Yellowbrick

Terms of Service

Last Updated:  December 8, 2020

These Terms of Service (“Terms of Service” or “Terms”) set forth the legally binding terms between Yellowbrick Learning, Inc. d/b/a Yellowbrick, a Delaware corporation (“Yellowbrick,” “we,” “us,” “our”), and the User (“User(s),” “you,” “your”) that govern your access to and use of the Yellowbrick website(s), located at https://www.yellowbrick.co/ or any other Yellowbrick website that references these Terms (“Site(s)”), (collectively referred to herein as the “Service”).  The Service is a platform that provides online educational experiences that empower and ignite the next generation of talent to pursue what they love by offering industry-specific online educational certificate programs (each a “Certificate Program”).  Users include students (“Student(s)”) and anyone else who accesses or uses the Service.  By accessing and using the Service, or clicking a button marked “Enroll Now” or checking a box marked “I Agree” or something similar, you agree you have read, understand and will be bound by these Terms and any other terms, conditions and agreements referenced in these Terms, including without limitation the Yellowbrick Privacy Policy (collectively, the “Agreement”).

THIS IS A LEGAL CONTRACT.  PLEASE READ THESE TERMS CAREFULLY.  BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AS WELL AS ANY AND ALL OTHER AGREEMENTS EXPRESSLY INCORPORATED BY REFERENCE (INCLUDING OUR PRIVACY POLICY), AND ANY ALL POLICIES OR LEGAL NOTICES WE PUBLISH OR PROVIDE REGARDING THE SERVICE.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

THE SERVICE IS NOT AVAILABLE WHERE PROHIBITED OR LIMITED BY APPLICABLE LAWS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

TABLE OF CONTENTS

  1. Eligibility.
  2. Creating an Account.
  3. License Grant.
  4. License Restrictions.
  5. Community Guidelines.
  6. Privacy.
  7. Security.
  8. Accuracy and Completeness of Information.
  9. Text Messages and Telephone Calls.
  10. Social Media Applications; Other Third-Party Applications.
  11. User Responsibilities.
  12. Payments.
  13. Cancellation; No Refunds.
  14. Intellectual Property.
  15. Term; Termination; Modifications; Suspension; Discontinuation.
  16. User Submissions.
  17. Copyright Policy.
  18. Feedback.
  19. Changes to the Terms of Service.
  20. Disclaimer; No Warranty.
  21. Limitation of Liability.
  22. Indemnification.
  23. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
  24. Miscellaneous.
1. Eligibility

IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A MINOR CHILD AND YOU PROVIDE YOUR PAYMENT METHOD THAT YOUR CHILD USER USES TO REGISTER WITH AND ACCESS THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN RESPECT OF YOUR CHILD’S USE OF THE SERVICE.

Students may use the Service to register for a Certificate Program made available on the Site. The Service is not available to any persons under the age of 13.  By accessing or using the Service, you represent and warrant that:  (i) you are 13 years of age or older and otherwise have capacity to contract; (ii)  and that your registration and use of the Service is in compliance with any and all applicable laws and regulations.  The Service is not available to any Users previously removed from the Service by Yellowbrick. The Service is controlled and offered by Yellowbrick from the United States.  Yellowbrick makes no representations that the Service is appropriate or available for use in other locations.

2. Creating an Account

A User must register for an account in order to use certain features of the Service (an “Account”), including to participate in a Certificate Program.  To access the Service and set up an Account, you may be asked to provide certain registration details or other information.  You represent and warrant that:  (i) all required registration information you submit is correct, current, and complete; (ii) you will maintain the accuracy of such information; (iii) your use of the Service does not violate any applicable laws or regulations; and (iv) all of your communications with other Users will be in good faith and truthful.  By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

A User may be asked to provide a password in connection with use of the Account.  A User is solely responsible for maintaining the confidentiality of such User’s Account and password, and agrees to accept responsibility for all activities that occur under such Account or password.  If a User believes that their Account is no longer secure (e.g., in the event of loss, theft or unauthorized disclosure or use of account ID or password), then a User agrees to immediately notify Yellowbrick.  A User may be liable for the losses incurred by Yellowbrick or others due to any unauthorized use of a User’s Account.

You agree that all information you provide to register for an Account, through the Service or otherwise, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You may control your User profile and how you interact with the Service by changing the settings in your Account.  By providing Yellowbrick your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.  We may also use your email address to send you other messages, such as changes to features of the Service and special offers.  If you do not want to receive such email messages, you may opt out or change your preferences in your Account.  Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

3. License Grant

Subject to these Terms, Yellowbrick grants to you a limited, non-exclusive, non-transferable, non‑sublicensable, revocable, restricted license to access and use the Service for your personal, noncommercial use only and as permitted by the features of the Service, including to (i) participate in a Certificate Program during the term of that Certificate Program; (ii) browse or otherwise access information about the Service; (iii)  and submit information requested or required to create an Account. Yellowbrick reserves all rights not expressly granted herein in the Service and the Yellowbrick Content (as defined below).  Yellowbrick may revoke your access to any content on the Service at any time for any reason or no reason.

4. License Restrictions.
You hereby represent, warrant, and agree that you will:  (i) use the Service solely for personal, non‑commercial use in accordance with Section 3 (License Grant) above; and (ii) not use the Service to (a) rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Service, or any part thereof; (b) modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of, the Service; (c) access the Service in order to build a similar or competitive service; (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Service; (e) upload, transmit, or distribute any computer viruses, worms, or any software or attempt to gain unauthorized access to interfere with, disable, damage or alter, or disrupt a computer or communication network, handheld device, mobile device, data, any part of the Service, the server(s) on which the Service is stored, any server, computer, or database connected to the Service, or any other system, device or property; (f) access (or attempt to access) the Service by means other than through the interface that is provided by Yellowbrick; (g) remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices); (h) circumvent, disable, or otherwise interfere with the security or functionality of the Service or of features that enforce limitations on use of the Service; (i) infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (j) violate any law, statute, ordinance, or regulation, including, but not limited to, applicable export and re-export control laws and regulations; or (k) run any processes that interferes with the proper working of the Service (including by placing an unreasonable load on the Service’s infrastructure).  Use of the Service is void where prohibited.
5. Community Guidelines.

Yellowbrick Users agree that there are risks when dealing with other Users, and Yellowbrick is not liable for these risks.  In addition, you agree not to use the Service to:

  • upload, post, email, transmit or otherwise make available any content that Yellowbrick deems to be harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service;
  • upload, post, email, transmit or otherwise make available any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • publish or transmit any illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity);
  • impersonate any person or entity, create a false identity, or falsely state or otherwise misrepresent User’s self or User’s affiliation with any person or entity;
  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
  • intimidate, stalk or harass another;
  • harm minors in any way;
  • use or attempt to use another’s account, service or system; or
  • engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.
6. Privacy

We respect your privacy and are committed to protecting it.  Our Privacy Policy governs the processing of all personal information collected from you in connection with your use of the Service (including any personal information obtained through a third-party social-media application, “Social Media Application”).  Please carefully review our Privacy Policy to learn about how we collect and use your personal information before accessing the Service.

We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to use the Service.  If you believe that we might have any personal information from or about a child under 13, please contact us at info@yellowbrick.co.

7. Security.

Yellowbrick cares about the integrity and security of your personal information.  However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes.  You acknowledge that you provide your personal information at your own risk.

8. Accuracy and Completeness of Information.

Yellowbrick is not responsible for any harm or damage that may occur if information made available on or through the Service by Yellowbrick or by any Students or any other person or entity (including certain information or other content from third parties), is not accurate, reliable, effective, complete, or current, and we make no endorsement, representation, warranty, or guarantee of any kind about any such content, information, services, communications, or recommendations.  WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT ANY SERVICE PROVIDER, STUDENT OR OTHER PERSON OR ENTITY CONTRIBUTING TO THE YELLOWBRICK SERVICE IS PRESENTING ACCURATE OR COMPLETE INFORMATION THROUGH THE YELLOWBRICK SERVICE OR OTHERWISE.  WE DO NOT INDEPENDENTLY VERIFY OR ATTEMPT TO CONFIRM ANY INFORMATION THEY PROVIDE.

9. Text Messages and Telephone Calls.

You expressly consent and agree that Yellowbrick may contact you using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you, communicate with you about payments due from you, and to service your Account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry.

We offer you the chance to enroll to receive recurring SMS/text messages from Yellowbrick. You may enroll to receive text messages about account-related news and alerts. By enrolling in Yellowbrick’s SMS/text messaging service, you agree to receive text messages from Yellowbrick to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. Yellowbrick is not responsible for any delays upon sending or receiving text messages.

To unsubscribe from text messages at any time, text STOP, STOPP, STOPALL, UNSUBSCRIBE, END or QUIT to 646-699-8211 or reply STOP, STOPP, STOPALL, UNSUBSCRIBE, END or QUIT to any text message you receive from Yellowbrick. You consent that following such a request to unsubscribe, you may receive one final text message from Yellowbrick confirming your request. For help, contact us at support@yellowbrick.co

Social Media Applications; Other Third-Party Applications.

You understand and agree that any Social Media Application’s use of information collected from you is governed by each Social Media Application’s privacy policies, terms of service, and your settings on each third-party site or service.

The Service may contain links to other third-party sites and services, and use functionality from third-party sites or services, including from the Social Media Applications, all of which Yellowbrick does not control or maintain.  We are not responsible for the privacy practices, terms, conditions or any other activities of any third-party site or service.  If you access a third-party website or service from the Service or share your User Submissions on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Yellowbrick’s Privacy Policy do not apply to your use of such sites.  You expressly relieve Yellowbrick from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Submissions submitted by other Users.

11. User Responsibilities.

You acknowledge and agree that you are solely responsible for:  (i) making all arrangements necessary to access and use the Service, including, as applicable, ensuring your computer and/or supported mobile device includes adequate software or internet connectivity; (ii) any and all costs, including but not limited to, internet or mobile data costs, you may incur while accessing and using the Service; (iii) any costs or liabilities arising from, associated with, or relating to your use of the Service; (iv) ensuring that your use of the Service does not violate any third-party trademarks or other intellectual property; (v) by submitting information to Yellowbrick that you are solely responsible for the form and Content you submit to the Service and all information included in your Account and that all such information (including Content) is true and accurate.

12. Payments.

Certain aspects of the Service may be provided for a fee or other charge. The Certificate Program is subject to fees, as set forth on the web page for the applicable Certificate Program and in your Account (the “Fees”). Subject to your payment of the applicable Fees and the terms set forth herein, you may enroll in the Certificate Program for a year from the date of payment or a period otherwise disclosed to you prior to your enrollment (the “Annual Certificate Program”) or you may enroll in the Certificate Program on a subscription basis (“Subscription Certificate Program”).  All Fees are fully earned upon payment.

Unless you cancel pursuant to the terms herein or by default (and without prior notice to the extent permitted by applicable law), your enrollment in the Subscription Certificate Program will automatically renew, and the applicable Fee will be automatically changed to your Payment Method at the time of renewal; provided, however, your enrollment in the Subscription Certificate Program will not renew after the one year anniversary of your enrollment in the Subscription Certificate Program, unless you provide us with consent to renew such Subscription Certificate Program.  The billing date will depend on the type of subscription that you choose when you sign-up for the Certificate Program (e.g., monthly, etc.) and will be charged on the billing date indicated on your Account page. In certain circumstances, your billing date may change. For instance, if we are unable to successfully charge your Payment Method or if your paid Subscription Certificate Program began on a day not contained in a given month (e.g., a Federal holiday).

We may add new services for additional fees and charges, and add or amend fees and charges for existing services, from time to time and at any time in our sole discretion; provided, however, that if we have offered a term and fees for your use of our Service, we agree that the applicable fees will remain in force for the then-current term of your Certificate Program.

Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account by a third party. All fees are payable in U.S. Dollars.  The User hereby authorizes Yellowbrick to bill the User’s Payment Method upon confirmation of a purchase, and the User further agrees to pay any charges so incurred.  The User shall be responsible for all taxes associated with the Service other than U.S. taxes based on Yellowbrick’s net income.  If a User disputes any charges, the User must let Yellowbrick know within sixty (60) days after the date that Yellowbrick charges the User, otherwise, such User hereby waives any and all such claims.

Payments for the Service are processed using one of our third-party payment service provider(s), Stripe or Recurly (each, a “Payment Service Provider”).  By using our Service, you agree to be bound by each Payment Service Provider’s service agreement (i.e., Stripe’s Services Agreement available at https://stripe.com/us/legal). Yellowbrick does not view or store your full credit or debit card information.  For all purchases, our Payment Service Providers will collect your Payment Method details and charge your Payment Method in connection with a confirmation notice, the terms set forth herein or on our Site at time of enrollment in a Service.

If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Account, we may suspend your access to the Service until we have successfully charged a valid Payment Method. For some Payment Methods, your issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Service Provider for details.

You represent and warrant that (i) the Account, order, and payment method information you supply to us or our Payment Service Providers, as applicable, is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your payment method, (iv) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any, (v) you will not transfer the Service or password to anyone else, and (vi) you will report to us any unauthorized or prohibited access or use of the Service through your Account.

If any of your Account, order, or payment method information changes, you agree to promptly update this information, so that we or our Payment Service Providers may complete your transactions and contact you as needed.  We are not liable for any unauthorized use of your Payment Method by a third party in connection with your use of the Site or the Service.  We may participate in account update services offered by some banks. If your bank participates in account updater services, these services will automatically update your card number or expiration date in our system or the system of the Payment Service Provider(s) when it changes. If you do not want to have your cards automatically updated, you can opt out of these services by contacting your issuing bank.

13. Cancellation; No Refunds.

If you do not want your enrollment in the Subscription Certificate Program to automatically renew, you can cancel such enrollment in the Subscription Certificate Program. To cancel, go to your settings page on our Service and follow the but you may continue to access the Subscription Certificate Program until the end of your billing period for such Subscription Certificate Program. If you cancel your Subscription Certificate Program, you will continue to be responsible for all outstanding, due and payable fees (if applicable).

Notwithstanding anything to the contrary, you may cancel your Subscription Certificate Program or Annual Certificate Program and all access rights therein within (i) twenty-four (24) hours of your enrollment in the applicable Certificate Program in exchange for a refund to your original Payment Method of fees paid for such enrollment; or (ii) seven (7) days of your enrollment in the applicable Certificate Program in exchange for a refund to your original Payment Method of fees paid for such enrollment, less one hundred U.S. dollars ($100). In the event that Yellowbrick suspends or terminates your Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time related to a Certificate Program, any license or fees for any portion of the Service, any content or data associated with your Account, or for anything else.  Other than this limited right to cancellation and refund, your enrollment in the Certificate program is non-cancellable and non-refundable.

14. Intellectual Property.

Except for your User Submissions (defined below), the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Submissions belonging to other Users (the “Yellowbrick Content”), and all Intellectual Property Rights (defined below) related thereto, are the exclusive property of Yellowbrick and its licensors (including other Users who post User Submissions to the Service).  Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Yellowbrick Content.  Use of the Yellowbrick Content for any purpose not expressly permitted by these Terms is strictly prohibited.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

15. Term; Termination; Modifications; Suspension; Discontinuation.

These Terms will be effective on the first day that you access and/or use the Service and will remain in full force and effect so long as you continue to access and/or use the Service, unless terminated as set forth in this Section.  Yellowbrick may terminate your license under Section 3 (License Grant) at any time, without notice, in its sole discretion, for your failure to abide by these Terms, any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish by regarding the Service.  Any provision of this Agreement that contemplates or governs performance or observance subsequent to termination or expiration of this Agreement will survive the expiration or termination of this Agreement for any reason and remain in effect until fulfilled and apply to respective successors and permitted assigns.  Yellowbrick reserves the right, at any time, to modify, suspend, or discontinue the Service, or any part thereof, in its sole discretion with or without notice to you.  You agree that Yellowbrick will not be liable to you or to any third party for any termination, modification, suspension, or discontinuance of the Service, or any part thereof.

16. User Submissions.

Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Submissions”).

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE CLAIM NO OWNERSHIP RIGHTS OVER USER SUBMISSIONS CREATED BY YOU.  THE USER SUBMISSIONS YOU CREATE REMAINS YOURS.  However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Submissions.  By providing or sharing User Submissions through the Service, you agree to allow others to view, edit, share, and/or interact with your User Submissions in accordance with your settings and these Terms.  Yellowbrick has the right (but not the obligation) in its sole discretion to remove any User Submissions that is shared via the Service.

By submitting, posting, displaying, providing, or otherwise making available any User Submissions on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Yellowbrick a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Submissions and your name, voice, and/or likeness as contained in your User Submissions, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Yellowbrick’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.  You also hereby grant each User of the Service a non-exclusive license to access your User Submissions through the Service, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Service and under these Terms.

In connection with your User Submissions, you affirm, represent and warrant the following:

  • You have the written consent of each and every identifiable natural person in the User Submissions, if any, to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use.
  • You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Submissions relating to third parties.
  • Your User Submissions and Yellowbrick’s use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
  • Yellowbrick may exercise the rights to your User Submissions granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
  • To the best of your knowledge, all your User Submissions and other information that you provide to us is truthful and accurate.

Yellowbrick takes no responsibility and assumes no liability for any User Submissions that you or any other User or third party posts, sends, or otherwise makes available over the Service.  You shall be solely responsible for your User Submissions and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Submissions.  You understand and agree that you may be exposed to User Submissions that are inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Yellowbrick shall not be liable for any damages you allege to incur as a result of or relating to any User Submissions.

17. Copyright Policy.

Since we respect artist and content owner rights, it is Yellowbrick’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Yellowbrick’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Service;
  4. Information reasonably sufficient to permit Yellowbrick to contact you, such as your address, telephone number, and, e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:     DMCA Notice

Yellowbrick Learning, Inc. d/b/a Yellowbrick

Address: 15 W 38th Street, 10th Floor, New York, NY 10018

Tel.:      917-512-4630

Email:   copyright@yellowbrick.co

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Yellowbrick and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Yellowbrick’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

18. In accordance with the DMCA and other applicable law, Yellowbrick has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Yellowbrick may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Feedback.

You may choose to, or we may invite you to, submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”).  By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place Yellowbrick under any fiduciary or other obligation.  If you provide us Feedback or contact us via e‑mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply.  Users acknowledge and agree that any questions, comments, suggestions, ideas, Feedback or other information about the Service provided by Users to Yellowbrick are non-confidential and Yellowbrick will be entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to Users.

19. Changes to the Terms of Service.

Yellowbrick may update these Terms from time to time.  When we do, we will revise the “last updated” date at the top of these Terms.  Yellowbrick is not responsible for notifying you of changes to these Terms.  You are responsible for checking these Terms, including our Privacy Policy and all other documents incorporated by reference, for updates periodically.  For changes to these Terms that we deem to be material, we will endeavor to place a prominent notice on the home page of the Service regarding such changes.  If at any time you do not agree to these Terms, please do not access or use the Service.

We may also change other terms or conditions applicable to the Subscription Certificate Program from time to time. Any new or renewed Subscription Certificate Program memberships will be subject to the terms of service active at that time and displayed when you login to your Account. If you disagree with the changes to your current Subscription Certificate Program membership terms of service, you may cancel your Subscription Certificate Program membership in accordance with the terms set forth herein.

20. Disclaimer; No Warranty.

The Service is provided on an “as is” and “as available” basis.  Use of the Service is at your own risk.  To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.  No advice or information, whether oral or written, obtained by you from Yellowbrick or through the Service will create any warranty not expressly stated herein.  Without limiting the foregoing, Yellowbrick, its subsidiaries, its affiliates, and its licensors do not warrant that the yellowbrick content or service is accurate, reliable or correct; that the yellowbrick content or the Service will meet your requirements; that the yellowbrick content or Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.  Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. If the Service provides professional information for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

Further, Yellowbrick does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Yellowbrick will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you.  These Terms gives you specific legal rights, and you may also have other rights which vary from state to state.  The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.

21.Limitation of Liability.

To the maximum extent permitted by applicable law, in no event shall Yellowbrick, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service.  Under no circumstances will Yellowbrick be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Yellowbrick assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party.  In no event shall Yellowbrick, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Yellowbrick hereunder or one hundred u.s. dollars (usd $100.00), whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Yellowbrick has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.  These Terms gives you specific legal rights, and you may also have other rights which vary from state to state.  The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.

22. Indemnification.

You agree to defend, indemnify and hold harmless Yellowbrick and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:  (i) your use of and access to the Service, including any data or content transmitted or received by you and any interaction among Students; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Submissions or any content that is submitted via your Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

23. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
  • Governing Law. You agree that:  (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York.  This Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles.  The parties acknowledge that these Terms evidence a transaction involving interstate commerce.  Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  You agree to submit to the personal jurisdiction of the federal and state courts located New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.  You agree that New York, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
  • Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM YELLOWBRICK.  For any dispute with Yellowbrick, you agree to first contact us at info@yellowbrick.co and attempt to resolve the dispute with us informally.  In the unlikely event that Yellowbrick has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims“), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.  JAMS may be contacted at www.jamsadr.com.  The arbitration will be conducted in New York, New York unless you and Yellowbrick agree otherwise.  If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.  If you are an individual using the Service for non-commercial purposes:  (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Nothing in this Section shall be deemed as preventing Yellowbrick from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
  • Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.  THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.  YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND YELLOWBRICK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
24. Miscellaneous.
  • Force Majeure. Yellowbrick will not be liable or responsible to you to the extent any failure or delay is caused by or results from acts or circumstances beyond Yellowbrick’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  • No Assignment. These Terms, and all rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by Yellowbrick without restriction.  Any attempted assignment by you will be null and void.
  • No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
  • Notices. We may provide any notice to you under these Terms by posting to the website(s) hosting the Service.  Notices we post will be effective on the day we post.  To give us notice under these Terms, you must contact us as follows, with a copy to info@yellowbrick.co:

Yellowbrick Learning, Inc. d/b/a Yellowbrick

15 W 38th St., 10th Fl, New York, NY 10018

Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), or courier.  Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery, or upon the fifth business day after the date sent for notices sent via certified mail.  Either party may change the address to which notices are to be delivered by written notice (excluding email) to the other Party. 

  • California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
  • Entire Agreement; Severability; No Waiver. These Terms, as well as any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish regarding the Service constitute the entire agreement between you and Yellowbrick concerning your use of the Service.  If any provision of these Terms is deemed invalid, unenforceable or void by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Yellowbrick’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.  The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Yellowbrick.

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