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PHLEARN Terms and Conditions of Use

Welcome to PHLEARN website! The use of our website, www.phlearn.com, and our tutorials (collectively, the “Services”) is governed by the following Terms and Conditions of Use(“Terms”) and privacy policy (“Legal Notices”). Our Services are provided by PHLEARN, LLC, an Illinois limited liability company. By using our Services, whether you are a registered user or not, you expressly agree to these Legal Notices which are provisioned to protect both you and us. If you disagree with any part of the Terms, then you do not have permission to access the Services.

Updated May 9th, 2017

Modification to Legal Notices

From time to time, we may modify or update our Legal Notices. If we do modify or update our Legal Notices, your continued use of our Services after the effectiveness of the modification or update will be deemed to represent your agreement with, and consent to be bound by, the new Legal Notices.

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by PHLEARN, LLC

PHLEARN, LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that PHLEARN, LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Content

We agree to grant you a nonexclusive, nontransferable, limited and revocable license to access and use our Services and Content for personal, noncommercial use only. The term “Content” means all information, text, images, videos, trademarks, logos, data, links, software, or other material accessible through our website which was created by us. Please acknowledge that there will exist third party content, including content created by you or other PHLEARN users, on our website which does not fall under the aforementioned definition. The Content may be used solely for personal, noncommercial informational purposes. No part our Services or Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

PHLEARN, LLC has the right but not the obligation to monitor and edit all Content provided by users.

User Generated Content

Our Services allow users to generate, submit and/or post content “User Content” to our website. You expressly acknowledge and agree that you, as the user, are in the best position to know whether the User Content you post is in violation of any copyright, trade secret, trademark, or any other intellectual property rights of another person or entity. PHLEARN does not, and cannot, police or otherwise review User Content as a matter of course or policy to determine if and whether your User Content is infringing. Therefore, it is very important that you are cautious and careful when deciding whether to make the User Content available on our website. To better understand the laws of intellectual property, specifically copyright and fair use, please visit the United States Copyright Office website here (http://www.copyright.gov/laws/) as it has a wealth of excellent information available free to you. You therefore agree that any User Content in which you generate, submit and/or post to our website using our Services does not and will not violate any law or infringe on the rights of any third party, including without limitation any intellectual Property Rights (defined below), publicity rights or rights of privacy. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, trademark, or any other intellectual property rights, or any other harm resulting from your web clipping, uploading, posting or submission of User Content to our website.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms & Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, the Promotion rules will apply.

Authority to Remove User Content

We reserve the authority to edit or remove User Content submitted to our website for any reason, including User Content that we believe in our sole discretion, violates or Legal Notices.

Prohibited Conduct

You are prohibited from posting on or transmitting through our website any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind that infringes the intellectual property rights or is otherwise injurious to third parties, including but not limited to any material or content that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law.

Use By Minors

If you are under 18, please do not attempt to access, post or register on our website.

Intellectual Property

You will retain all ownership rights to any User Content that you generate, submit and/or post to our website, and we are not obtaining ownership rights to any of your User Content. We do, however, need you to grant us a nonexclusive, royalty-free, irrevocable, transferable, sub-licensable, worldwide license in your User Content, so that we can incorporate such User Content in our offered Services. Without such rights, we may be violating copyright and other laws by storing, posting, compiling, backing up and allowing the download of your User Content on our website. The rights your grant to us include the right to modify, reproduce, distribute, prepare derivative works, reformat, publish, and add certain links to your User Content, so that we can present it in a user friendly format to enhance your user experience in connection with our Services.

Protecting Copyrights and Other Intellectual Property

We absolutely respect the intellectual property of others, and we ask you, our loyal users, to do the same. PHLEARN complies with the federal Digital Millennium Copyright Act “DMCA”), the text of which may be found on the here (http://www.copyright.gov/legislation/dmca.pdf). We will promptly respond to notices of alleged copyright infringement or other intellectual property infringement that complies with the DMCA and other applicable laws. In addition, you agree that, in the event PHLEARN receives a written notice in accordance with the DMCA notice elements alleging that certain User Content infringes upon, dilutes, tarnishes or otherwise violates a trademark or trade secret rights, PHLEARN may in its sole discretion remove, delete or disable access to such User Content.

If you would like to submit written notice of an alleged copyright infringement, such written notice may be sent to our designated agent via our online DMCA complaint form here.

Should you choose not to send notice via the online DMCA complaint form above, a written notice of alleged copyright infringement must be addressed to our designated agent as listed below and include the following: 1) a physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed; 2) specific identification of each copyrighted work claimed to have been infringed; 3) a description of where the material believed to be infringed is located on our website; 4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; 5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 6) a statement that the information in the written notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you are alleging infringement of an intellectual property right other than copyright, please provide a written notice specifying the intellectual property right at issue (for example, “trademark”) and send via postal mail or email to our Copyright Agent here:

PHLEARN, LLC

700 North Sacramento Blvd

Chicago, IL 60612

Email: [email protected]

In an effort to protect the rights of intellectual property owners, we maintain the right, in our sole discretion, to terminate, in appropriate circumstances, the access and use of our Services of users who are repeat infringers.

Counter Notification

Pursuant To DMCA, 17 U.S.C. § 512(g)(2), if you believe your User Content was removed or disabled as a result of the mistake or misidentification that your User Content was infringing, please send our designated agent a counter notification containing the following information: 1) a physical or electronic signature of the user; 2) identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or access to it was disabled; 3) a statement under penalty of perjury that the user has a good faith belief that the User Content was removed or disabled as result of mistake or misidentification of the material to be removed or disabled; and 4) the user’s name, address, and telephone number, and a statement that the user consents to the laws of the State of Illinois, arbitration, and for certain matters the United States District Court for the Northern District of Illinois, as provisioned below, and that the user will accept service of process from the person who alleged copyright infringement using the DMCA complaint form above.

Upon our designated agent’s receipt of the counter notification described above, we will promptly provide the person who alleged copyright infringement using the DMCA complaint form above with a copy of the counter notification, and inform that person that we will replace the removed User Content or cease disabling access to it within ten (10) to fourteen (14) business days; unless the person alleging copyright infringement files an action seeking a court order to restrain the user from engaging in infringing activity relating to the User Content on our website.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Orders For PHLEARN Pro Products, Images and Instructional Videos

PHLEARN strives to provide the very best professional photography products, images and instructional videos. PHLEARN makes certain professional products, images and instructional videos available for sale via the Website. Any and all images presented in the purchased PHLEARN PRO Products may only be used solely for personal, noncommercial informational purposes. No image presented in the purchased PHLEARN PRO Product may be reproduced, resold or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.

Should you purchase any PHLEARN Pro products, you agree to pay in full the prices for any purchases you make either by credit card or debit card concurrent with your online order. You agree to pay all applicable taxes. If payment is not received by PHLEARN from your credit card or debit card issuer or its agents, you agree to pay all amounts due upon demand by PHLEARN. Certain PHLEARN PRO products that you purchase and/or download through the Website may be subject to additional terms and conditions presented to you at the time of such purchase or download. Once the PHLEARN PRO product is purchased, absent extraordinary circumstances, PHLEARN will not issue a refund as the PHLEARN PRO product is out of PHLEARN’s control.

Subscriptions

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or PHLEARN, LLC cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting PHLEARN, LLC customer support team.

A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide PHLEARN, LLC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize PHLEARN, LLC to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, PHLEARN, LLC will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Free Trial

PHLEARN, LLC may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by PHLEARN, LLC until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, PHLEARN, LLC reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

PHLEARN, LLC, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

PHLEARN, LLC will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Assumption of Risk

You assume all risk related to the use of our Services, including, but not limited to, all of the risks associated with any online or offline interactions with other users of our Services. You hereby represent, understand and expressly agree to take all necessary precautions when interacting with any user of our Services.

Disclaimer of Warranty

Our Services and Content are provided on an “as is” basis without warranty of any kind, whether express or implied. You acknowledge that we have no control over what third party content you access using our Services. Furthermore, we make no representation concerning any third party content accessed through our Services, and we are not responsible or liable for the accuracy, copyright compliance, legality or decency of any third party content you access through our Services.

PHLEARN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PHLEARN DOES NOT REPRESENT OR WARRANT THAT ITS OFFERED SERVICES AND CONTENT IN THIS WEBSITE OR ANY THIRD PARTY WEBSITE ACCESSED BY OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. PHLEARN DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL PHLEARN OR ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO ANY USER OR ANY ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THIS WEBSITE, SERVICES OR CONTENT CONTAINED IN, OR ACCESSED THROUGH, THIS WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM Reliance by user on any information obtained from PHLEARN, THIRD PARTY CONTENT ACCESSED THROUGH OUR SERVICEs, or that results from mistakes, omissions, interruptions, deletion of files or e-mail, error, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to PHLEARN records, SOFTWARE, CONTENT or services.

IN NO EVENT SHALL PHLEARN or its members, officers, directors, employees or agent be liable for any DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND RESULTING FROM A USER’S CLIPPING OR DOWNLOADING INFORMATION VIA PHLEARN SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PHLEARN (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), DEFAMATION, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, UNAUTHORIZED ACCESS, USE OR TRANSMISSION OF CONTENT ARISING OUT OF OR RELATING TO THE USE OF PHLEARN WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO PHLEARN FOR ACCESS TO OR USE OF THIS WEBSITE OR ITS SERVICES.

Please note that 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.

Indemnification

By using our website and Services, you agree to indemnify, hold harmless and defend PHLEARN, its officers, directors, members, employees and agents, from any and all claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ and accounting fees, costs of defense of claims, suits or proceeding brought by third parties, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your use of our website and Services, (ii) your breach of any of our Legal Notices, (iii) your breach or infringement of any third party right, including without limitation any copyright, trademark, or privacy right, or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive our Legal Notices and your use of our website and Services.

No Implied Endorsements

In no event shall any reference to any third party or third party service or product be construed as an approval or endorsement by PHLEARN.

Jurisdiction Outside the US

We make no representations that information on this website or through our Services is appropriate or available for use outside the United States. Users who choose to access this website and our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

Termination

We may terminate any user’s access to our services, in our sole discretion, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these terms and conditions, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our website or our Services.

Governing Law

These Legal Notices shall be governed and interpreted by the laws of the State of Illinois, without respect to its conflict of laws principles.

Binding Arbitration

Any dispute, claim or controversy (excluding claims for injunctive or other equitable relief which shall be determined by the United States District Court for the Northern District of Illinois) arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration under the Rules of the American Arbitration Association by three arbitrators in accordance with the commercial Arbitration Rules then in effect of the American Arbitration Association. Selection of the arbitrators shall be as follows: each party shall appoint one arbitrator within twenty (20 days after the parties have agreed to go to arbitration, and those two arbitrators shall appoint a third arbitrator who shall act as chairman, within a twenty (20) day period thereafter. If the parties fail to appoint the chairman within said period, the parties will apply to the American Arbitration Association for appointment of the third arbitrator. The parties agree to be bound by the findings of the arbitration. The arbitrators shall not be empowered to award punitive damages to any party. The non-prevailing party to the arbitration shall pay all the reasonable attorney’s fees and other costs and expenses incurred in connection with the prosecution or defense of such arbitration.

Severability

If any provision of these Legal Notices is deemed invalid, void or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Legal Notices will remain in full force and effect. Any failure by PHLEARN to enforce these Legal Notices will not be construed as a waiver of any right or remedy of PHLEARN.

Notification Procedures

We may from time to time notify users via email and postal mail; provided, however, we are not responsible for notifications not received due to an invalid email address, automatic email filtering, or invalid postal mail address for which you provide to PHLEARN.

Entire Agreement

These Legal Notices and any amendments shall constitute the entire agreement between you and PHLEARN concerning its Services.

For Additional Information

If you have any questions regarding our Legal Notices, please [email protected]

IF YOU DO NOT AGREE TO ALL OF OUR LEGAL NOTICES, YOU MUST NOT USE OUR WEBSITE OR OUR SERVICES. BY USING OUR WEBSITE AND OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND OUR LEGAL NOTICES AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.