This is a Contract
All Edwin educational services that require payment of a fee (a “Premium Service”) must be paid for in advance, and you must pay the amount we specify for the applicable Premium Service on our web site and/or the specific point of purchase. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on Edwin’s net income.
When you elect to purchase an Edwin Premium Service, you agree that: (i) you will fulfill your obligation to pay for such service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network, if and to the extent we collect it ourselves (where your payments are not made directly to a third party payment processor).
Use of Beta-Release Service
If you elect to use a “beta” or other pre-release version of any Edwin service, you must agree to a couple fundamental requirements because of the non-public availability of such service: (1) you agree that the features and functionality of the service are confidential and you shall not disclose any information relating to such service unless we give you specific written permission to do so and (2) you acknowledge such a release is a prototype, still undergoing active development and may be prone to inconsistent and/or incorrect performance; accordingly, you agree to accept all risks associated with using such service.
Costs of Collection; Credit Card Chargebacks
In addition to the published fees for an Edwin Premium Service, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
Working with Edwin
Since Edwin’s services may be offered via a variety of services, including text and messaging services such as Facebook Messenger, and voice assistants such as Google Assistant or Amazon’s Alexa, we assume you understand that you will need a computer or mobile device, and potentially current releases of software, to enable you to use Edwin services. Naturally, the cost of your device(s) and communications services are your responsibility, and Edwin provides no assurance as to Edwin’s compatibility or availability on your device(s) or services. If you are having problems using an Edwin service, please contact email@example.com.
Downgrade for Non-Payment
If any payment made by you for use of an Edwin Premium Service is dishonored by your bank, or is otherwise not actually received by Edwin due to no fault of Edwin’s (including any chargeback, reversal or other post-payment action to obtain a return of funds by Edwin), we may, without limiting our other rights and remedies, suspend your ability to use such Premium Service and/or downgrade your rights to use such Premium Service to any corresponding free service until your payment obligation is paid in full. Edwin will endeavor to provide you advance notice of any such downgrade in order to allow you to complete your payment, but Edwin is under no obligation to provide such notice.
Availability of Service
Edwin will use commercially reasonable efforts to make each service you pay for available 24 hours a day, 7 days a week, excluding such periods when the service may be unavailable due to necessary maintenance, updates or other factors, and unanticipated downtime. We anticipate that service unavailability will be infrequent and of very limited duration and should we know that a service will have any extended unavailability, we will use reasonable efforts to provide advance notice to you. However, Edwin does not offer any guaranty or warranty that a service will be available at all times, or that it will continue to be offered indefinitely.
If you purchase an Edwin service that requires a one-time payment, you are purchasing the right to use that service for so long as it is offered by Edwin. However, you are advised that Edwin may elect to modify such service from time to time, including modifications to the service’s functionality and substance. In addition, your purchase of a certain Premium Service does not entitle you to use any other Premium Service requiring a payment, including future enhanced or similar versions of educational services that may replace the service you have paid to use. Edwin may make these modifications and cease offering services from time to time, in its discretion.
If you feel that your opportunity to use a service was unreasonably short or diminished due to any cessation or modification of such service, you may contact Edwin to request a credit towards another Edwin service offering. Edwin is under no obligation to provide such a credit, and the amount of any such credit, or any other refund of all or a portion of the amount of your payment, shall be determined by Edwin, in its discretion. If Edwin does provide you with a credit, such credit will have no monetary or exchange value, and will not be transferable or refundable, and if provided with an expiration date by which it must be applied towards another Edwin service will expire and have no value after such date.
EDWIN’S SERVICES AND ALL RELATED MATERIALS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF YOU OR EDWIN ARISING OUT OF OR RELATED TO THE OFFERING OR USE OF THE EDWIN SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO EDWIN IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER EDWIN OR YOU HAVE ANY LIABILITY TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Third Party Services or Content
For example, Edwin uses Stripe as its agent for providing payment services, and may suggest third party sites for lesson-related content. When you purchase any Edwin service, you are granting Edwin the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to Stripe (and/or one of its financial service providers) on your behalf, and to grant Stripe (and/or one of its financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize Edwin to (i) obtain and verify your identity as necessary to complete financial transactions, and (ii) determine your eligibility and authority to complete such purchase.
In addition, Edwin is under no obligation – and does not - monitor, verify, censor or edit the content of any third party service or site, and does not monitor the substance of any content you enter into the Edwin service, except to check for correct responses to lesson questions using automated means. In other words, you should not expect Edwin (or the humans working at Edwin) to be reading your content or taking any action based upon what you may say. (In the future, you may utilize a service from Edwin that would involve human teachers reviewing your work, but we’ll discuss that when that service is offered.)
These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
We want to address any concerns you have without delay or unnecessary expense or conflict, so we encourage you to contact firstname.lastname@example.org before filing a legal claim against Edwin, and we will endeavor to resolve your concerns as expeditiously as possible by return email.
If we are unable to resolve your concern, you and Edwin agree that any judicial proceeding to resolve claims relating to these Terms or the Edwin services will be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and Edwin consent to venue and personal jurisdiction in such courts. Edwin provides its services to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against Edwin in any other manner, you shall be in violation of these Terms and you agree that Edwin shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Edwin for its reasonable costs incurred in defending against such improperly initiated claim. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements.
Alternative Dispute Resolution Process
Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and Edwin where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Edwin agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
Mandatory Arbitration Provisions
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Edwin agree to resolve any claims relating to these Terms or Edwin’s services- except any dispute relating to the enforcement or validity of intellectual property rights - through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.
You can decline this agreement to arbitrate by contacting email@example.com and sending a written notice that clearly states your election to opt out of arbitration, and provides your name, email and residence addresses, and Facebook handle (the url of your Facebook page), within 30 days of first paying for a service. Note that if you previously elected to either opt out, or not opt out, of arbitration when you purchased another service, or became a party to Edwin’s Terms under a previously published version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Edwin will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Edwin will not pay any of your fees and, if Edwin has paid any of your fees, you agree to reimburse Edwin for all such fees associated with the arbitration paid by Edwin on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Edwin may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. In addition, Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
No Class Actions
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.
Special Notice for California Users
Under California Civil Code Section 1789.3, users of an Edwin service from California 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 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact firstname.lastname@example.org or send us a message to:
Edwin Technology Corp.
1266 Harrison Street
San Francisco, California 94103 USA
The Stripe name and logos are trademarks or service marks of Stripe, Inc. or its affiliates in the U.S. and other countries. Edwin does not endorse Stripe, and Stripe does not endorse or provide any recommendation of any Edwin service, and no assumption of any endorsement should be taken from Edwin’s use of the Stripe services.