Terms of Service

Last Updated: May 27, 2021

USE OF MICHAEL’S ENGLISH CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE

AND THE MICHAEL’S ENGLISH PRIVACY POLICY.

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF USE BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES.

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF MICHAEL’S ENGLISH. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW.

Acceptance of These Terms of Use

MICHAEL’S ENGLISH (the “Company”) is the owner and operator of MichaelsEnglish.org (the “Site”), and the Michael’s English mobile application (“App”)(collectively, “MICHAEL’S ENGLISH” “we” or “us”). The services offered by us include the Site, App, and any other features, domains, content, services, software, products, documents, forms, platform, websites, and/or applications offered from time to time by us in connection with the Site and App (collectively “Platform” or “Services”).

These Terms of Use apply to your use of the Services. These Terms of Use do not apply to your use of third party websites of any other companies, organizations or individuals or to which this Site links. By visiting the Site or using the Services, you agree to be bound to these Terms of Use, whether or not you are a user or Account Holder of MICHAEL’S ENGLISH or hold a MICHAEL’S ENGLISH account (“Account”). These terms and conditions constitute a legally binding agreement between you and MICHAEL’S ENGLISH. MICHAEL’S ENGLISH makes the Services available to you, conditioned on your acceptance of these terms, conditions and notices. If you choose not to accept these Terms of Use at any time, leave the Site immediately and DO NOT USE the Services.

Modification

We reserve the right to modify these Terms of Use at any time. You should check these Terms of Use periodically for changes. Such changes shall become immediately effective upon the posting thereof. By using this Site or Services, you agree to accept all changes to our terms of use, whether or not you have reviewed them.

Age and Residency Requirements

The Services are offered and made available only to users who are the legal age of majority in the jurisdiction in which they reside or are otherwise able to form a binding contract with MICHAEL’S ENGLISH in order to use the Services.

MICHAEL’S ENGLISH may not be appropriate or available for use outside of the United States. If you access or use the Site from jurisdictions outside of the United States, you do so at your own risk and You shall be solely responsible for fully complying with all applicable foreign, United States, state, and local laws and regulations.

In order to access or use MICHAEL’S ENGLISH, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity that is ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.

You warrant that you are not prohibited from receiving U.S. origin products, including services or goods. You also warrant that you shall obtain or have advance authorization by the appropriate government authorities to directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any good or service to any Site user.

By using or attempting to use the Site or Services, you certify that you are the legal age of majority in the jurisdiction in which you reside and meet any other eligibility and residency requirements of the Site and Services. If you are not yet the required age and/or do not meet any other eligibility requirements, please discontinue using the Site and Services immediately.

About MICHAEL’S ENGLISH

MICHAEL’S ENGLISH provides materials and resources for English language learners to give users the tools to communicate powerfully, clearly and effectively in English. MICHAEL’S ENGLISH’s offers different levels of use: free email list, intro offer, lead offer, and bullseye offer.

Consent to Receive Emails

By creating an Account, you agree to receiving communications from MICHAEL’S ENGLISH, such as newsletters, special offers, and Account reminders and updates. You can remove yourself from these communications by clicking the “Unsubscribe” link in the footer of the actual email.

Free Email List

Users can sign up for free email list by providing an email address and name. Users will receive a word of the week by signing up for the free email list.

Intro Offer

Users must create an account to access the intro offer. The intro offer includes five (5) resources for a bundle price or individual price each. The resources include, without limitation, lessons about irregular verbs, determiners, commas, articles, and participles.

Lead Offer

Users must create an account to access the lead offer. The lead offer includes access every week to chapters from literature that will have vocabulary explanations and possibly exercises for a flat monthly fee.

Bullseye Offer

Users must create an account to access the bullseye offer. The bullseye offer includes access to resources for a lifetime fee or annual fee.

Account Set Up

In order to use MICHAEL’S ENGLISH, you will be prompted to create an Account, which includes email and password. When creating your Account or profile, you must provide true, accurate, current, and complete information. Each email and corresponding password can be used by only one user. You are solely responsible for the confidentiality and use of your email, and password, as well as for any use, misuse, or communications entered through the Platform using one or more of them. We reserve the right to delete or change your email or password at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. We will not be liable for any loss or damage caused by any unauthorized use of your Account.

MICHAEL’S ENGLISH Account Holders

In order to use certain features of MICHAEL’S ENGLISH, you must become a MICHAEL’S ENGLISH account holder (“Account Holder”).

In order to access certain Platform features, you may elect to purchase a subscription.

By purchasing a subscription, you agree to an initial and recurring annual subscription fee at the then-current annual subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription.

Once you subscribe, we will automatically process your MICHAEL’S ENGLISH subscription fee in the next billing cycle. MICHAEL’S ENGLISH will continue to automatically process your subscription fee each month or each year, whichever is applicable, at the then-current annual subscription rate, until you cancel your subscription.

You are responsible for maintaining current billing information on file with MICHAEL’S ENGLISH. We will store your payment method on file to allow you to easily make additional discretionary purchases, and to help keep your Account active through the use of automatic payments. In the event we are unable to charge your primary method of payment, we may attempt to charge other payment methods we have on file for you. We reserve the right to automatically downgrade your MICHAEL’S ENGLISH subscription if we are unable to successfully charge any of the payment methods we have on file for you.

Trial Offers

MICHAEL’S ENGLISH offers a 14-day guarantee or issue a refund if you are not satisfied with your subscription.

MICHAEL’S ENGLISH may automatically charge you at the end of the Trial or for a subscription renewal unless you notify us that you want to cancel or downgrade your Account.

Refund Policy

We want you to be 100% satisfied with your MICHAEL’S ENGLISH Account Holdership. If you are less than satisfied or believe there has been an error in billing, please contact us using the email: support@michaelsenglishorg.wpcomstaging.com, so that we can help you resolve the issue, provide a refund, or offer Platform credit.

When contacting us, please include any relevant details so that we can ensure you are completely satisfied with your MICHAEL’S ENGLISH experience. All refund requests must be made within 14 days of purchase.

We reserve the right to change our pricing from time to time, but our price changes will always be prospective and not retroactive.

MICHAEL’S ENGLISH does not assume any responsibility for any consequence of using the Platform. MICHAEL’S ENGLISH expressly disclaims and you hereby release MICHAEL’S ENGLISH from any and all liability with respect to actions or omissions on the Platform.

CHARGEBACKS AND FRAUD

You agree that to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, or withdrawal; (ii) discover erroneous transactions; or (iii) have supplied our Services in accordance with this Agreement yet we receive any chargeback from the payment method used by you or used to pay you.

You agree that we have the right to make appropriate reports to credit reporting agencies and law enforcement authorities, to charge your payment method or linked bank account, offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, or obtain reimbursement from you by any other lawful means for any amounts owed, plus any applicable processing fees, charges, or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to MICHAEL’S ENGLISH and close your Account.

You agree that we may place a hold on any or all of your payments when we believe there may be a high level of risk associated with you. If we place a hold on any of your payments, you will be provided with notice of our actions and the way in which to resolve the issue.

If you are involved in a dispute, in certain circumstances we may place a temporary hold on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the temporary hold.

Prohibited Uses of MICHAEL’S ENGLISH

You agree not to use MICHAEL’S ENGLISH for any unlawful purpose or any purpose prohibited under these Terms of Use. You agree not to use the Platform in any way that could damage the Platform, or general business of the Company. Furthermore, you agree not to access or use MICHAEL’S ENGLISH, its products and services, including without limitation content and documents accessible via the Platform for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the Site or Services or (ii) allowing access to your Account by a direct competitor or prospective competitor of MICHAEL’S ENGLISH.

Your violation of any of the aforementioned and following prohibitions automatically terminates your right to use MICHAEL’S ENGLISH and the Platform and you are on notice that we intend to pursue our legal remedies for any violation.

Additionally, you shall not use, allow, or enable others to use the Platform, or knowingly condone use of the Platform by others, in any manner that is, attempts to, or is likely to:

Harass, abuse, or threaten others or otherwise violate any person, firm or enterprise’s legal rights, including without limitation, rights of publicity or privacy;
Violate any intellectual property rights of the Company or any third party;
Upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
Perpetrate any fraud, including without limitation, to impersonate anyone else or which may appear to impersonate anyone else;
Engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
Publish or distribute any obscene or defamatory material;
Publish or distribute any material that incites violence, hate, or discrimination towards any group;
Unlawfully gather information about others;
Attempt to reverse engineer or disassemble any code or software from or on the Platform;
Violate the security of the Platform through any unauthorized access;
Violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, or any treaties
Gain unauthorized access to MICHAEL’S ENGLISH, the Platform, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Platform or to use the Platform in any manner which violates or is inconsistent with these Terms of Use;
Modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of MICHAEL’S ENGLISH or the rights or use and enjoyment of the Platform by any other person, firm or enterprise;

In addition, certain general information and articles that may be of interest to Users and Account Holders may be available through MICHAEL’S ENGLISH. While we try to ensure that any information on the Platform is both timely and accurate, errors may appear from time to time. MICHAEL’S ENGLISH does not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

Termination of Account and Access Restriction

MICHAEL’S ENGLISH reserves the right, in its sole discretion, to downgrade or terminate your access to the Platform, for any reason and at any time without prior notice. We may suspend or terminate your use of MICHAEL’S ENGLISH if you are not complying with these Terms of Use, or if you are using the Platform in a manner that would expose us to legal liability, disrupt the Services or disrupt others’ use of the Platform.

In the event MICHAEL’S ENGLISH elects to terminate your Account, MICHAEL’S ENGLISH will provide you with notice at your registered email address.

MICHAEL’S ENGLISH also reserves the right to modify or discontinue, either temporarily or permanently, any part of its Services without notice. You agree that MICHAEL’S ENGLISH will not be liable to you or to any third party for any modification, suspension, or discontinuance of your Account or Subscription to MICHAEL’S ENGLISH.

Service Interruptions

MICHAEL’S ENGLISH may need to interrupt your access to the Platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Platform may be affected by unanticipated or unscheduled downtime, for any reason, but that MICHAEL’S ENGLISH shall have no liability for any damage or loss caused as a result of such downtime.

Data Loss

MICHAEL’S ENGLISH does not accept responsibility for the security of your Account or content. You agree that your use of the Site is at your own risk.

MICHAEL’S ENGLISH Intellectual Property

MICHAEL’S ENGLISH, the Platform, and materials, contracts and content on this Site is protected by copyright laws, including without limitation as a collective work or complication, international treaties, trademarks, service marks, and other intellectual property laws and treaties.

You acknowledge that the MICHAEL’S ENGLISH Platform contains original works that have been developed, created, prepared, compiled, and arranged by MICHAEL’S ENGLISH. You also acknowledge that a substantial amount of money, time and effort has been put forth to create MICHAEL’S ENGLISH. You acknowledge that MICHAEL’S ENGLISH, the Platform, and materials, contract templates, questionnaires, and content on this Site are valuable intellectual property of MICHAEL’S ENGLISH. All present and future rights in copyrights, trademarks, service marks, trade secrets, patents, designs, systems, processes, and other proprietary or intellectual property rights of any type, improvements, and derivative works relating to MICHAEL’S ENGLISH shall, as between you and MICHAEL’S ENGLISH, be and continue to be the sole and exclusive property of MICHAEL’S ENGLISH at all times.

All trademarks, service marks, logos, graphics, domain names, meta tags, trade dress, and trade names applicable to MICHAEL’S ENGLISH ‘s business, operations, facilities, products and services (collectively, ” MICHAEL’S ENGLISH Intellectual Property”) are owned exclusively by MICHAEL’S ENGLISH. MICHAEL’S ENGLISH Intellectual Property may not be used in connection with any product or service that is not MICHAEL’S ENGLISH ‘s in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits MICHAEL’S ENGLISH.

All other trademarks, service marks, logos, graphics, product names and company names not owned by MICHAEL’S ENGLISH that appear on this Site are the property of their respective owners.

Upon your acceptance of these Terms of Use, MICHAEL’S ENGLISH grants you a limited, non-exclusive and non-transferable license to access and use the Platform only as expressly permitted in these Terms of Use and in accordance with your Account subscription. You shall not use or permit use of MICHAEL’S ENGLISH for any illegal purpose or in any manner inconsistent with the provisions of these Terms of Use. If you intend to or do become a direct competitor of MICHAEL’S ENGLISH, you may not access or use the Platform without MICHAEL’S ENGLISH’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms of Use, MICHAEL’S ENGLISH grants you permission on a non-exclusive, non-transferable, limited basis to access and download documents created for use in connection to and in accordance with your Account subscription on the Platform. You are strictly prohibited from reproducing or creating derivative works based upon materials made available to you on the Platform for any purpose. Any violation of this section in these Terms of Use may result in the immediate termination of your right to use MICHAEL’S ENGLISH, as well as potential liability for copyright infringement or other claims.

Any unauthorized use of MICHAEL’S ENGLISH’s Intellectual Property, without proper license agreements with MICHAEL’S ENGLISH, is strictly prohibited.

Any unauthorized use of the content included on this Site is prohibited by law and may result in civil and criminal penalties. Except as otherwise set forth herein, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content (including, without limitation, any text, graphics, logos, buttons icons, images, audio clips, products, services or software) obtained from this Site. You may not frame, or use any framing technique to enclose any trademark, logo, or other proprietary information (including, but not limited to, images, text, flash movie, page layout, or form) of MICHAEL’S ENGLISH, without the express consent of MICHAEL’S ENGLISH. You may not use meta tags or any other “hidden text” which utilize MICHAEL’S ENGLISH, or any other derivative of our domain, company name or registered trademarks without the express written consent of MICHAEL’S ENGLISH. You are hereby granted a limited, revocable, and nonexclusive right to create a hyperlink to the Home page or any Dynamic Deep Link (DDL) of this Site so long as the link does not portray any false, misleading, derogatory, or otherwise offensive matter

If you believe that your work has been copied in a way that constitutes copyright infringement,, please notify MICHAEL’S ENGLISH ‘s agent for notice of claims of copyright infringement (“Copyright Agent”), at MichaelsEnglish.org.

You must provide our Copyright Agent with a Notice of claimed infringement that includes substantially the following information:

an electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest at issue (i.e., trademark);
Identification of the copyrighted work (or works) that you claim has (or have) been infringed;
Describe the material on the Site that you claim is infringing, and the location of where the work exists (for example, the URL of the page of the website where it is lawfully found; the name, edition and pages of a book from which an excerpt was copied, etc.);
Clearly describe where the infringing material is located on our Site, including as applicable its URL, so that we can locate the material;
Your full name, address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and;
Any other information that will aid in our investigation (i.e., copyright registration, etc.)
A statement by you declaring under penalty of perjury that

the above information in your Notice is accurate, and

(ii) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

MICHAEL’S ENGLISH will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).

SENDING US A COUNTER NOTICE IF YOUR POSTING WAS REMOVED BUT YOU BELIEVE IT IS NOT INFRINGING

If you posted material that was removed in response to a notice of infringement and you believe the material was removed due to mistake or misidentification, you may request us to replace the posting by sending us a counter notice to our Copyright Agent as shown above.

Your counter-notice must be a written communication and must include substantially the following information: (1) your physical or electronic signature; (2) 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; (3) a statement under penalty of perjury that you have 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 (4) your name, address, telephone number and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification of copyright infringement or an agent of such person.

When we receive a counter notice that complies with these requirements, we reserve the right, but not the obligation, to restore the material that was removed after forwarding a copy of the counter notice to the person who sent the notice of infringement and waiting at least ten (10) business days for such person to respond.

Trademark Infringement Notice Policy

If you are a trademark owner and you believe your trademark is being infringed on or in connection with the MICHAEL’S ENGLISH Platform, you (or a representative authorized by you) may submit a trademark infringement notice to MICHAEL’S ENGLISH after you have first attempted to contact the allegedly infringing individual or entity and have either not be able to contact the alleged trademark infringer or are unable to reach a resolution with them.

Your trademark infringement notice should provide the following information:

the trademark owners name and contact information;
Identification of the trademark that you claim has (or have) been infringed;
the source or location of the infringing uses; and
a penalty of perjury statement as to ownership or right to act on behalf of the owner.

The trademark infringement notice should be emailed toMichaelsEnglish.org.

So long as the complaint in the trademark infringement notice is reasonable, which shall be determined in MICHAEL’S ENGLISH’s sole discretion, MICHAEL’S ENGLISH will perform a limited review and remove content that appears to be a clear infringement of trademark. MICHAEL’S ENGLISH may provide the complaint and your contact information included to the person or entity that you identify as the source or cause of the infringement for the purpose of encouraging communication and resolution.

Disclaimer Regarding Links

The Services we provide include suggesting content that may be of interest to you. As a result, there are links on the Site to third party sites. These links are provided for convenience only, and do not mean that MICHAEL’S ENGLISH endorses or recommends the information contained in linked web sites, or guarantees its accuracy, timeliness or fitness for a particular purpose. MICHAEL’S ENGLISH takes no responsibility for the content or practices of third party sites. If you choose to visit a third party’s site, please be aware that the third party’s terms of use, and not that of MICHAEL’S ENGLISH will govern your use of the third party’s site.

Warranty Disclaimer: Liability Disclaimer; Disclaimer of Consequential Damages

Your use of the MICHAEL’S ENGLISH Site and Services is at your own risk.

The provisions in these Terms of Use that provide for disclaimer of warranties, limitation of liability, or exclusion of damages is an agreed allocation of the risks of these Terms of Use and Platform between you and us, which is an essential element of the basis of the bargain between you and us. Each provision in these Terms of Use is severable and independent of these Terms of Use, and each of these provisions will apply even if a warranty or other provision in these Terms of Use has failed their essential purpose.

You expressly understand and agree that this Site and Services are provided on an “as is” “as available” basis. MICHAEL’S ENGLISH does not warrant that Site or Services will be uninterrupted or error-free, and MICHAEL’S ENGLISH makes no warranty as to the accuracy, completeness, authenticity, or reliability of any information or content available through the Site. MICHAEL’S ENGLISH expressly disclaims any and all warranties of any kind with respect to the Site and Services and the information or content available through the Site, including but not limited to any implied warranties of expectation of privacy, merchantability or fitness for a particular purpose. The Site and Services are always subject to change.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL MICHAEL’S ENGLISH OR ANY OF THE COMPANY’S OFFICERS, LLC ACCOUNT HOLDERS, SHAREHOLDERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND ADVERTISERS BE LIABLE FOR ANY SPECIAL, CIRCUMSTANTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR LOSS OF BUSINESS, GOODWILL, WORK STOPPAGE, EVEN IF NOTIFIED OF THE LIKELIHOOD OF SUCH LOSSES, WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

USE OF THE PLATFORM, SERVICES, DOCUMENTS, CONTENT, AND OTHER MICHAEL’S ENGLISH FEATURES, OR INABILITY TO USE THE SAME,
MISTAKES, OMISSIONS, DELETIONS, OR INACCURACIES OF DOCUMENTS, CONTENT, MICHAEL’S ENGLISH FEATURES, OR SERVICES MADE AVAILABLE VIA MICHAEL’S ENGLISH, TRANSMISSION, OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OR RELIANCE ON THE SAME, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHER LEGAL THEORY, AND WHETHER OR NOT MICHAEL’S ENGLISH OR ANY OF THE COMPANY’S OFFICERS, LLC ACCOUNT HOLDERS, SHAREHOLDERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND ADVERTISERS ARE APPRISED OF THE POSSIBILITY OF SUCH DAMAGES,
ANY LOSS OF YOUR CONTENT, DOCUMENTS, OR DATA,
ANY VIRUSES, TROJAN HORSES, BUGS, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, DOCUMENTS, MICHAEL’S ENGLISH FEATURES, OR SERVICES BY ANY THIRD PARTY,
ANY INTERRUPTION OR STOPPAGE OF TRANSMISSION TO OR FROM OUR SERVERS,
PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF MICHAEL’S ENGLISH,
ANY UNAUTHORIZED ACCESS TO OR USE OF MICHAEL’S ENGLISH AND/OR ANY AND ALL FINANCIAL INFORMATION AND/OR PERSONAL INFORMATION STORED THEREIN, AND/OR
ANY DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF USE OR OUR PRIVACY POLICY

OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR TO YOUR USE OF THE MICHAEL’S ENGLISH PLATFORM (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM OR ACTION IS BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MICHAEL’S ENGLISH FOR THE MICHAEL’S ENGLISH SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS OF USE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CAP ON DAMAGES.

Indemnification

You agree to defend, indemnify, and hold us and any of our affiliates, as well as our and their officers, LLC Account Holders, shareholders, directors, trustees, employees, agents, licensors, representatives and advertisers harmless from any and all third-party claims, liability, damages, costs, and expenses, including without limitation attorneys’ fees, arising from or related to, as applicable: (a) your access to and use of the Platform; (b) breach or violation of these Terms of Use by you or anyone authorized by you, as applicable, or arising from or associated with any content, data, messages, or materials you submit or post; (c) any products or services purchased or obtained by you in connection with the Site; (d) infringement of any intellectual property or other right of any person or entity by you; or (e) violation of any law or regulation, or misappropriation or violation of the rights of any other party by you.

MICHAEL’S ENGLISH retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree and you agree to fully cooperate with us. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You agree not to settle or compromise any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent.

Disclosure of Your Information

We may be legally compelled to disclose certain Information of yours. You agree that in the event we receive a subpoena issued by a court or from a law enforcement or government agency, we shall comply with such subpoenas without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto. You agree that in the event we receive a subpoena issued by a court or from a law enforcement or government agency, we shall comply with such subpoenas without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto.

Our Privacy Policy is hereby incorporated into this Agreement by reference. We are committed to protecting your privacy and security and have explained in detail what we do in our Privacy Policy. Please read it.

Changes to the Site

MICHAEL’S ENGLISH retains title and ownership of the Site and may make changes or improvements to Site and Services at any time without notice.

Termination

Either party may terminate the agreement made in these Terms of Use at any time by notifying the other party. MICHAEL’S ENGLISH may also terminate or suspend your access to or ability to use any and all Services immediately, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the terms or conditions of this Agreement. In particular, MICHAEL’S ENGLISH may immediately terminate or suspend Accounts that have been flagged for repeat copyright infringement.

Upon termination of your access to or ability to use a Service, including but not limited to suspension of your Account, your right to use or access that Service and any content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to MICHAEL’S ENGLISH or any third party.

Governing Laws

We operate and control our Site and Services from our office located in the U.S. We do not represent that the Site or Services are appropriate for use in other locations. Persons or entities who access or use the Site or Services from other locations are responsible for compliance with local laws, if and to the extent local laws are applicable.

Your use of the Site, Services, these Terms of Use and Privacy Policy will be governed by state and federal laws of the State of Florida without regard to principles of conflicts of laws and will be enforced under the state and federal laws of the State of Florida.

Mandatory Arbitration; Intellectual Property Litigation Exception; Waiver of Class Actions

PLEASE CAREFULLY READ THIS SECTION. IT AFFECTS YOUR LEGAL RIGHTS AND WAIVES YOUR RIGHT TO FILE A LAWSUIT IN COURT, EXCLUDING CERTAIN INTELLECTUAL PROPERTY DISPUTES

You agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Mandatory Arbitration; Intellectual Property Litigation Exception; Waiver of Class Actions section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to:

claims arising out of or relating to any aspect of the relationship between you and MICHAEL’S ENGLISH, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory;
claims that arose before these Terms of Use or any prior Terms of Use; and
claims that may arise after the termination of these Terms of Use.

The only disputes excluded from this waiver are the litigation of certain intellectual property disputes.

Initial Informal Dispute Resolution

You and MICHAEL’S ENGLISH agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly. Good faith negotiations between you and MICHAEL’S ENGLISH shall be a condition to either party initiating a formal action. Thus, if you have a dispute with MICHAEL’S ENGLISH, you agree to first attempt resolution of the dispute through informal dispute resolution by sending us a notice at MichaelsEnglish.org and provide a brief, written description and basis of the dispute, relief sought, and your contact and Account information, including name, address, email, and telephone number.

Mandatory Binding Arbitration

If you and MICHAEL’S ENGLISH do not reach an agreement to resolve the dispute within thirty (30) days after notice of informal dispute resolution is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances involving intellectual property disputes, in court. All claims arising out of or relating to these Terms of Use and/or your use of the MICHAEL’S ENGLISH Platform shall be finally settled by binding arbitration administered by JAMS through confidential, binding arbitration before one arbitrator, and in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated.

Arbitration shall be initiated and take place in Broward County, Florida, United States, and you and MICHAEL’S ENGLISH agree to submit to the personal jurisdiction or any federal or state court in Broward County, Florida in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. At MICHAEL’S ENGLISH’s option, the arbitration proceedings may be conducted telephonically or via video conference.

The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You acknowledge and agree that you have either read and understand the Jams Rules or waive your opportunity to read the same, and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

The arbitrator shall have the exclusive authority to make all procedural and substantive decisions and to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including but not limited to, any claim that all or part of this Terms of Use is void or voidable, the question of waiver by litigation conduct or the question of arbitrability. The arbitrator shall have the power to grant whatever relief that would otherwise be available in a court of law or in equity. The arbitrator’s award shall be written and binding on the parties, and may be entered as a judgment in any court of competent jurisdiction.

The arbitrator, MICHAEL’S ENGLISH, and you will maintain confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.

Notwithstanding any choice of law or other provision in these Terms of Use, you agree and acknowledge that these Terms of Use evidence a transaction involving interstate commerce and that the Federal Arbitration Act (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and JAMS Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under these Terms of Use or the enforcement thereof, then the issue shall be resolved under the laws of the state designated herein.

The arbitrator shall award to the prevailing party the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

No Jury Trial

Absent this mandatory binding arbitration provision, you understand and acknowledge that you would have the right to sue in court and have a jury trial. Additionally, you understand and acknowledge that, in some instances, the costs of arbitration could exceed the costs of litigation in court and the right to discovery may be more limited in arbitration than in court.

Exception: Litigation of Intellectual Property

Notwithstanding your and MICHAEL’S ENGLISH’s decision to resolve all disputes through arbitration, either party may bring enforcement of actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any federal or state court in Broward County, Florida, USA, in the U.S. Patent and Trademark Office or other relevant U.S. administrative agency to protect its intellectual property rights, which includes patents, copyrights, moral rights, trademarks, and trade secrets.

Class Action Waiver

You and MICHAEL’S ENGLISH agree that an arbitration brought hereunder shall be conducted solely in your and our respective individual capacities and not as a class action or other representative action. You and MICHAEL’S ENGLISH expressly waive your and our right to file a class action or seek relief on a class basis.

Miscellaneous

Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. MICHAEL’S ENGLISH’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Any cause of action which you may have with respect to the Site or Services must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

Entire Agreement

If any of these Terms of Use are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.

These Terms of Use constitute the entire agreement between you and us governing your access to, dealings with, and use of this Site and Services. Any failure by MICHAEL’S ENGLISH to assert any rights it may have under these Terms of Use does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity. This agreement under these Terms of Use may be modified only by our posting of changes to these Terms of Use.