at.

Session State. We use session cookies to collect information about how You interact with Our Service, to help Us improve Our Services We provide You as well as improve Your browsing experience. We also use session cookies to remember Your log-in details and to be able to process Your purchases of Courses. These are deemed strictly necessary to the working of the Services. If these are disabled, then various functionalities of our Services will be broken.

Analytics. We use analytics cookies, such as Google Analytics, to better understand how Our Services are being used in order to improve User experience. Such User data generated is all anonymous and not linked to personally identifiable information.

7. How We Use the Information We Collect

Tuneupskills may use the information We collect through Your use of the Services for a variety of purposes, primarily related to providing and improving the quality of our Services. For example, We may use the information We collect in the following ways:

  • Providing, administering, and facilitating Your use of the Services, including the display of customized content and/or targeted advertising;
  • Notifying You of Courses, new Services, features, promotions, enhancements, and updates, including updates to the Services, Terms of Use, and Privacy Policy;
  • Marketing our products and/or services to You, including sending You offers, promotions information, newsletters, email campaigns, and communications regarding new, improved or existing products, contests and/or sweepstakes;
  • Resolving site problems; handling or responding to customer support questions and issues;
  • Processing or fulfilling Your request(s) and/or order(s) for Courses, products, services, information or features;
  • Enabling User-to- User communication and interaction and soliciting input and feedback to improve User experience;
  • Managing Your Account preferences, establishing Your Profile and Registration Information;
  • Monitoring the technical functioning of the Services and network;
  • Developing new and/or improved, products, services or offerings;
  • Providing You with news and newsletters;
  • To create, review, analyze and share Aggregate Information;
  • Identifying, researching, and protecting against any actual, potential or threatened misuse, unauthorized use, or unwanted use of any of the Services, including but not limited to researching any claims made by or about other Users and/or about the Services, and such efforts of which may include information provided from third-party sources;
  • Third party hosting of the Services;
  • Analyzing trends and User traffic;
  • Marketing, processing or fulfillment of promotions administered or sponsored by Tuneupskills;
  • Resolving disputes;
  • Troubleshooting errors or issues with any of the Services;
  • Tracking purchases and usage information;
  • Communicating with You concerning Your Account;
  • Asking You to participate in surveys about Our Services; or

as We, in Our sole discretion, otherwise determine to be necessary or required to ensure the safety and/or integrity of Our Users, employees, third parties, members of the public, and/or our Services. We also use Your personal information to link or combine User information with other personal information.

If You have provided Your email address to Tuneupskills, We will use it for such things as: (i) responding to customer support inquiries; (ii) keeping You informed of Your Course activity, including comments from Instructors, notifications about in-Course status; (iii) updating You on new Courses, product updates, as well as rewards programs; and (iv) in accordance with all of manners set forth in this Privacy Policy.

8. When and How We May Share/Disclose Your Information with Third Parties

We will only share Your information (including personal information) with the following third parties or under the following circumstances or as otherwise described in this Privacy Policy:

1. Safety, Security, Cooperation with Law Enforcement, & Compliance with Legal Obligations
We may disclose Your information to third parties, including Your personal information, if We, in our sole discretion, have a good faith belief that disclosure is: (1) permitted or required by law; (2) requested in connection with or relevant to a judicial, governmental or legal inquiry, investigation, order, or proceeding; (3) required or reasonably necessary pursuant to a valid subpoena, warrant or other legally valid inquiry or request; (4) reasonably necessary to enforce Our Terms of Use, this Privacy Policy, or any other legal agreements; (5) required to detect, prevent, or otherwise address fraud, abuse, misuse, potential violations of law (or rule/regulation), and/or security or technical issues; or (6) required or reasonably necessary to protect against imminent harm to the rights, property or safety of Tuneupskills, Our Users, employees, any minors, members of the public and/or our Services. We may also disclose information about You to Our auditors or legal advisors in conjunction with accessing Our disclosure obligations and/or rights under this Policy.

2. Third Party Business Partners, Service Providers, Contractors or Agents
We may share Your information with third party companies that perform services on Our behalf, including payment processing, order fulfillment, data analysis, marketing services, e-mail campaigns, hosting services, and customer service. While providing the services for Us, these companies may access Your personal information, and are required to use it solely as directed by Us for the purpose of Our requested service. We may also share Your information with third party companies that we partner with to provide certain services to You in connection with the Services, including but not limited to Estacio, Benesse or other similar partners.

3. Business Transfers, Sales, Mergers, or Divestitures
In the event that Tuneupskills undergoes a business transition, such as a merger, acquisition, corporate divestiture or dissolution (including bankruptcy), or a sale of all or a portion of its assets, We may share, disclose or transfer all of Your information, including personal information, to the successor organization in such transition.

4. Promotions
We may share Your information in connection with any promotion You enter on or through the Services, as necessary to administer, market, sponsor, or fulfill the promotion or as required by applicable laws, rules or regulations (for example, to provide winners' lists or make required filings as appropriate) or in accordance with the applicable rules of the promotion/sweepstakes You enter.

5. With Your Permission
Additionally, if You opt-in or otherwise agree to have Your information shared with a third party for marketing purposes, We will share Your information with the third party (or third parties) in which case the third party's use of Your information is subject to the third party's own privacy policy.

6. Advertising of Third Party Products/Services
While we do not currently offer advertising on the Services, if we do offer advertising in the future, we may use and share with third party advertisers (and other third parties) certain Technical Information and/or Aggregate Information to show general demographic and preference information among our Users. We may also allow advertisers to collect Technical Information or Aggregate Information, which they may share with Us, through the use of tracking technologies like cookies and web beacons. The information collected may be used to offer You targeted ad-selection and delivery in order to personalize Your User experience by increasing the likelihood that advertisements for products and services You see will appeal to You, a practice known as behavioral advertising, and to undertake web analytics (i.e. to analyze traffic and other end User activity to improve Your experience).

7. Social Media Features
Our Web site may include social media features, such as the Facebook Like button. These features may collect Your IP address, which page You are visiting when using Our Services, and may set a cookie to enable the feature to function properly. Social media features are either hosted by a third party or hosted directly through the use of Our Services. Your interactions with these features are governed by the privacy policy of the company providing it.

9. How Do We Keep Your Information Secure?

Tuneupskills takes commercially reasonable security measures to protect against unauthorized access to, or unauthorized alteration, disclosure or destruction of, sensitive data that You share and We collect and store. These security measures may include practices such as keeping Your sensitive data on a secured server behind a firewall, transmitting sensitive information (such as a credit card number) entered on Our Services using secure socket layer technology (SSL), internal reviews of Our data collection practices and platforms, as well as physical security measures to guard against unauthorized access to systems where We store Your information. Unfortunately, however, no system can be 100% secured, and We cannot guarantee that communications between You and Tuneupskills, the Services, or any information provided to Us in connection with the information We collect through the Services will be free from unauthorized access by third parties. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of User information at any time. Your password is an important component of Our security system. As such, it is Your responsibility to protect it. Do not share Your password with any third parties. If Your password has been compromised for any reason, You should change it immediately and contact support@tuneupskills.com with any concerns.

10. Your Choices Regarding The Use of Your Information

As discussed, You can always choose not to provide certain information to Us but You may not be able to use certain features of the Services. If You do not wish to receive promotional communications from Us, You can opt- out by: (i) following the unsubscribe instructions provided in the promotional communication You receive; or (ii) managing Your e-mail preferences by signing into Your Account on the Tuneupskills.com site, clicking on the Account Settings link in under Your Profile button in the site header, and navigating to the Notifications tab.

Please note that despite Your opt-out choice or indicated email preferences, We will still send You administrative messages regarding the Services, including, for example, administrative confirmations, order confirmation, important updates regarding the Services, and notices regarding our policies.

11. How We Respond to Do-Not-Track Signals

Because consumers are often unaware that their do-not- track beacons are active, do-not-track does not frequently reflect the actual preferences of Our Users. Accordingly, Tuneupskills does not respond to the federal do-not- track signal. If You would like to receive no promotional communication from Tuneupskills, You are free to follow the procedure described in the previous section to unsubscribe.

12. How to Access & Update Your Information

You may access and update Your information that Tuneupskills collects and maintains in the following ways:

1. Information We Receive from a Third Party Platform or Wireless Device
To manage the information Tuneupskills receives about You from a Third Party Platform or Wireless Device, please follow the instructions provided by the Third Party Platform or Wireless Device provider for updating Your information and changing Your privacy settings. Once Tuneupskills receives Your information from a Third Party Platform or Wireless Device, that information is stored and used by Tuneupskills in accordance with this Privacy Policy.

2. Information We Receive Directly from You
You may update the information You provide directly to Tuneupskills by logging into Your Account and updating Your Account information.

3. Right of Access to Your Information
You may also submit any requests for access to Your personal data to privacy@tuneupskills.com or in writing to Attn Privacy/Legal Tuneupskills, Inc. 600 Harrison Street, 3rd Floor, San Francisco, CA 94107. Please allow up to thirty (30) days for a response.

13. How to Delete Your Account and what Happens when Your Account is Terminated or Deleted

1. Deactivating Your Account

Should You require any assistance or encounter any difficulty in deleting Your Account You may also contact Us via email at support@tuneupskills.com, and We will make commercially reasonable efforts to respond to Your request within 24 hours.

2. Account Terminated or Deleted
Please be aware that even after Your Account is terminated or deleted some or all of Your information may still remain visible to others, including but not limited to any information that has been: (a) incorporated into others User's content, comments, postings, submissions, including but not limited to Course comments ; (b) copied, stored or disseminated by other Users; (c) shared or disseminated by You or others such as in a Public Posting; or (4) posted on a Third Party Platform. A request to delete and/or termination of Your Account will not result in the removal of information collected and already put in aggregate form or information that cannot, in Our sole discretion, be removed without undue burden to Tuneupskills. Tuneupskills is not able and/or obligated to remove any of Your information from a Third Party Platform.

Moreover, please be aware that even after You delete Your Account or Your Account is terminated, Your information, is not deleted in its entirety from Our servers and may not be deleted from servers of the Third Party Platform You use to access Our Services. We may retain backup copies of Your information, including personal information on Our servers or databases (and/or any authorized third party servers or databases We use) to assist with any legal obligations, resolve disputes, and enforce Our agreements. Such information may be disclosed pursuant to this Privacy Policy regardless of whether Your Account is deleted or terminated. We will retain Your information for as long as it serves a reasonably useful commercial purpose. Moreover, any Third Party Platform that You use to access the Services may also retain backup copies of Your information even after Your Account is deleted or terminated which may be used and/or disclosed in accordance with their privacy policy.

14. Modifications to this Privacy Policy

From time to time, We may update this Privacy Policy to clarify our practices or to reflect new or different privacy practices, such as when We add new features, and Tuneupskills reserves the right to modify and/or make changes to this Privacy Policy at any time. If We make any material change We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise.

Any notifications regarding changes that have been posted on Our site may be removed after 30 days. If You have not used the Services within 30 days, please consult the top of this Privacy Policy to determine when this Privacy Policy was last revised as there may be changes that have occurred since Your last visit.

If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Privacy Policy as changed. The revised Privacy Policy supersedes all previous Privacy Policies. For this reason, We encourage You to review this Privacy Policy any time You use the Services, and recommend that You print out a copy for Your records. Upon Our request, You agree to accept or sign a non-electronic version of this Privacy Policy and any other policies or agreements set forth or available through any Third Party Platform.

15. International Operations: A Note to Users Outside Of The U.S. and the EU

Tuneupskills stores information about visitors to Our Services and Users on servers located in the United States. If You are using the Services from outside the United States and the European Union, please know the data and personal information You submit will be transferred to and stored in servers in the United States or other countries. The data protection and other laws of the United States and/or other countries might not be as comprehensive as those in Your country. By submitting Your data and/or using Our Services, You consent to the transfer, storing, and processing of Your data in and to the United States.

Personal data collected within Switzerland and the European Economic Area ("EEA") may be transferred to, and stored at, a destination outside of Switzerland and the European Economic Area ("EEA"). The data We hold may also be processed by employees operating outside of Switzerland and the EEA who work for Us or one of our affiliates or for one of Our vendors. Such staff may be engaged in, among other things, (i) the processing of transactions and Your payment details and (ii) the provision of support services. By submitting Your personal data or engaging in Tuneupskills Courses, You agree to this transfer, storing or processing.

16. Your California Privacy Rights

California residents have the right to receive: a) information identifying any third party company(ies) to whom Tuneupskills may have disclosed (within the previous calendar year) personal information pertaining to You and Your family for that company's direct marketing purposes; and b) a description of the categories of personal information disclosed. If You are a California resident and wish to obtain such information, submit a request to Us at privacy@tuneupskills.com with "Request for California Privacy Information" as the subject line and in the body of Your message. Please be aware that not all information sharing is covered by requirements and only information on covered sharing will be included in Our response. Please also note that under California law, businesses are only required to respond to a customer request once during any calendar year.

Copyright

1. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.

Tuneupskills, Inc. respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our instructors, students and other users of our website and services (the “Site”) to do the same. Infringing activity will not be tolerated on or through the Site.

Tuneupskills’s intellectual property policy is to (a) remove material that Tuneupskills believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site, and (b) remove any Submitted Content posted to the Site by "repeat infringers." Tuneupskills considers a "repeat infringer" to be any User that has uploaded Submitted Content to the Site and for whom Tuneupskills has received more than two takedown notices compliant with the provisions of 17 U.S.C. 512(c) with respect to such Submitted Content. Tuneupskills has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Tuneupskills’s own determination.

2. Procedure for Reporting Claimed Infringement.

If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following;

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

You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of claimed infringement.

3. Designated Agent Contact Information.

Tuneupskills’s Designated Agent for notices of claimed infringement can be contacted at:

  • Via E-mail: info@tuneupskills.com

4. Counter Notification.

If you receive a notification from Tuneupskills that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Tuneupskills with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Company's Designated Agent through one of the methods identified above, and include substantially the following information:

  • A physical or electronic signature of the subscriber;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  • The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.

5. False Notifications of Claimed Infringement or Counter Notifications.

The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Tuneupskills] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. 512(f).

Tuneupskills reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this section should be sent to the Designated Agent at info@tuneupskills.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Tuneupskills, the operation of the Site or any other matter should be sent to info@tuneupskills.com.

Trademark

Procedure for submitting a Trademark Infringement Notice

The fastest and easiest way to submit a claim of trademark infringement to us is to send a notice containing the following information to the Designated Agent identified below. Please note that a copy of your notice will be sent to the party who posted the content you are reporting. Your communication must include substantially the following:

  • Your complete contact information (full name, mailing address and phone number).
  • The specific word, symbol, etc. in which you claim trademark rights.
  • The basis for your claim of trademark rights (such as a national or community registration), including registration number, if applicable.
  • The country or jurisdiction in which you claim trademark rights.
  • The category of goods and/or services for which you assert rights.
  • Information reasonably sufficient to permit us to locate the material on Tuneupskills that you believe violates your trademark rights. The easiest way to do this is by providing web addresses (URLs) leading directly to the allegedly infringing content.
  • A description of how you believe this content infringes your trademark.
  • If you are not the rights holder, an explanation of your relationship to the rights holder.
  • The following statement: “I have a good faith belief that use of the trademark as described above, in the manner complained of, is not authorized by the trademark owner, its agent, or the law”
  • The following statement: "The information in this notice is accurate, and I declare, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner of a trademark that is allegedly infringed."
  • Your electronic signature or physical signature.

Designated Agent Contact Information.

Tuneupskills’s Designated Agent for trademark infringement notices can be contacted at:

Tuneupskills API Agreement

BY DOWNLOADING OR USING THE Tuneupskills API, YOU OR THE COMPANY YOU REPRESENT (“LICENSEE,” “YOU” OR “YOUR”) AGREE TO BE BOUND BY THIS API LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE API AND DELETE IT FROM YOUR COMPUTER. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. Grant of License and Restrictions.

Subject to all the terms of this Agreement and payment of all fees, Tuneupskills, Inc. (“Tuneupskills” or “we”) grants Licensee a nonsublicensable, nonexclusive, right to download and use the API software solely in connection with accessing and using the Tuneupskills website and services (the “Site”) in object code form only, for internal, non-commercial purposes, and in accordance with any documentation we provide. Except for backup purposes, you will not copy the API. Tuneupskills retains ownership of the API, all copies or portions, and all rights therein. Licensee will maintain the copyright notice and any other notices that appear on the API on any copies and any media. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the API, (ii) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the API for the benefit of any third party, or (iii) use the API, or allow the transfer, transmission, export, or re-export of the API in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. All the limitations and restrictions on Products in this Agreement also apply to documentation.

2. Support and Updates.

Tuneupskills may, from time to time, provide updates or upgrades to the API, or offer support for its use, but is under no obligation to do so.

3. Termination.

Either party may terminate this Agreement (which will also terminate all licenses) at any time on notice to the other. You may also terminate this Agreement by ceasing to use the API and deleting it from all computers, which you will do upon termination for any reason. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

4. Limited Warranty and Disclaimer.

Tuneupskills PROVIDES THE API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, COMPANY DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THEIR USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, Tuneupskills SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

6. Miscellaneous.

Neither the Agreement or the licenses granted hereunder are assignable or transferable by Licensee without prior written consent. Any notice, report, approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California without regard to conflicts of laws provisions thereof. Any waivers or amendments shall be effective only if made in writing. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.

 

Tuneupskills for Business Subscription Agreement

This Agreement was last updated on April 3, 2017.

This Subscription Agreement (“Agreement”) governs the access and use of Tuneupskills for Business.

1. Definitions. As used herein:

1.1 “Administrator” is an individual appointed by Customer who has the ability to customize the Customer Account, manage Users, access Insights and related reporting, access UFB Administrator Tools, and populate the Customer Account with Subscription Courses or Marketplace Courses.

1.2 “Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3 “Course API” means an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to Subscription Courses, Marketplace Courses, or Customer Courses, including but not limited to course title and similar information, and shall be subject to the additional terms set forth below.

1.4 “Customer” means the party entering into an Order Form with Tuneupskills, or otherwise signing up to use UFB.

1.5 “Customer Personal Information” includes the personally identifiable information, specifically first name, last name, and email address, that Customer, Administrator or User enters into or delivers to UFB as necessary to access UFB.

1.6 “Customer Courses” are courses that, if elected by Customer in the Order Form, Customer may elect to create using its own content or license from third parties and upload such content to their Customer Account for use by their Users, and shall be subject to the additional terms set forth below.

1.7 “Customer Account” means the site where Users access the Subscription Courses and any Marketplace Courses licensed by Customer, and where Administrators may access the UFB Administrator Tools and Insights.

1.8 “Insights” means the functionality which allows an Administrator to access reporting on User adoption, course consumption, and User activity.

1.9 “Marketplace Courses” are those courses that Tuneupskills generally offers on the Site, but which are not offered as Subscription Courses, but may be added to the Customer Account separately by Customer as set forth in Section 7.

1.10 “Optional Features” are additional service offerings Customer may elect to add to the Order Form, including but not limited to Customer Courses, Single Sign-On, Course API or Reporting API.

1.11 “Order Form” means an ordering document (whether online or otherwise) entered into by Tuneupskills and Customer, which is incorporated into this Agreement, and specifies the services to be provided by Tuneupskills and the fees related thereto. By entering into a Order Form hereunder, an Affiliate of either party agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.12 “Reporting API” is an application programming interface that, if elected by Customer in the Order Form, allows Customer to access certain information relating to the Customer and its Users’ use of UFB and the Customer Account such as completion, and shall be subject to the additional terms set forth below.

1.13 “Site” means Tuneupskills’s website located at www.Tuneupskills.com, on which Tuneupskills offers various online courses and related services.

1.14 “SSO or “Single Sign-On” is a capability, if elected by Customer in the Order Form, which enables Users to log in to UFB without the need to disclose user passwords, and shall be subject to the additional terms set forth below.

1.15 “Subscription Courses” are courses offered by Tuneupskills as part of UFB that Users will be able to access upon Customer’s payment of the Subscription Fees and set-up of the Customer Account.

1.16 “Subscription Fees” are the fees charged to a Customer by Tuneupskills for access to UFB on a per-User basis, including the fees related to Optional Features, if elected.

1.17 “UFB” is Tuneupskills’s proprietary service that permits Customer to, among other things:

(a) configure their Customer Account;

(b) invite new Users;

(c) assign Users into groups;

(d) assign courses to individuals or groups;

(e) access Subscription Courses;

(f) elect which Marketplace Courses to add to their Customer Account, if any;

(g) upload Customer Courses;

(h) invite Users to access and enroll in courses;

(i) allow Administrators access the UFB Administrator Tools; and

(j) if selected in the Order Form, add any Optional Features.

1.18 “UFB Administrator Tools” means the functionality made available to an Administrator that may be used to: add and remove Users, assign Users to groups, assign names to such Groups, view User course consumption and activity, run and export reports of such consumption and activity, and run other reporting features of UFB that Tuneupskills may make available to Customer from time to time.

1.19 “Users” means the employees and contractors (including Administrators) Customer authorizes to access and use the Customer Account.

2. Customer Account. Customer shall select a unique URL identifier for the Customer Account. Customer will appoint at least one Administrator, who will be responsible for the configuration of the Customer Account, set up User accounts and run reports via Insights. Customer, Administrator and Users shall be responsible for maintaining the security of passwords. All Subscription Courses and Marketplace Courses are subject to any restrictions placed on them by the instructors for such courses, which restrictions can be found on the course landing page. Subscription Courses and Marketplace Courses are available only so long as: (a) Customer continues to pay the Subscription Fees; and (b) Tuneupskills continues to have the right to offer such Subscription Courses. From time to time, Tuneupskills may need to remove Subscription Courses from Customer Account, and in those circumstances, will use its best efforts to secure from the instructor a transition period and the right for enrolled Users to continue to access such courses during such transition period, and will endeavor to give notice of such a transition as far in advance as possible. Upon termination of this Agreement, Users will no longer have access to any Subscription Courses or Marketplace Courses.

3. Optional Features. Customer may add Optional Features by entering into an Order Form for such Optional Features, and paying any applicable fees. If Customer elects any of the Optional Features in the Order Form, then Customer will have access to such Optional Features, subject to the terms set forth below.

4. License to the Site, UFB and the Customer Account. Subject to the terms and conditions of this Agreement, Tuneupskills grants to Customer and its Affiliates, exercisable by and through its Users, a limited, nonexclusive, royalty-free, revocable (for breach), nontransferable, and non-sublicensable, right and license during the term of this Agreement to access UFB for the purpose of creating a Customer Account, and provisioning access to the Customer Account to Users. For avoidance of doubt, this Agreement shall only apply to Customer’s and its Users’ use of UFB, and shall not apply to any other offerings available on the Site. In addition to the terms set forth under this Agreement, the right to access and use UFB and the Customer Account by the Customer and its Users is subject to the Tuneupskills for Business Privacy Policy located here (the “Privacy Policy”). Unless Customer has elected to include the Single Sign-On capability, Users will access the Customer Account by logging in through the Customer Account. In all of its activities under this Agreement, Customer assumes full responsibility for its Administrators’, Users’ and Affiliates’ compliance with the terms and conditions of this Agreement and for securing any necessary consents from its Users to access and use their personal information and for ensuring that such access and use conforms with applicable laws, including, without limitation, privacy laws.

5. Restrictions.

5.1 In the course of all of its activities under this Agreement, Customer shall not permit its Users or any third party under its control to:

(a) provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with UFB, the Site, or any Subscription Courses or Marketplace Courses;

(b) frame or embed the Customer Account or any Subscription Courses or Marketplace Courses;

(c) introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of UFB;

(d) scrape, spider, use a robot or other automated means of any kind to access UFB, the Customer Account or Subscription or Marketplace Courses other than as expressly authorized by Tuneupskills;

(e) rent, timeshare, lease or otherwise permit third parties other than Users to access or use the Customer Account or Subscription or Marketplace Courses;

(f) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through UFB;

(g) post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libelous content or information through UFB;

(h) impersonate another person or gain unauthorized access to another User’s or third party’s account;

(i) solicit personal information from any instructor or other student; and/or

(j) use UFB or any courses for any purpose or in any manner that is unlawful or that infringes the rights of others.

5.2 Customer represents to Tuneupskills that all Users shall be Customer’s employees or full-time contractors. Customer may not assign or transfer User access from one person to another except in connection with a change of job assignment or termination of employment.

6. Instructor Interactions. As a marketplace for online learning, Tuneupskills does not hire or employ instructors to create Subscription Courses or Marketplace Courses. Tuneupskills disclaims responsibility or liability for any interactions between Users and the instructors of either Subscription Courses or Marketplace Courses. Tuneupskills is not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of instructors or Users, including, but not limited to, any User's reliance upon any information provided by an instructor. Tuneupskills does not control any third party content accessible on the Site or through UFB and, as such, does not guarantee in any manner the reliability, validity, accuracy or truthfulness of such third party content. Customer also understands that by using the UFB services, Tuneupskills may expose Users to third party content that Customer or its Users consider offensive, indecent, or objectionable. Tuneupskills has no responsibility to keep such content from Customer or its Users and Tuneupskills has no liability to Customer’s or its Users’ access or use of any third party content, to the extent permissible under applicable law.

7. Marketplace Courses. With the exception of Tuneupskills for Business Team Plan, Administrators may, at any time, elect to add Marketplace Courses to the Customer Account by using the functionality available in the Customer Account. Customer is under no obligation to add Marketplace Courses to the Customer Account. Customer acknowledges that Marketplace Courses are not provided as part of UFB or as Subscription Courses, and may be subject to separate fees in addition to the Subscription Fees.

8. Fees and Payment. Customer will pay Tuneupskills the Subscription Fees as set forth in the Order Form(s) (whether online or otherwise). All fees shall be paid in US dollars and are non-refundable. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law), and all third-party collection costs. Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on Tuneupskills’s income).

9. Confidentiality. Customer acknowledges that, in the course of activities under this Agreement, Customer will obtain information relating to Tuneupskills and UFB which is confidential in nature (“Tuneupskills Confidential Information”), including, but not limited to, UFB, and any related features, software, pricing details, and other information about Tuneupskills and UFB’s operation. Tuneupskills acknowledges that it may obtain Confidential Information relating to Customer, including, but not limited to Customer Personal Information and Customer Courses (“Customer Confidential Information”) (Tuneupskills Confidential Information and Customer Confidential Information shall be collectively known as “Confidential Information”). During the term of this Agreement, and five years thereafter, and except as necessary to perform its obligations hereunder or as permitted under the Privacy Policy, each party (“Recipient”) agrees that it will not disclose Confidential Information of the other party (“Discloser”) without the prior written consent of Discloser unless such Confidential Information becomes part of the public domain through no fault of the Recipient, and that it will only use such Confidential Information for the purposes of this Agreement and in accordance with the Privacy Policy and applicable law. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of this section, and the Discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this Agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, Customer’s (or Customer’s Users’ or employees’) use of another online education site, or Tuneupskills from offering Users the opportunity to enroll in courses other than the courses available on the Customer Account.

10. Customer and/or User Feedback. Customer and its Users may decide to send Tuneupskills unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, "Feedback"). Customer is responsible and liable for any Feedback it or its Users submit to Tuneupskills and agrees that such feedback shall not be considered Customer Confidential Information. Customer agrees that by submitting Feedback to Tuneupskills, including any concepts, know-how or ideas, Customer hereby grants to Tuneupskills a perpetual, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the Feedback for Tuneupskills's (and its successor's) business, including without limitation, for promoting and redistributing part or all of the Feedback (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to Customer, Users or others. Tuneupskills is under no obligation to evaluate, review, or use any Feedback.

11. Term/Termination. The Agreement will commence as of the Effective Date and will continue until all Order Forms hereunder have expired or have been terminated. The initial term of each subscription shall be as specified in the applicable Order Form (the “Initial Term”). Except as otherwise specified in an applicable Order Form, and with the exception of the Tuneupskills For Business Team plan, subscriptions will renew automatically for additional terms of one (1) year until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during such thirty (30) day notice period. Upon termination for any reason, Customer will cease to use the Customer Account, UFB and any Subscription Courses or Marketplace Courses, and each party will cease to use the other’s Confidential Information. Sections 5-19 of this Agreement, as well as any accrued rights to payment, will survive any expiration or termination.

12. WARRANTY DISCLAIMER. Tuneupskills PROVIDES UFB, THE COURSES, AND OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

13. Limitation of Remedies and Damages. Tuneupskills SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE.

14. Indemnification.

14.1 For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this Agreement shall be that party’s “Content.” UFB and the Site (not including the Subscription Courses or Marketplace Courses) shall be “Tuneupskills’s Content.” The content Customer enters into the Customer Account (including Customer’s chosen URL identifier for the Customer Account), Customer Courses and Customer Personal Information shall be “Customer Content.” Marketplace Courses and Subscription Courses shall not be either party’s Content. Customer agrees to defend and indemnify Tuneupskills for any and all claims, allegations, infringements, investigations, losses, damages and fees (including court costs and all attorneys’ fees), without the right of apportionment arising from or relating in any way to (i) a breach by Customer of the “Restrictions” in Section 5 in this Agreement, (ii) a breach by Customer of the Tuneupskills Privacy Policy, or (iii) a third party claim that the Customer Content infringes the intellectual property rights of any third party (iv) if applicable, with respect to any Customer Content, a breach of the Customer Course Terms set forth below. Tuneupskills agrees to defend and indemnify Customer against a third-party claim against the Customer, asserting that Tuneupskills’s Content infringes the intellectual property rights of the third party, and shall be responsible for any portion of a judgment or settlement, as well as any court costs and attorneys’ fees, against the Customer resulting from such third-party claim. In the event that UFB becomes subject to a third-party intellectual property claim or Tuneupskills believes it will become subject to such a claim, Tuneupskills may elect to (i) defend or settle the claim; (ii) procure the right for Customer to continue to use UFB without material reduction in functionality; (iii) modify UFB to preclude the claim; or (iv) terminate this Agreement and refund pro rata for the remainder of the then-current term any prepaid fees.

14.2 Tuneupskills’s indemnification obligations under Section 14.1 shall not apply to any of the Marketplace Courses or Subscription Courses (which shall not be considered either party’s Content), provided, however, that Tuneupskills will maintain procedures to remove access to Marketplace Courses or Subscription Courses promptly after receiving notification that such materials may infringe third party rights or contain harmful or inaccurate information.

14.3 No duty provided under this Section 14 will apply unless and until an indemnified party (a) promptly tenders a claim for indemnification; (b) allows the indemnifying party sole control of the defense or settlement of the underlying claim; and (c) reasonably assists with any defense or settlement of the underlying claim at the indemnifying party’s request and expense. THE PROVISIONS OF THIS SECTION 14 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF Tuneupskills TO CUSTOMER WITH RESPECT TO A CLAIM THAT Tuneupskills’S CONTENT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

15. Export Compliance. The Site, UFB, UFB Administrator Tools, Insights, and any other Tuneupskills technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its Users are named on any U.S. government denied-party list. Customer shall not permit any User to access or use any Site, UFB, UFB Administrator Tools, and any other Tuneupskills technology in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

16. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Tuneupskills employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it shall use reasonable efforts to promptly notify Tuneupskills’s Legal Department at legal@Tuneupskills.com.

17. Publicity. Tuneupskills may include Customer in a list of customers and identify that Customer is a user of UFB, post Customer’s name and logo on its website, and, with Customer’s consent, in promotional materials, subject to Customer’s usage standards.

18. Miscellaneous. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.

19. Health and Wellness Courses. Customer agrees, on behalf of its Users, that by purchasing, enrolling and/or participating in any health, wellness and fitness course(s), events, activities, and other programs (the “Health and Wellness Course(s)”), Users, on behalf of themselves, their heirs, personal representatives and/or assigns, that there are certain inherent risks and dangers in the strenuous nature of the Health and Wellness Course(s). Customer and Users acknowledge that Users have voluntarily chosen to participate in a program of physical exercise. Customer and Users acknowledge that Tuneupskills and the instructor of the Health and Wellness Course strongly recommend that Users consult with a physician prior to commencing any Health Course. Customer and Users also acknowledge that some of these risks cannot be eliminated regardless of the care taken to avoid injuries. Customers and Users further acknowledge that the specific risks vary from one activity to another, but range from (1) minor injuries such as scratches, bruises, and sprains; (2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and (3) catastrophic injuries including paralysis and death. At all times, Users shall comply with all stated and customary terms, safety signs, rules, and verbal instructions given to Users. In consideration of being allowed to participate in and access the Health and Wellness Course(s), Customer and Users hereby (1) agree to assume full responsibility for any and all injuries or damage which are sustained or aggravated by Users in relation to the Health and Wellness Course(s), (2) release and hold harmless the Health and Wellness Course instructor, Tuneupskills, subsidiary affiliate entities and franchisees, and each of their respective members, employees and representatives and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or in any way related to participation in any Health and Wellness Course(s), and (3) represent that Users (a) have no medical or physical condition that would prevent Users from properly using any of the Health and Wellness Course(s), (b) do not have a physical or mental condition that would put you in any physical or medical danger, and (c) have not been instructed by a physician to not participate in physical exercise. Users acknowledge that if they have any chronic disabilities or conditions, they are at risk in participating in the Health and Wellness Course(s), and should not be participating in any such classes.

Additional Terms for Optional Features

CUSTOMER COURSES

By electing Customer Courses on an Order Form and uploading Customer Courses to the Customer Account, the following terms shall be incorporated into this Agreement:

Customer, acting as an Instructor, represents, warrants, and covenants to Tuneupskills that:

1. Customer shall be responsible for all Customer Courses;

2. Customer shall own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Tuneupskills, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of the Customer Courses on and through the Customer Account in the manner contemplated hereunder;

3. No Customer Courses shall infringe or misappropriate any intellectual property right of a third party;

4. Customer will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Customer Courses or to any User;

5. Customer will not use the Customer Courses for any business other than for providing tutoring, teaching and instructional services to Students;

6. Customer will not engage in any activity that will require Tuneupskills to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;

7. Customer will not frame or embed the Customer Courses in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Customer Account;

8. Customer will not impersonate another person or gain unauthorized access to another person's Account;

9. Customer will not interfere with or otherwise prevent other Instructors from providing their services or courses; and

10. In addition, Customer agrees that any Customer Courses shall be considered Customer Content under Section 14 of the Agreement (Indemnification).

SINGLE SIGN-ON

By electing Single Sign-On on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “SSO” or “Single Sign-On” means a capability that makes it possible for Users to log in to UFB without the need to disclose user passwords to Tuneupskills.

b. “SSO Data” means email, password and other information about Customer and its Users that Customer must supply to the SSO Provider.

c. “SSO Provider” means a third party engaged by Tuneupskills, currently Ping Identity Corporation, that authenticates the SSO Data and permits access to UFB.

3. Tuneupskills will make access to UFB available by SSO. To access UFB through SSO, both Tuneupskills and Customer must use the same authentication method. Tuneupskills’s SSO capability uses Secure Assertion Markup Language (SAML) as its authentication method, so Customer will need to be able to provide SSO Data through SAML to access UFB through SSO. Once Customer is able to provide SSO Data in SAML format, Users may log into the Customer Account by providing their individual SSO Data to the SSO Provider, which will authenticate them and allow or deny access to the Customer Account. Using SSO ensures that none of the SSO Data is provided directly to Tuneupskills, minimizes the amount of Customer information resident on Tuneupskills systems, and thereby increases security. In this arrangement, the SSO Provider is engaged by Tuneupskills to provide the authentication services, and Tuneupskills assumes responsibility for the SSO Provider as a subcontractor for compliance with the relevant terms of this Agreement as to the SSO Data. Customer is responsible for ensuring that its systems are capable of providing SSO Data in SAML format. Customer may elect to implement SSO internally, or through a third party provider. To maintain the increased security enabled by SSO, Tuneupskills never has access to Customer systems, and so Tuneupskills assumes no obligation or responsibility under this Agreement in connection with those systems or any implementation of SSO on those systems. Each party is responsible for their costs and expenses associated with implementation of SSO, that is, Tuneupskills is responsible for costs of implementation of SSO on Tuneupskills systems and for the SSO Provider’s fees for providing authentication services, and Customer is responsible for costs of implementation of SSO on Customer systems and for any costs associated with third parties that Customer might engage to implement SSO on its systems.

4. Tuneupskills will invoice Customer for SSO pursuant to the Order Form. If Customer wishes to add Users to SSO beyond the number of Users shown in the Order Form, the price per User will be subject to additional fees and a minimum increment of Users. SSO is billed only on an annual basis. Customer shall pay all fees for SSO in accordance with the terms of the Agreement.

COURSE API

By electing Course API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Course API” means an application programming interface that Tuneupskills makes available to Customer to access certain information relating to Subscription Courses, Marketplace Courses, and Customer Courses.

b. “API Course Data” means any and all information available through the Course API.

3. Grant of License and Restrictions. Subject to all the terms herein and the Agreement and payment of the Course API Fee, Tuneupskills grants Customer a nonsublicensable, nonexclusive, right use the Course API solely in connection with Customer’s access and use of UFB and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Course API. Tuneupskills retains ownership of the Course API, all copies or portions, and all rights therein. Tuneupskills or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer will maintain the copyright notice and any other notices that appear on the Course API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Course API, (ii) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Course API or API Course Data for the benefit of any third party, or (iii) use the Course API, or allow the transfer, transmission, export, or re-export of the Course API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. Tuneupskills may, from time to time, provide updates or upgrades to the Course API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. Tuneupskills PROVIDES THE COURSE API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, Tuneupskills DOES NOT WARRANT RESULTS OF USE OR THAT THE COURSE API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Tuneupskills will invoice Customer for the Course API pursuant to the Order Form. Customer shall pay all fees for the Course API in accordance with the terms of the Agreement

REPORTING API

By electing Reporting API on an Order Form the following terms shall be incorporated into this Agreement:

1. All capitalized terms not defined in these additional terms have the meanings given to them in the Agreement.

2. In these additional terms:

a. “Reporting API” means an application programming interface that Tuneupskills makes available to Customer to access certain information relating to Customer and its Users’ use of UFB and the Customer Account.

b. “API Data” means any and all information available through the Reporting API.

c. “API Course Data” means any information available through the Reporting API that is part of Subscription Courses, Marketplace Courses, or Customer Courses, including, without limitation, the title, instructor, description, URL and content.

3. Grant of License and Restrictions. Subject to all the terms of this Attachment and the Agreement and payment of the Reporting API Fee, Tuneupskills grants Customer a nonsublicensable, nonexclusive, right use the Reporting API solely in connection with Customer’s access and use of UFB and the Customer Account, in object code form only, for internal, non-commercial purposes. Except for backup purposes, Customer will not copy the Reporting API. Tuneupskills retains ownership of the Reporting API, all copies or portions, and all rights therein. Tuneupskills or its licensees (including without limitation instructors) retain ownership of all API Course Data. Customer retains ownership of any API Data that is not API Course Data, subject to the limitations set forth in the Agreement and applicable law. Customer will maintain the copyright notice and any other notices that appear on the Reporting API or API Course Data on any copies and any media. Customer will not (and will not allow any third party to) (iii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Reporting API, (iv) provide, lease, lend, use for timesharing or service bureau purposes or, otherwise use or allow others to use the Reporting API or API Course Data for the benefit of any third party, or (iii) use the Reporting API, or allow the transfer, transmission, export, or re-export of the Reporting API or API Course Data in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. Tuneupskills may, from time to time, provide updates or upgrades to the Reporting API, or offer support for its use, but is under no obligation to do so.

4. Warranty Disclaimer. Tuneupskills PROVIDES THE REPORTING API “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, Tuneupskills DOES NOT WARRANT RESULTS OF USE OR THAT THE REPORTING API IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR PRODUCE ANY RESULTS.

5. Tuneupskills will invoice Customer for the Reporting API pursuant to the Order Form. Customer shall pay all fees for the Reporting API in accordance with the terms of the Agreement.

Tuneupskills for Business Privacy Policy

This Privacy Policy was last updated on March 8, 2017.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Tuneupskills for Business Agreement (the “TFB Agreement”).  Any version of this Privacy Policy in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

This Privacy Policy (“Privacy Policy”) applies to the use of Tuneupskills for Business (“UFB”), courses available in UFB, all other UFB related services, and any other services where this Privacy Policy is posted (collectively, the “UFB Service”) by 1) the entity, and any person acting on behalf of such entity, who agreed to the UFB Agreement or similar agreement between Tuneupskills and such entity (collectively, “Customer”); 2) any person acting as an administrator for the UFB Service under such an agreement (“Administrator”); and 3) the employees and other persons Customer invites, registers, and/or allows to use the UFB Service (“Users”) (Customer, Administrator, and Users taken together, “You,” “Your”). This Privacy Policy also describes the choices available to You regarding the use of, Your access to and how to update and correct Your information.

As used herein the term "use" shall mean using, accessing, administering, installing, signing into, inviting and/or registering Users for, connecting with, downloading, visiting or browsing the UFB Service.

Tuneupskills participates in the TRUSTe privacy program and adheres to TRUSTe Certification Standards.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Tuneupskills, AND BY USING THE UFB SERVICE, YOU AGREE TO THE TERMS OF THIS PRIVACY POLICY. You should review this Privacy Policy in conjunction with the UFB Agreement, if applicable, and any other agreement or policy provided by Us that governs Your use of the UFB Service.

You should not use the UFB Service if You do not agree with this Privacy Policy, Our Terms of Use, the UFB Agreement, if applicable, and any other agreement or policy that governs Your use of the UFB Service.

For avoidance of doubt, this Privacy Policy shall only apply to Customer’s and its Users’ use of the UFB Service, and shall not apply to any other offerings available at Tuneupskills.com. Accordingly, If You log into Tuneupskills.com using Your UFB Service Account information, the Tuneupskills.com privacy policy and Terms of Use will apply.

1. Information You Provide To Us Directly

When You sign up for and use the UFB Service (including through a Third Party Platform) We will collect any information You provide to Us directly such as the following:

Registration Information:

Customers: When a Customer signs up for and uses the UFB Service, We may collect Customer name and address and the full name and email addresses of: the person representing the Customer; Administrators; and authorized Users.

Administrators and Users: In order to use the UFB Service, a User must be authorized by a Customer. Customers may provide Us with a User’s first name, last name, and e-mail address. You must then register for an account (“Account”), and We will collect and store any registration information You share with Us, such as first name, last name, e-mail address, password, Your company's name (e.g., Customer name), telephone number, and address information (“Registration Information”).  

Profile Information: Administrators and Users may also have the option of providing additional information ("Profile Information") to create a profile ("Profile"). You should exercise care and caution in creating Your Profile as such information will be publicly viewable by others, including but not limited to other Users, and the Customer.

Administrators may add a User to a group of Users (“Group”) and assign the group a name. Any authorized Users of a Customer can view such Group name and the Users assigned to such Group.

When Administrators and/or Users sign up to use the UFB Service, We will assign a unique identifying number ("ID Number”) which may be publicly displayed to others.

Tuneupskills is not responsible for how others use information that is publicly available or otherwise accessible to others in the UFB Service.

Public Posting / Shared Content: The UFB Service may also allow Administrators and Users to interact with others, including other Administrators, Users, other Tuneupskills users, instructors, teaching assistants, and the Customer and/or post, share, communicate or otherwise transmit content publicly, such as by posting comments in a course page, sending messages to or chatting with others or posting photos (collectively "Shared Content" or "Public Posting"). We may collect and store Public Postings and Shared Content. Shared Content or Public Postings may be publicly available or viewable by others, including Administrators, Users, or instructors or teaching assistants, depending on where such content is posted.

You hereby grant Tuneupskills a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit Public Postings and Shared Content.

Course Information:

We collect information relating to taking courses, including, without limitation, interchanges with instructors, teaching assistants, Administrators, and other Users, as well as progress within a course, answers, essays and other items submitted to satisfy the course requirements ("Course Information").

When Customers upload Customer Courses to the UFB Service, we collect materials contained in such Customer Courses to make such courses available to Users. When a Customer uploads a Customer Course, Customer grants Tuneupskills a non-exclusive right and license to reproduce, offer, and distribute such Customer Course to Customer’s authorized Users.

When a Customer (or an Administrator on the Customer’s behalf) selects courses, including a Customer Course course, to make available to some or all of its authorized Users or Administrators, we collect such information. When a User or Administrator signs up for and/or participates in a course, we collect all related Course Information.

We may share, and Administrators and Users hereby consent to Our sharing of, Course Information with the Customer and Administrators as set forth in Section 5 below. The Customer determines how it uses certain Course Information of its authorized Users and whether to download, share, and/or retain such information. Users should check with the Customer or the Administrator about such policies.

Users and Administrators also consent to Tuneupskills providing certain Registration Information and/or Profile Information to the Customer, Administrators, and to an instructor or teaching assistant when Users or Administrators enroll in a course. Tuneupskills does not provide Administrators’ or Users’ email addresses or Customer’s account names to instructors or teaching assistants. Tuneupskills does not control how instructors or teaching assistants treat Registration Information, Profile Information, or Course Information and is not liable for use by instructors or teaching assistants.

Information Received Through Your Third Party Platform Account

The UFB Service may contain third party links or utilize Third Party Platforms (together, “Third Parties”). If You use the UFB Service on or through a Third Party Platform, including via any Wireless Devices, the collection, use, and disclosure of Your information and Your use of the UFB Service will also be subject to the privacy policies and other terms of such Third Party Platforms.

We do not control and are not responsible for the terms, privacy policies and/or practices of any Third Party, including links, and You should review the policies and agreements of such Third Parties carefully.

When You use the UFB Service through a Third Party Platform, such as Google Apps, You allow Us to collect certain information from Your Third Party Platform profile or account as permitted by the terms of that Platform and Your privacy settings. You allow Us to use such information in accordance with this Privacy Policy. By way of example only, We may collect some or all of the following information from Your Third Party Platform account when You register or use the UFB Service on or through a Third Party Platform:

  • Your full name
  • Your profile picture or its URL
  • Your User ID number, which is linked to publically available information such as Your name and profile photo
  • The login e-mail address
  • Your physical location and that of Your access devices, including any Wireless Device
  • Your gender
  • Your birthday

You may choose not to allow the Third Party Platform to provide Us with certain information about You, but You might not be able to use certain features of the UFB Service.

Payment Information

If Customer makes any purchases through the UFB Service, such as courses or a subscription, We may collect certain information regarding the purchase (such as name and zip code) as necessary to process the order. Customer will be required to provide certain payment and billing information directly to our payment processing partners, including but not limited to name, credit card information, billing address and zip code. We do not access, store or collect credit card information. Credit card information is collected and processed by our third party credit card processor.

Communications, Support Requests, Potential Abuse:

If You contact Us for assistance, or to report a problem, concern, potential abuse or other issues regarding the UFB Service or Users, We may collect and store Your contact information, communication, and/or other information about You, including but not limited to Your name, e-mail address, location, operating system, IP address or activity. We reserve the right to conduct further research and obtain further information as necessary. We will use the information to respond to You, research Your request/communication, all in accordance with the provisions of this Privacy Policy.

2. Information We Collect Through Automated Means

Technical and Usage Data

When You access the UFB Service, including browsing Our courses and subscriptions, We collect certain information by automated means. This information may include without limitation: (a) technical information about Your computer or Wireless Device, such as Your IP address, operating system type and version, unique device ID, browser, browser language, domain and other systems information, platform types (collectively, “Technical Information); and (b) usage statistics about Your interaction with the UFB Service, including courses accessed, pages visited, portions of the UFB Service used, and other information regarding Your use of the UFB Service (collectively, “Usage Data”).

This Technical Information and Usage Data, some of which may be linked to Your ID Number, is collected through the use of server log files and tracking technologies, such as: (i) cookies, which are small files that websites send to Your computer or Wireless Device to uniquely identify Your browser or mobile device or to store information in Your browser setting; and (ii) web beacons, which are small objects that allow Us to measure the actions of visitors using the UFB Service. For more detailed information regarding how We use cookies and other technology, please review the additional information in this Privacy Policy under the Section entitled "Cookies" and review the full Tuneupskills for Business Cookies Policy.

Analytics. We may use third-party browser and mobile analytics services on our Service, such as those of Google Analytics, Mixpanel, and Intercom. These service providers use the sort of technology described in this section to help us analyze how users use the Service, including by noting the third-party website from which you arrive, how often You use the UFB Service, the events that occur within the Service, aggregated usage, performance data, and where the application was downloaded from. The information (including your IP address) collected by the technology will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the UFB Service to allow Us to improve the UFB Service, better understand the functionality of the UFB Service on a computer or other device, and to provide information that may be of interest to You.

Geolocation Information:

IP addresses received from your browser or device may be used to determine your approximate location.

3. Cookies

Like many websites and app providers, Tuneupskills (and/or service providers acting on Our behalf, such as Google Analytics and/or our third party advertisers) uses server log files and automated data collection tools, such as cookies, tags, scripts and web beacons (collectively, "Data Collection Tools") when You access and use the UFB Service. In some cases, We tie the information gathered by these means to our other information You provide and that we collect as described in this Privacy Policy. These Data Collection Tools automatically track and collect certain Technical Information that Your browser sends when You use the UFB Service. In some cases, We will associate this Technical Information with Your ID Number for Our internal use.

We use cookies for a variety of reasons, including to: (i) analyze the usage of the UFB Service; (ii) provide a more personalized experience; (iii) allow You to more easily login to use the UFB Service; (iv) help make Your use of the UFB Service more efficient and more valuable by providing You with a customized experience and recognizing You when You return.

We may also employ web beacons or other technology for a variety of reasons such as: (i) allowing Us to know if a certain page was visited or whether an e-mail was opened; and (ii) allowing Us to advertise more efficiently by excluding our current Users from certain promotional messages or identifying the source of a new installation.

Tuneupskills uses the following types of cookies:

Preferences. We use preferences cookies to remember information about Your browser and how you prefer to use Our Service, i.e. to remember Your preferred settings that affect the experience of how the UFB Service look to You or behave when You access and/or use them, such as Your preferred language. Preference cookies make Your experience of interacting with the UFB Service more functional and customized to suit Your preferences.

Security. We use security cookies to enable You to log-in and access the UFB Service, to protect Your Account against fraudulent log-ins by others, and help detect, fight, and protect against abuse or unauthorised usage of Your Account.

Functional. We use functional cookies to make the experience of using the UFB Service better, like remembering the volume You like your videos to play at.

Session State. We use session cookies to collect information about how You interact with Our Service, to help Us improve the UFB Service We provide You as well as improve Your browsing experience. We also use session cookies to remember Your log-in details and to be able to process Your purchases of courses. These are deemed strictly necessary to the working of the UFB Service. If these are disabled, then various functionalities of the UFB Service will be broken.

You can set Your web browser to warn You about attempts to place cookies on Your computer, limit the type of cookies You allow or refuse cookies altogether; however, You may not be able to use some or all of the features of the UFB Service if You refuse/disable cookies.

Third parties with whom We partner to provide certain features on Our site may use Local Storage Objects (LSOs) to collect and store information. Various browsers may offer their own management tools for removing HTML5 LSOs. To manage Flash LSOs please click here

By using the UFB Service, You consent to Our use of cookies, web beacons, LSOs and other Data Collection Tools as described in the Privacy Policy.  More information is available in the Tuneupskills for Business Cookies Policy.

4. How We Use the Information We Collect

Tuneupskills may use the information We collect through Your use of the UFB Service to:

  • Provide, administer, and facilitate the UFB Service, including to display of customized content;
  • Fulfill the Customer’s instructions;
  • Respond to and fulfill Your requests, including course enrollment;
  • Communicate with You concerning your Account and by:
    • Responding to Your questions or concerns;
    • Sending You information at the request of the Customer;
    • Sending You UFB Service and administrative messages and information, including those about changes to the UFB Service, and updates to our Terms of Use, and Privacy Policy;
    • Providing information and in app messages to You in the UFB Service about course progress, other courses available to Users, and UFB Service features;
    • Emailing You information about your progress in courses and other courses available to Users, which you can opt out of at any time;
    • Sending you information about new services, features, and promotions, which you can opt out of at any time;
    • Sending push notifications to Your Wireless device to provide updates and other relevant messages. You can manage push notifications from the "options" or "settings" page for the mobile application.
  • Understand and improve the UFB Service and develop new products, services or features;
  • Facilitate the technical functioning of the UFB Services, including to troubleshoot and resolve issues, secure the UFB Service, and prevent fraud and abuse;
  • Enable communication among Users and instructors or teaching assistants;
  • Solicit feedback to improve User experience;
  • Manage Your Account preferences;
  • Create, review, analyze Technical Information and share aggregate and anonymized Technical Information;
  • Analyze trends and User traffic and track purchases and usage information;
  • Resolve disputes; or
  • As We, in Our sole discretion, otherwise determine to be necessary or required to ensure the safety and/or integrity of Our Users, employees, third parties, members of the public, and/or the UFB Service.

5. When and How We May Share/Disclose Your Information with Third Parties

We will only share Your information (which may include Registration Information, Profile Information, and Shared Content and Course Information) with the following third parties or under the following circumstances or as otherwise described in this Privacy Policy:

As directed by the Customer:

We may share information in accordance with Our agreement with the Customer and the Customer’s instructions. For example, if a Customer uses a learning management system, We may share information, including Registration Information and Course Information with such learning management system.

About Users with the Customer:

As set forth above, we may share Course Information with the Customer. In addition, if a User or Admin contacts Us to help resolve an issue, depending upon that issue, we may need to share such concern with the Customer.

About You with the Instructor or Teaching Assistant:

As set forth above, we may share Course Information and certain Registration Information and Profile Information with instructors or teaching assistants of courses in which You enroll or request information. If you communicate with an instructor or teaching assistant, such as by asking a question, that instructor or teaching assistant will be able to view your name. We will not share Your email address with instructors or teaching assistants.

For Safety, Security, Cooperation with Law Enforcement, & Compliance with Legal Obligations

We may disclose Your information to third parties, if We, in our sole discretion, have a good faith belief that disclosure is: (1) permitted or required by law; (2) requested in connection with or relevant to a judicial, governmental or legal inquiry, investigation, order, or proceeding; (3) required or reasonably necessary pursuant to a valid subpoena, warrant or other legally valid inquiry or request; (4) reasonably necessary to enforce Our Terms of Use, this Privacy Policy, or any other legal agreements or rights; (5) required to detect, prevent, or otherwise address fraud, abuse, misuse, potential violations of law (or rule/regulation), and/or security or technical issues; or (6) required or reasonably necessary to protect against imminent harm to the rights, property or safety of Tuneupskills, the Customer, Our Users, employees, any minors, members of the public and/or the UFB Service or another Tuneupskills service. We may also disclose information about You to Our auditors or legal advisors in conjunction with accessing Our disclosure obligations and/or rights under this Policy.

Third Party Service Providers, Contractors or Agents

We may share Your information with third party companies that perform services on Our behalf, including payment processing, order fulfillment, data analysis, marketing services, e-mail and hosting services, and customer service and support. While providing the UFB Service for Us, these companies may access Your information, and are required to use it solely as directed by Us for the purpose of Our requested service.

Analytics and Data Services

As discussed above, We use third-party analytics such a Google Analytics. We also use other analytics and data services such as Intercom, and InsideView to help understand Your usage of our services and to improve the UFB Service. We may provide a limited amount of Your Registration Information to services such as Intercom or InsideView. These services may collect publicly available contact and social information, such as Your email address, gender, company, job title, photos, website URLs, social network handles and physical addresses, to enhance Your experience.

Business Transfers, Sales, Mergers, or Divestitures

In the event that Tuneupskills undergoes a business transition, such as a merger, acquisition, corporate divestiture or dissolution (including bankruptcy), or a sale of all or a portion of its assets, We may share, disclose or transfer all of Your information to the successor organization in such transition or during steps in contemplation of such activities (e.g., due diligence). 

With Your Permission

We may share information with Your consent.

Aggregate or De-identified Information

We may disclose or use aggregate or de-identified information for any purpose, including after termination of the UFB Agreement.

6. How Do We Keep Your Information Secure?

Tuneupskills takes appropriate security measures to protect against unauthorized access to, or unauthorized alteration, disclosure or destruction of, sensitive data that You share and We collect and store. Unfortunately, however, no system can be 100% secured, and We cannot guarantee that communications between You and Tuneupskills, the UFB Service, or any information provided to Us in connection with the information We collect through the UFB Service will be free from unauthorized access by third parties. Your password is an important component of Our security system. As such, it is Your responsibility to protect it. Do not share Your password with any third parties. If Your password has been compromised for any reason, You should change it immediately and contact support@tuneupskills.com with any concerns.

7. Your Choices Regarding the Use of Your Information

Customers may instruct us as to what to do with certain information. A Customer has many choices and control over information in its account. For example, Customer may enable or disable a User’s access to the UFB Service, import courses, select certain courses, export certain Course Information, manage permissions such as administrative rights, and run reports on the UFB Service. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain information.

You can always choose not to provide certain information to Us but You may not be able to use certain features of the UFB Service. If You do not wish to receive promotional communications from Us, You can opt- out by: (i) following the unsubscribe instructions provided in the promotional communication You receive; or (ii) managing Your e-mail preferences by signing into Your Account, clicking on the Account Settings link in under Your Profile button in the site header, and navigating to the Notifications tab.

Please note that despite Your opt-out choice or indicated email preferences, We will still send You administrative messages regarding the UFB Service, including, for example, administrative confirmations, order confirmation, important updates regarding the UFB Service, notices from the Customer, and notices regarding our policies.

The browser You use may provide You with the ability to control cookies or other types of local data storage. Your Wireless Device may provide You with choices around how and whether location or other data is collected and shared. Tuneupskills does not control these choices, or default settings, which are offered by makers of your browser or mobile device operating system.

If You have any questions about Your information, our use of this information, or Your rights when it comes to any of the foregoing, contact us at privacy@tuneupskills.com.

8. How We Respond to Do-Not-Track Signals

Because consumers are often unaware that their do-not- track beacons are active, do-not-track does not frequently reflect the actual preferences of Our Users. Accordingly, Tuneupskills does not respond to the federal do-not- track signal. If You would like to not receive promotional communication from Tuneupskills, You are free to follow the procedure described in the previous section to unsubscribe.

9. How to Access & Update Your Information

You may access and update Your information that Tuneupskills collects and maintains in the following ways:

Customers and Users may access and update certain information You provide directly to Us by logging into their Accounts. Customers may also submit any requests for access to personal data to privacy@tuneupskills.com with “UFB Customer” in the subject line or in writing to Attn Privacy/Legal Tuneupskills, Inc. UFB Customer Privacy, 600 Harrison Street, 3rd Floor, San Francisco, CA 94107. Please allow up to thirty (30) days for a response. Users should submit any request for access to other information to the Customer.

To manage the information Tuneupskills receives about You from a Third Party Platform or Wireless Device, please follow the instructions provided by the Third Party Platform or Wireless Device provider for updating Your information and changing Your privacy settings. Once Tuneupskills receives Your information from a Third Party Platform or Wireless Device, that information is stored and used by Tuneupskills in accordance with this Privacy Policy.

10. What Happens when Your Account is Terminated or Deleted

Account Terminated or Deleted

Please be aware that even after Your Account is terminated or deleted some or all of Your information may still remain visible to others, including but not limited to any information that has been: (a) incorporated into others User's content, comments, postings, submissions, including but not limited to course comments; (b) copied, stored or disseminated by other Users; (c) shared or disseminated by You or others such as in a Public Posting; or (4) posted on a Third Party Platform. Termination of Your Account will not result in the removal of information collected and already put in aggregate form or information that cannot, in Our sole discretion, be removed without undue burden to Tuneupskills. Tuneupskills is not able and/or obligated to remove any of Your information from a Third Party Platform.

Even after You delete Your Account or Your Account is terminated, Your information is not deleted in its entirety from Our servers and may not be deleted from servers of the Third Party Platform You use to access the UFB Service. We may retain backup copies of Your information on Our servers or databases (and/or any authorized third party servers or databases We use) to assist with any legal obligations, resolve disputes, and enforce Our agreements. Such information may be disclosed pursuant to this Privacy Policy regardless of whether Your Account is deleted or terminated. We will retain Your information as long as we have a legitimate purpose to do so and in accordance with applicable law. Moreover, any Third Party Platform that You use to access the UFB Service may also retain backup copies of Your information even after Your Account is deleted or terminated which may be used and/or disclosed in accordance with its privacy policy.

11. Modifications to this Privacy Policy

From time to time, We may update this Privacy Policy. Tuneupskills reserves the right to modify and/or make changes to this Privacy Policy at any time. If We make any material change to this Privacy Policy, We will notify You as required by applicable law. Modifications will become effective on the day they are posted unless stated otherwise.

If You continue to use the UFB Service, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Privacy Policy as changed. The revised Privacy Policy supersedes all previous Privacy Policies. We encourage You to review this Privacy Policy any time You use the UFB Service. Upon Our request, You agree to accept or sign a non-electronic version of this Privacy Policy and any other policies or agreements set forth or available through any Third Party Platform.

12. International Operations: A Note to Users Outside of the U.S. and the EU

Tuneupskills stores information about visitors to the UFB Service and Users on servers located in the United States. If You are using the UFB Service from outside the United States and the European Union, please know the information You submit will be transferred to and stored in servers in the United States or other countries. The data protection and other laws of the United States and/or other countries might not be as comprehensive as those in Your country. By submitting Your data and/or using the UFB Service, You consent to the transfer, storing, and processing of Your data in and to the United States.

Personal data collected within Switzerland and the European Economic Area ("EEA") may be transferred to, and stored at, a destination outside of Switzerland and the European Economic Area ("EEA"). The data We hold may also be processed by employees operating outside of Switzerland and the EEA who work for Us or one of our affiliates or for one of Our vendors. Such staff may be engaged in, among other things, (i) the processing of transactions and Your payment details and (ii) the provision of support services. By submitting Your personal data or engaging in Tuneupskills courses, You agree to this transfer, storing or processing.

13. Your California Privacy Rights

California residents have the right to receive, once a year from Us: a) information identifying any third party company(ies) to whom Tuneupskills may have disclosed (within the previous calendar year) Your personal information for that company's direct marketing purposes; and b) a description of the categories of personal information disclosed. If You are a California resident and wish to obtain such information, submit a request to Us at privacy@tuneupskills.com with "Request for California Privacy Information-UFB Customer" as the subject line and in the body of Your message. Only information required to be disclosed by law will be included in Our response.

14. Your Korea Specific Terms

Tuneupskills has designated the following Privacy Policy Manager in order to protect your privacy, answer your questions, receive comments, and/or resolve disputes regarding our privacy policy:

Designee: Dennis Yang, CEO

Department: Privacy Policy

e-mail: privacy@tuneupskills.com

Address: Tuneupskills, Inc., Attn: Privacy Policy Manager, 600 Harrison St, 3rd Floor, San Francisco, CA 94107, USA

15. Questions

Please feel free to contact Us by submitting a request to privacy@tuneupskills.com with any questions, concerns, or disputes You may have regarding our Privacy Policy. Please put "Privacy Policy-UFB Customer" in the subject line so Your message can be directed to the correct person(s). You may also contact Us via postal mail at Tuneupskills, Inc. Attn: Legal UFB Customer, 600 Harrison Street, 3rd Floor, San Francisco, CA 94107.

Tuneupskills for Business Cookies Policy

Effective Date: March 8, 2017

What are cookies?

Cookies are small text files placed onto your computer or device as you browse the Internet. Cookies can be used to collect, store and share bits of information about your activities across websites and services, including on the UFB Service. They also allow us to remember things about your visit to the UFB Service, such as your preferred language and other choices/settings and generally make the site easier for you to use.

Tuneupskills uses both session cookies and persistent cookies. A session cookie is used to identify a particular visit to the UFB Service. These cookies expire after a short time, or when you close your web browser after using the UFB Service. We use these cookies to identify you during a single browsing session, such as when you log into the UFB Service. A persistent cookie will remain on your devices for a set period of time specified in the cookie. We use these cookies where we need to identify you over a longer period of time. For example, we would use a persistent cookie if you asked that we keep you signed in.

Why does Tuneupskills use cookies and similar technologies?

Tuneupskills uses cookies and similar technologies, such as web beacons, browser cookies, pixel tags, or local shared objects (“flash cookies”), to deliver, measure, and improve our services in various ways. As we adopt additional technologies, we may also gather additional information through other methods.

We use cookies for the following purposes:

Authentication and security:

  • To log you into the UFB Service;
  • To protect your security; and
  • To help us detect and fight spam, abuse, and other activities that violate Tuneupskills’s agreements and terms.

For example, these technologies help authenticate your access to the UFB Service and prevent unauthorized parties from accessing your accounts.

Preferences:

  • To remember information about your browser and your preferences; and
  • To remember your settings and other choices you have made.

For example, cookies help us remember your preferred language or the country that you are in. We can then provide you with content in your preferred language without having to ask you each time you visit the UFB Service.

Analytics and research:

  • To help us improve and understand how people use the UFB Service.

For example, cookies help us test different versions of the UFB Service to see which particular features or content users prefer. We may include web beacons in e-mail messages or newsletters to determine whether the message has been opened and for other analytics. We might also optimize and improve your experience on the UFB Service by using cookies to see how you interact with the UFB Service, such as when and how often you use them and what links you click on.

To help us better understand how people use the UFB Service, we work with a number of analytics partners, including Google Analytics and Mixpanel. These providers use cookies and similar technologies to help us analyze how users use the Services, including by noting the third-party Services from which you arrive. The information collected will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the UFB Service. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-Out Browser by clicking here, and you may also use Mixpanel’s opt out by clicking here.

We don’t release the information collected from our own cookies to any third parties, other than to our service providers who assist us in these cookie activities.

Personalized content:

  • To customize the UFB Service with more relevant content.

Advertising:

  • To provide you with more relevant advertising.

When accessing the UFB Service from a mobile application, you may also receive tailored in-application advertisements. Each operating system, such as iOS and Android, provides its own instructions on how to prevent the delivery of tailored in-application advertisements. You may review the support materials and/or the privacy settings for the respective operating systems in order to opt-out of tailored in-application advertisements. For any other devices and/or operating systems, please visit the privacy settings for the applicable device or operating system or contact the applicable platform operator.

What are my privacy options?

You have a number of options to control or limit how we and our partners use cookies.

  • When you first access the UFB Service, it will let you know that we use cookies – by continuing to use or access the UFB Service, you are consenting to our use of cookies and related technologies as described in this Cookies Policy.
  • Most browsers automatically accept cookies, but you can modify your browser setting to decline cookies by visiting the Help portion of your browser’s toolbar. If you choose to decline cookies, please note that you may not be able to sign in, customize, or use some of the interactive features of the UFB Service.
  • Flash cookies operate differently than browser cookies, and cookie management tools available in a web browser will not remove flash cookies. To learn more about how to manage flash cookies, you can visit the Adobe website and make changes at the Global Privacy Settings Panel.

Changes to this Policy

We will notify you of any changes by posting the new Policy on the UFB Service with a new effective date. If we make a material change to this Policy, we will take reasonable steps to notify you in advance of the planned change.

Questions

If you have any questions about our use of cookies, please email us at privacy@tuneupskills.com.

Instructor Terms & Conditions

These Instructor Terms & Conditions were last updated August 2, 2016.

If you are an Instructor, these Instructor Terms & Conditions (the “Instructor Terms”) contain the terms and conditions of Your participation as an Instructor via Tuneupskills’s Services. This is a binding agreement between you and Tuneupskills and is incorporated by reference into Tuneupskills’s Terms of Use (“Terms of Use”).

Any version of these Instructor Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

1. Key Definitions

"Base Price" means the course price set by the Instructor within the Price Tier Matrix.

"Base Currency" means the currency of the Base Price.

"Base Exchange Rate" means a system-wide rate used by Tuneupskills for foreign currency conversion and does not include any fee or mark-up by Tuneupskills. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

"Instructor Revenue" shall mean Net Amount less any refunds paid, as provided in Section 10 of the Terms of Use.

"Gross Amount" means the amount actually received by Tuneupskills for purchases by Students for Your Course. Please note that for mobile application sales, mobile platforms apply fees, such as Apple’s App Store or Google Play.

"Net Amount" means Gross Amount, less (1) Taxes (pursuant to section 11); (2) for web sales, a three percent (3%) administrative and handling fee, except in the territory of Japan, where the administrative and handling fee shall be four percent (4%); and (3) any amounts paid in connection with Tuneupskills’s Marketing Programs if You choose to opt-in (as further described below).

.

"Sale Price" means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, Tuneupskills will determine the Sale Price based on the applicable Base Exchange Rate.

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

All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Tuneupskills’s Terms of Use.

2. Agreement

As an Instructor You are contracting directly with Tuneupskills, Inc., a Delaware corporation in the United States of America. Additionally, although We may utilize other Tuneupskills subsidiaries to facilitate Your payments, Your contract remains between You and Tuneupskills, Inc.

3. Your Relationship with Students

Instructors do not have a direct contractual relationship with Students. The only information You will receive about Students is what is provided to You through the Services (“Student Related Data”). You understand and agree that You will indemnify Tuneupskills for any issues arising out of Your use of any Student Related Data.

4. Obligations

As an Instructor, You represent, warrant, and covenant that:

  1. You will visit www.tuneupskills.com and complete the Instructor enrollment form and if You choose to charge fees for Your Courses, You will also need to agree again to the pricing terms which are presented to you during the paid Course creation process;
  2. You will be responsible for all of Your Submitted Content. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Tuneupskills, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Instructor Terms;
  3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
  4. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on Your Course and through the Services;
  5. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  6. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
  7. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Students;
  8. You will not engage in any activity that will require Tuneupskills to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
  9. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Instructor Terms;
  10. You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;
  11. You will not impersonate another person or gain unauthorized access to another person's Account;
  12. Your use of the Services are subject to Tuneupskills's approval, which We may grant or deny in Our sole discretion;
  13. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
  14. You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
  15. You will maintain accurate Account information;
  16. You shall respond promptly to Students and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
  17. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Instructor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and will assume responsibility and liability for Your performance and compliance hereunder.

5. License to Tuneupskills

You hereby grant Tuneupskills a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. For more information on how we may use Submitted Content please visit Our Privacy Policy. Notwithstanding the foregoing, and subject to the Instructor Terms, if you are an Instructor, unless specifically stated otherwise, You have the right to remove all or any portion of Your Submitted Content from the Services at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

You hereby agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant Tuneupskills permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

6. Trust & Safety

By agreeing to these Instructor Terms, You also agree to abide by the Trust & Safety policies found  and more specifically, the list of restricted topics found. Please check both periodically as there will be minor changes made to the policies and restricted list from time to time. Tuneupskills reserves the right to remove Courses and Instructors at its sole discretion, as described in Our Terms of Use.

7. Restricted Persons We Cannot Do Business With

You hereby warrant that You are not a Restricted Person ("Restricted Person"). For purposes of the Instructor Terms, You are a Restricted Person if You or any officer, director, or controlling shareholder of the entity on behalf of which You are using the Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If You become a Restricted Person during the term of these Instructor Terms, You shall notify Tuneupskills within twenty-four (24) hours, and Tuneupskills shall have the right to terminate any further obligations to You, effective immediately and with no further liability to You, but without prejudice to Your outstanding obligations to Tuneupskills.

You agree that You shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

8. Pricing

As an Instructor, You will be responsible for determining the Base Price You charge Students for Your Course(s) from the Price Tier Matrix. You may select any increment as defined in the Price Tier Matrix by going to the Price Edit screen in your Instructor Account. You agree to charge only for Your own Submitted Content. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs). The Company will handle billing and other fee interaction with Students. When the Sale Currency is different than the Base Currency, Tuneupskills will determine the Sale Price using the most recently published Price Tier Matrix. The Company reserves the right to make changes to the Price Tier Matrix at any time.

As part of Your participation on Tuneupskills, You give Us permission to share Your Course, and information about You and the Course with Tuneupskills employees and selected partners, for which You will not receive compensation.

Tuneupskills offers certain programs that can help you market your Courses (“Marketing Programs”). Marketing Programs may include, but are not limited to, Tuneupskills's Deals Program and Marketing Boost Program. The complete list and terms of the currently available Marketing Programs are available under our, which may be updated from time to time. If You choose to participate, the fee You receive from Tuneupskills will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course.

You acknowledge that the amounts paid by Students for Courses sold through Marketing Programs are not fixed, and Tuneupskills has the sole discretion to determine those amounts and which Courses to offer as part of such Marketing Programs. Further, Tuneupskills does not guarantee any minimum level of success in connection with the Marketing Programs, and its selection of Courses to include is not an endorsement of those Courses, or of You. If You do not wish to participate in certain Marketing Programs, log into Your Account and opt out of them.

You may be able to increase Your sales by promoting Your Courses by using a coupon code that You have created on Tuneupskills.

9. Payments

If You do not opt into any of Tuneupskills’s optional Marketing Programs, We will pay You fifty percent (50%) of the Net Amount received for Your Course less any applicable deductions such as Student refunds (“Standard Revenue Share”). If Tuneupskills changes the Standard Revenue Share, we will provide you thirty (30) days notice via email or prominent notice on the Services.

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

As an Instructor, you are responsible for determining whether you are eligible to be paid by a US company.

Japan Specific Terms

The following terms apply to Our Instructors in Japan:

- The Standard Revenue Share to Instructor shall be 33% of the Net Amount received from Instructor’s Course(s).

10. Refunds

As an Instructor, you acknowledge and agree that Students have the right to receive a refund, as set forth in section 10 of Tuneupskills’s Terms of Use. Neither Instructors nor Tuneupskills shall receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to section 10 thereof. In the event that a Student requests a refund for a Course after Tuneupskills has sent an Instructor payment for that Course, Tuneupskills reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts refunded to Students for Instructor's Course to the extent no additional payments are due from Tuneupskills to Instructor or such payments due to the Instructor are insufficient to cover the amounts refunded to Students.

11. Taxes

You understand and agree that You are responsible for any taxes on Your income. We reserve the right to withhold payment if we do not receive proper tax documentation. With regard to sales tax on the sale of Your Courses, the following applies:

1. European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax ("VAT"), under applicable law, Tuneupskills will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Tuneupskills may at its Own discretion increase the Sale Price where Tuneupskills is of the view that VAT may be due and Tuneupskills will have a liability to account for such. You will indemnify and hold Tuneupskills harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Your Instructor Revenue or otherwise.

2. All Other Countries

For sales of any Courses or Submitted Content in countries other than the European Union, South Korea and Japan, You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses (which may be different to the tax authority in Your own location). Tuneupskills is unable to provide You with tax advice and You should consult Your own tax advisor.

12. Deletion of Your Account

If You wish to delete Your Instructor Account, You may do so by following the steps provided in the following. We will use commercially reasonable efforts make any remaining scheduled payments due and owing to You prior to deleting Your Account. You hereby understand and agree that if Student(s) have previously enrolled to Your Course(s), after Your Account has been deleted Your name and such Course(s) will remain accessible to those such Students who enrolled to Your Course(s). Should You require any assistance or encounter any difficulty in deleting Your Instructor Account You may also contact Us via email at support@tuneupskills.com, and We will make commercially reasonable efforts to respond to Your request within 24 hours.

13. Modifications to These Instructor Terms

From time to time, We may update these Instructor Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and Tuneupskills reserves the right to modify and/or make changes to these Instructor Terms at any time. If We make any material change We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Instructor Terms as changed. The revised Instructor Terms supersedes all previous Instructor Terms.

Affiliate Operating Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Tuneupskills, INC. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview.

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Tuneupskills’s Affiliate Program. The purpose of this Agreement is to allow you to make referrals from your website to the Tuneupskills website in the manner set forth herein. Please note that throughout this Agreement, "we," "us," and "our" will mean Tuneupskills, and "you," "your," and "yours" will mean you, the affiliate.

2. Enrollment in the Affiliate Program.

(a) Completion of the Application: If you have not already done so, you need to complete an application to the Affiliate Program. You need to identify your website, describe how you plan to implement the program, provide certain contact information.

(b) Acceptance of Your Application. You understand that we may accept or reject your application at our sole discretion. Your application will be rejected if any of the information you provide is incorrect or incomplete, or if your website promotes materials of a sexual, pornographic, violent, or defamatory nature, or if you or your website discriminate, violate any applicable law, violate any person’s intellectual property rights.

(c) You Will Be Given a Password to Access Specific Affiliate Information: You will be given a password so that you may enter our secure Affiliate Center. From this website you will be able to download the Referral Specifications and Referral Materials and receive your reports that will describe our calculation of the Referral Fees due to you. It is your responsibility to keep your username and password information secure.

3. As an Affiliate What You Have to Do.

(a) Link to Our Site:

(i) As a member of Tuneupskills’s Affiliate Program, you will implement the links, widgets, ads and other means of linking your website to our website pursuant to the Referral Specifications. At this site you will be able to download certain technical materials, including without limitations, links, HTML code, other software or applications, widgets, pixels, associated banner ads, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”).

(ii) We have the right to monitor your website as we feel necessary to make sure that you have used the Referral Materials and implemented and maintained the Referral Specifications properly. We will notify you of any changes that we feel should be made. Any failure by you to use the Referral Materials properly or to implement changes that we request will be a violation of this Agreement and grounds for termination.

(b) Give Us Your Full Cooperation: You agree to cooperate with us fully to establish and maintain any links between the our website and your website.

(c) Maintain Your Site: The maintenance and the updating of your website will be your responsibility. Because you are a member of our Affiliate Program and our information is updated often, it will be necessary for you to update the Referral Materials on your website on a regular basis to maintain consistency and accuracy between the our website and the Referral Specifications. We may monitor your website as we feel necessary to make sure it is up-to-date and to notify you of any changes we feel should be made, which changes you will promptly implement.

(d) Follow All Copyright Laws: It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your website. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.

4. As an Affiliate What You Need to Know and Understand.

(a) We Can Monitor Your Site: You give us the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement, and to notify you of any changes we feel you should make to remain in compliance. Failure to comply is a violation of this Agreement and grounds for termination.

(b) We Determine the Policies for the Purchases: Customers who purchase products through referrals made in the Affiliate Program will be considered our customers. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.

(c) You Cannot Send Out Publicity Without Our Consent: You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our consent.

(d) Starting Date of this Agreement: This Agreement will begin upon our acceptance of your Affiliate application.

(e) How this Agreement can be Ended: Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

(f) We Can Modify this Agreement: We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and Affiliate Program rules, or to Referral Specifications or Referral Materials. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.

5. As an Affiliate What You Receive.

(a) You Earn Referral Fees: Except in states in which such a transaction is not permitted, you are eligible to earn Referral Fees during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. The exact amount of Referral Fees due to you in any given quarter will be calculated in the following manner:

(i) The Referral Fee shall be forty percent (40%) of the amount actually received by us from a Referral that enrolls in a course on our website within thirty (30) days of our receiving the Referral, less taxes, returns, credits, and shipping. A “Referral” is a person that you refer from your website to our website using the Referral Materials in accordance with the Referral Specifications. Final determination as to whether to accept a Referral as a customer is at our sole determination.

(ii) Payment of Referral Fees will be made on a quarterly calendar basis, but only if your unpaid, cumulative quarterly Referral Fee earnings exceed $50. If your unpaid, cumulative quarterly Advertising Fee earnings are less than $50, they will be rolled to the following quarter. If this Agreement terminates, Referral Fees due at the time of termination will be paid at the end of the quarter following termination. Referral Fees are based on amounts we actually receive from Referral customers during the quarter.

(iii) If we determine that payment of Referral Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Referral Fees for any sales made in that jurisdiction.

6. Grant of Licenses.

(a) Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (i) grant your end-users access to our website solely through the Referral Materials used in accordance with the Referral Specifications and (ii) solely in connection with such activities, to use the Referral Materials and Referral Specifications. You may not alter, modify, or change the Link Referral Materials and Referral Specifications in any way. You are only entitled to use the Referral Materials and Referral Specifications to the extent that you are a member in good standing of our Affiliate Program.

(b) You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.

(c) Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7. As An Affiliate More Things You Need To Know and Understand.

(a) Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Tuneupskills. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

(b) Representations and Warranties: You represent and warrant to us that:

(i) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

(ii) You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

(iii) You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and,

(c) Limitations of Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT.

(d) Indemnification: You agree to indemnify and hold harmless Tuneupskills and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.

(e) Miscellaneous:

(i) Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.

(ii) You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. We are free to assign this Agreement.

(iii) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.

(iv) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

(v) This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

(vi) The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

(vii) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

(viii) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.

Tuneupskills Credits Program Terms & Conditions

The Tuneupskills credits program ("Program") is offered to anyone with a Tuneupskills account at the sole discretion of Tuneupskills, Inc. Participation in the Program is automatic. You will earn Tuneupskills credits ("Credits") any time you complete certain activities that are eligible for receiving Credits (each an "Eligible Activity"). For example, Tuneupskills may designate enrolling in a certain course as an Eligible Activity; as soon as you enroll in that course you will receive the Credits allocated for that Eligible Activity. Remember, to earn the Credits the activity must be an Eligible Activity and you must complete all steps associated with the Eligible Activity. There are a few additional rules and terms that apply to the Program:

  • The Program is void if prohibited by law.
  • Tuneupskills may change or terminate the Program at any time, with or without notice to you. However, any Credits earned prior to termination shall continue to be available until the expire.
  • If the Eligible Activity has conditions – such as an expiration date, or restrictions on how Credits can be used – you must comply with those conditions.
  • If you try to hack, tamper or otherwise "game" the Program, you lose all Credits and may be barred from the Program or from the Tuneupskills site.
  • Credits are automatically applied to courses and other products and services you order through the Tuneupskills site (subject to any restrictions). You do not have the ability to select how the Credits are applied.
  • If you receive a permitted refund for a course or product or service that was ordered using Credits, the refund will be in Credits to your account for the appropriate amount. The original expiration date for the refunded Credits will still apply.
  • Credits have no cash value and may not be traded or redeemed for cash, or assigned, sold or transferred to anyone else. However, if you purchase a course, product or service for someone else through your account your Credits will be applied to that purchase.
  • If taxes are owed on your Credits or their use or your participation in the Program, you are responsible for their calculation and payment.

If you have any questions about the Program, your account, or Tuneupskills