Terms of Service
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, CAREFULLY READ THESE TERMS OF SERVICE. BY CLICKING ON THE “I ACCEPT” BUTTON OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE SERVICES FROM YOU ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND PRÜF. FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND PRÜF ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS.
The Prüf Platform is an online platform that enables connections between individuals seeking tutoring instructional services (“Prüfees”) and individuals who desire to provide such services (“Prüfessors”, together with Prüfees, “Users”). Prüf does not guarantee that (i) any Prüfessor will be retained by a Prüfee, (ii) any training will meet a Prüfee’s needs nor (iii) any Prüfessor will be qualified or suitable for any particular Prüfee.
2. Acceptance of Terms:
3. Scope of Services:
Prüf maintains the Website and the Services subject to these Terms of Service. You are responsible for obtaining any equipment and Internet service necessary to access the Website and Services. Prüf may alter, suspend or discontinue this Website or the Services, in whole or in part, at any time and for any reason, without providing notice to You.
4. Use of the Services:
(b) Account Security. You are responsible for maintaining the confidentiality of Your username and password (“Login Credentials”), and You are solely responsible for all activities that occur under Your Login Credentials. You agree to notify Prüf immediately of any disclosure or unauthorized use of Your account credentials or any other breach of security.
(c) Usage by Minors. Prüf’s Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use its Services only in conjunction with and under the supervision of a parent or legal guardian. In such a case, the adult is the User and is responsible for any and all activities of the minor.
(d) Academic Integrity. You agree not to use Prüf’s Services or Website in any way that violates applicable academic honesty policies or other conduct policies of Your academic institution or workplace. You agree not solicit or hire tutors for the purpose of completing assignments, writing on Your behalf, or doing other work on Your behalf.
(e) Prüf as a Platform. The Prüf Services provide an exchange for enabling communication among Users. Prüf shall not be responsible for any acts or omissions of Users, and Prüf does not endorse any User or Session. Only You can decide which Sessions are best for You and Your goals. Further, Prüf disclaims all responsibility for the accuracy or completeness of any information listed in a User’s Profile, for the content of any Session or for Your success in using the Services. When interacting with other Users, You should exercise caution and common sense to protect Your interests, just as You would when interacting with other persons whom You do not know.
5. Prüfessor Background Checks:
If You are a Prüfessor, Prüf has the right, but not the obligation, to verify whether the information displayed in Your Profile is accurate. You hereby grant to Prüf the right to conduct background checks to confirm the accuracy of any User Information that is available on Your Account including without limitation Your name and address, e-mail address, telephone number, photographs, geographical location, billing information, Your professional degree program and institution and year of graduation, any post-graduation work experience, any other of Your qualifications, Your credit score and a criminal background check of You (collectively, “Background Checks”). PRÜFESSOR HEREBY GRANTS TO PRÜF THE RIGHT TO CONDUCT A CREDIT CHECK AND A CRIMINAL BACKGROUND CHECK BY REGISTERING WITH THE WEBSITE UPON RECEIVING YOUR EXPLICIT WRITTEN OR ELECTRONIC CONSENT. PRÜFESSOR AGREES AND ACKNOWLEDGES THAT PRÜF RESERVES THE RIGHT TO DISTRIBUTE RESULTING INFORMATION TO INTERESTED PRÜFEES POTENTIALLY SEEKING TO ENGAGE IN SESSIONS WITH YOU. Prüf is under no obligation to conduct Background Checks on Prüfessors, but Prüf may conduct a Background Check when a Prüfessor first registers with Prüf or from time to time thereafter as long as Prüfessor maintains an account with
6. Sessions and Bookings:
(a) Sessions. Using the Services, a Prüfee may search for a lesson or other instructional session (a “Session”) provided by a Prüfessor. Prüfees may view a Prüfessor’s Profile, including the Prüfessor’s Aggregate Rating (as defined below) and Background Check information, excluding credit checks, as determined by Prüf. Similarly, Prüfessors may view the Profiles of potential Prüfees for which they may perform Sessions.
(b) Booking. Prüfee may submit a booking request for a Session with a Prüfessor through the Services (a “Request”). Prüfessors must confirm or reject the Request within the period of time set forth on the Website, otherwise the Request will automatically be cancelled. Acting as the applicable Prüfessor’s limited payment collection agent, Prüf will collect the Session Fee from the applicable Prüfee at the time of booking confirmation ActiveUS 148982129v.1 (i.e. when the Prüfessor confirms the Request), at which point the Request will be confirmed (a “Booking”). Prüf will pay the Prüfessor the Session Fee (less 20% or such other commission as may be set forth on the Website from time to time, the “Prüf Fee”) within 24 hours of when the Session is completed (except to the extent that a refund is due to the Prüfee). If a Prüfee flags the Session via the Services, Prüf will, in its sole discretion, hold the payment until any potential dispute is resolved. Further, each User hereby covenants that such User shall arrange through the Services all lessons or instructional sessions between that User and any other Users to which it he or she is introduced through the Services, and shall not arrange such sessions outside of the Services or otherwise circumvent the Services.
(c) Cancellations and Refunds (i) Prüfee Cancellations. As a Prüfee, You may rescind Your Request at any time before the applicable Prüfessor confirms the Request. If, as a Prüfee, You wish to cancel a confirmed Booking prior to the Session, You may do so without monetary penalty up to 24 hours prior to the start time such Session. If You cancel within 24 hours of the start time of the applicable Session, You will be charged the full Session Fee. An indication of the number of cancellations any Prüfee has made will be made public on that Prüfee’s Profile. Rescinding a Request before it has been confirmed as a Booking will not count as a cancellation for the purposes of the preceding sentence. (ii) Prüfessor Cancellations. If, as a Prüfessor, You wish to cancel a confirmed Booking prior to the Session, You may do so without monetary penalty up to 24 hours prior to the start time such Session. Prüf will refund the Session Fee for such Session to the applicable Prüfee(s) within a commercially reasonable time of the cancellation. If you cancel within 24 hours of the start time of the applicable Session, You will be charged a cancellation fee of 50% of the full Session Fee, which will be deducted from the credit card or bank account that You have associated with Your Prüf account. An indication of the number of cancellations any Prüfessor has made will be made public on that Prüfessor’s Profile. Prüf may also impose a repeated cancellation fee or terminate Your account. (iii) Prüf Cancellations. Prüf may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking. Prüf may also determine, in its sole discretion, to refund to the Prüfee part or all of the amounts charged to the Prüfee. You agree that Prüf and the relevant Users will not have any liability for such cancellations or refunds.
Prüf is only a platform for connecting Users with one another. You are solely responsible for understanding and evaluating any tax liability related to the Sessions and for determining the need to report any income pursuant to the requirements of local, state, or federal law. Prüf cannot and does not offer tax advice to Users; Prüf recommends that You consult with a tax advisor instead. You are solely responsible for any taxes arising from Your use of the Services, excluding Prüf’s income.
8. Ratings and Comments:
Each Prüfee may rate the applicable Prüfessor after each Session that such Prüfee attends (a “Rating”) and may also provide additional comments (“Comments”). The Services may display an aggregation of the Ratings that each individual Prüfessor has received as part of the Services (an “Aggregate Rating”) and any applicable Comments. A User’s Aggregate Rating and Comments may be disclosed and/or visible to all Users in the ordinary course of their use of the Services. Each Prüfessor’s Aggregate Rating is based on criteria developed by Prüf related to the ratings that such Prüfessor has received from applicable Prüfees. Users irrevocably grant Prüf world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use and disclose the Ratings and Comments for any purpose.
9. Intellectual Property Rights; Restrictions:
(a) Website Content. All of the content on this Website and the Services, including without limitation the images, graphics, information, text, data, links, as well as the underlying software, networks and systems that support this Website and other material accessible through the Website or Services, whether created by Prüf, provided by You or provided by a third party, for display on the Website or through the Services (“Content”) is owned by or under ActiveUS 148982129v.1 license to Prüf and is protected by applicable trademark, copyright, or other rights. Users have a non-transferable, non-sublicensable, non-exclusive, revocable, and limited right to access and use the Website and Services and their Content solely for their internal business purposes or personal use, subject to these Terms of Service. The Content may contain typographical errors, other inadvertent errors, or inaccuracies. Prüf reserves the right to make changes to document names and content, descriptions or specification, or other information, without obligation to issue any notice of such changes. You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions: (i) You may only use the Content for internal informational purposes in compliance with all laws and regulations that apply to You. You may not reproduce or transmit any part of this Website, Services or Content in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose. (ii) You may not modify, alter, or prepare derivative works based on the Content, or distribute copies of or publicly perform or display the Content, including without limitation by posting the Content on any network computer or distributing the Content on or in any media. (iii) You may not remove copyright, trademark, and other proprietary notices from the Content. Nothing contained within this Website or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Website, the Services or any Content, except as expressly permitted by these Terms of Service or with Prüf’s prior written permission or the permission of the third party that owns the trademark or copyright of the Content.
(b) User Content. Content provided by Users (“User Content”) shall belong to Prüf. Prüf may post such User Content on the Website or through the Services and may use such User Content for the purpose of the provision of its Services generally. Each Prüfessor hereby grants to Prüf the right to use, display and publish, in print or electronically, including without limitation through the Website and Services, such Prüfessor’s Profile and photograph (if provided by Prüfessor) in its sole discretion; provided that Prüf will not disclose such Prüfessor’s full name or contact information unless except to a User through the Website or the Services.
(c) Content Ownership and License. Unless otherwise noted, all Content contained on the Website or Services is the property of Prüf and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners. (d) Copyright Infringement; Notice and Take Down Procedures. If You believe that any Content on this Website infringes Your copyright, You may request that such Content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (i) identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the Content that You believe to be infringing and its location, including a description of the Content, and its Website location or other pertinent information that will help Prüf to locate such Content; (iii) Your name, address, telephone number and email address; iv. a statement that You have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in Your claim is accurate; and (vi) a statement that “under penalty of perjury,” You declare that You are the lawful copyright owner or are authorized to act on the owner’s behalf. ActiveUS 148982129v.1 Prüf’s agent for copyright issues relating to this Website is: Gary Schall. In an effort to protect the rights of copyright owners, Prüf maintains a policy for the termination, in appropriate circumstances, of Users of this Website who are repeat infringers.
10. Prohibited Activities:
Prüf reserves the right to investigate, suspend and/or terminate Your Account if You have misused the Website or the Services or behaved in a way that Prüf regards as inappropriate or unlawful. The following is a partial list of the type of actions that You may not engage in with respect to the Website or the Services. You shall not: use the Website or the Services for the purpose of gathering competitive intelligence about Prüf, the Website, the Services or any product or service offered by Prüf or to otherwise compete with Prüf or its affiliates; disturb or interfere with the operation of the Website or Services in any manner including without limitation by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of the Website or the Services; manipulate, by any means, the information available through the Website and Services (including without limitation through the use of an alias or decoys or by placing false qualifications or opportunities); transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Prüf; provide information which is incorrect or misleading; post false, inaccurate, misleading, defamatory, or libelous content (including without limitation personal information); post hateful or racially or ethnically objectionable Content; post content which infringes another's copyright, trademark or trade secret; post unsolicited advertising or unlawfully promote products or services; harass, threaten or intentionally embarrass or cause distress to another User or entity; impersonate another User; exploit children under 18 years of age; introduce viruses, worms, Trojan horses and/or harmful code into the Website or Services; obtain unauthorized access to any computer system or confidential information through the Website; harvest or otherwise collect information about Users, including email addresses, without their consent; invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 18 years of age); violate, or encourage others to violate any federal, state, local, or international law or regulation. “stalk” or otherwise harass any person; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or their contents; “frame” or “mirror” any part of the Services, without the Company's prior written authorization; modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services any software used on or for the Services, or cause others to do so; post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Services other than solely in connection with Your use of the Services in accordance with this Agreement.
11. Assumption of Risk:
Except to the extent, if any, that Prüf serves as a communications platform for Users, Prüf does not take part in the interaction among Users. Prüf cannot confirm that Users are who they claim to be. Prüf does not assume any responsibility for the accuracy or reliability of this information or any information exchanged between Users through Prüf. Prüf does not have control over the quality, timing, legality, failure to provide, or any ActiveUS 148982129v.1 other aspect whatsoever of any Session delivered by Prüfessors While Prüf uses good faith efforts to perform Background Checks on each Prüfessor on the Website or Services, Prüf is not able to provide any assurances regarding the trustworthiness or skill of any User and the information they provide via the Website or Services. Prüf is not responsible for the conduct of any User.
In no event shall Prüf, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of You or anyone else in connection with the use of the Website or Services including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Users or persons You meet through the Website or Services. You agree to take all necessary precautions in all interactions with other Users.
12. Disputes Among Users:
In the event that You have a dispute with one or more Users, You hereby release Prüf, and Prüf’s officers, directors, agents, investors, subsidiaries, and employees from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
13. Disclaimer of Warranty:
Prüf disclaims all liability in connection with any interactions, correspondences, transactions, and other dealings that You have with any third parties including without limitation Users found on or through the Website or Services (including on or via linked websites or advertisements). Any such interactions, correspondences, transactions, and other dealings are solely between You and the third party (including without limitation issues related to the content of third party advertisements, hiring, training, warranties, privacy and data security, and the like). Under no circumstances will Prüf be liable for any loss or damage caused by Your reliance on information included on the Website or available through the Services. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website and Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
YOU ACKNOWLEDGE THAT THE WEBSITE AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” AND ARE BASED IN PART ON INFORMATION SUPPLIED BY THIRD PARTIES WHICH ARE NOT VERIFIED BY PRÜF, AND THAT ANY SESSION OR OTHER CONTACT OBTAINED THROUGH, OR AS A RESULT OF, THE USE OF THE WEBSITE IS AT YOUR SOLE RISK AND DISCRETION. PRÜF AND ANY OF ITS AFFILIATES ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF THE WEBSITE OR SERVICES. EXCEPT AS SET FORTH IN THIS SECTION, PRÜF PROVIDES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF PRÜF, ITS AFFILIATES OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON THIS WEBSITE, OR THROUGH THE SERVICES, IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE, THE SERVICES OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, NONE OF PRÜF, ITS AFFILIATES OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
You agree to indemnify, hold harmless and, at Prüf’s option, defend Prüf from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to attorneys’ fees, ActiveUS 148982129v.1 resulting directly or indirectly from a claim by another User or any third party that arises in connection with Your use of the Website or Services or Your acts or omissions in connection with any arrangement between You and another User.
15. Limitation of Liability:
IN NO EVENT SHALL PRÜF BE LIABLE TO ANY USER OF THIS WEBSITE OR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE, SERVICES OR ANY RELATED INFORMATION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PRÜF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
YOU AGREE AND ACKNOWLEDGE THAT PRÜF’S TOTAL CUMULATIVE LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, THE CONTENT, OR SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED $10 IN THE AGGREGATE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Third-Party Websites, Products, or Services:
(a) Links to Third Party Websites. The Website and Services may contain links to non-Prüf websites that are provided to You as a convenience. Any outside website accessed from the Website or Services is independent from Prüf, and Prüf has no control over the content of such websites. Prüf is not responsible for the content of any linked website or for any loss or damage incurred in connection with Your use of such links or dealings with the operators of such non-Prüf websites.
(b) No Implied Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Prüf of that third party or of any product or service provided by a third party. Likewise, a link to a non-Prüf website does not imply that Prüf endorses or accepts any responsibility for the content or use of such website. Prüf does not endorse, warrant or guarantee any product or service offered by any third party accessible through the Website or Services and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, You are responsible for exercising appropriate judgment and caution.
(a) Termination by Prüf. Prüf may terminate any User’s access to the Website and Services, in Prüf’s sole discretion, for any reason and at any time, with or without prior notice. It is Prüf’s policy to terminate Users who violate these Terms of Service, as deemed appropriate in Prüf’s sole discretion, but Prüf may also terminate access as provided for in the preceding sentence. Prüf may terminate Your access to the Website and/or the Services if You do not use Your Account for a lengthy period, as determined by Prüf from time to time in its sole discretion. You agree that Prüf is not liable to You or any third party for any termination of Your access to the Website or the Services.
(b) Termination by You. You may terminate Your Account at any time by deleting Your Account.
(c) Reactivation. Provided that You deleted Your Account or You allowed Your Account to lapse by not using Your Account for a sufficiently long period, You may reactivate Your Account by following the process set forth by Prüf from time to time, during a time period established by Prüf from time to time ActiveUS 148982129v.1 following the deletion or deactivation of Your Account. If Your Account may no longer be reactivated, Prüf may, in its discretion, permit You to create a new account.
18. Governing Law:
These Terms of Service shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, excluding: its conflicts of laws principles; the United Nations Convention on Contracts for the International Sale of Goods; the 1974 Convention on the Limitation Period in the International Sale of Goods; and the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.
19. Agreement to Arbitrate:
This Arbitration section will survive the termination of Your relationship with Prüf.
20. Entire Agreement: