Zinch.com Terms of Use Policy
Date of Last Revision: February 16, 2012
Welcome to Zinch, an on-line service owned by Chegg Inc. that provides a variety of services to prospective college or university students, including college bound high school students (collectively, the “Zinch Services”). Zinch allows prospective college or university students to create profiles, get matched with and recruited by universities, and learn about scholarships and other products and services that may be of interest to college or graduate school bound students. In these Terms of Use (“Agreement”), “Zinch” and “Chegg” may be used interchangeably and refer generally to Chegg, Inc. This Agreement sets out the legally binding terms for your use of the Zinch Services. By using the Zinch Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse Zinch.com) or you are a "Member" (which means that you have registered with Zinch.com as a student, a college or university, or a third party educational nonprofit including, but not limited to educational foundations, and scholarship programs, or another third party). The term "User" refers to a Visitor or a Member. You are only authorized to use the Zinch Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Zinch Services and discontinue use of the Zinch Services immediately.
Zinch may modify this Agreement from time to time and such modifications shall be effective upon posting on the Zinch Services. You agree to be bound by any changes to this Agreement when you use the Zinch Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Notice of changes will appear as indicated at the top of this page in accordance with the posted “Date of last revision.”
TABLE OF CONTENTS
Privacy
Eligibility
Proprietary Rights
User Content
Registration Information
Consent to Electronic Communications and Email Solicitation
Reporting Infringement
Zinch Limits Its Liability
Disclaimer of Warranties
Limitations of Liability
Activities Involving Third Parties and Links to Other Sites
No Resale or Unauthorized Commercial Use
Indemnity and Assumption of Risk
General
Legal Disputes/BINDING ARBITRATION
Additional Terms of Use
Term and Termination
Miscellaneous
Contacting Chegg
Privacy.
Our policies and practices regarding our users' privacy and personal information are detailed in the Privacy Policy, which is a key component of this Agreement and is incorporated herein by reference.
Eligibility.
You must be 13 years of age or older to register as a Member of the Zinch Services. The Zinch Services are reserved for high school students and those seeking higher education, as well as accredited colleges, universities and approved third party educational organizations. Educational organizations include accredited colleges and universities, secondary and higher educational institutions, the armed forces and nonprofit organizations whose purposes advance the mission of Zinch, add value to the admission and/or recruitment process, and increase the educational opportunities of our Users.
By accepting this Agreement, you represent and warrant to Zinch that you are 13 years of age or older, and that you have the right, authority and capacity to agree to and abide by this Agreement. If you are under 18 years of age, you represent and warrant that you have gone over this Agreement with your parent or legal guardian, and that they consent to your use of the Zinch Service. Your profile may be deleted and your membership may be terminated without warning, if we believe that you are under 13 years of age, we cannot confirm your identity, or we believe that you are using the Zinch Services in a manner contrary to this Agreement or applicable law. Zinch reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Zinch Services at any time, for any reason, with or without prior notice, and without liability.
Proprietary Rights.
Unless otherwise specified, all materials appearing within the Zinch Services, including, without limitation, the text, site design, logos, graphics, and icons, as well as the selection, assembly and arrangement thereof, are the sole property of Chegg and its licensors. You may only use the content of the Zinch Services for your own personal use. You agree not to view, copy, or procure content or information from the Zinch Services by automated means (such as scripts, bots, spiders, crawlers, or scrapers) unless formally authorized by Chegg under separate written agreement. No materials from the Zinch Services may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without Chegg's prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on the Zinch Services may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties.
User Content.
When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish (collectively, "Submit") any material ("User Content") to Zinch, any Zinch employee or contractor, or the Zinch Services, you grant Chegg, Inc. and our licensees, distributors, agents, representatives and other entities or individuals authorized by Chegg, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, create derivative works based upon and otherwise use the User Content. Chegg is not required to host, display, or distribute, and may remove at any time, any User Content. You represent and warrant that (i) you own the User Content Submitted by you on, through or in connection with the Zinch Services, or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Zinch Services and/or linked services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. This "User Content" section shall survive any expiration or termination of your relationship with Zinch or Chegg.
We may, but are not obligated to, review User Content prior to posting it on or distributing it through the Zinch Services, or allowing them to be distributed through the Zinch Service. This includes private messages exchanged by you and other users through the Zinch Services. We reserve the right to prohibit any User Content from being distributed and we may remove User Content from the Zinch Service at any time for any reason without prior notice.
Zinch may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for Zinch or may cause Zinch to lose (in whole or in part) the services of its ISPs or other suppliers.
Zinch does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or any other communications posted by Users or endorse any opinions expressed by Users. Any reliance on material posted by other Users will be at your own risk. Zinch does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Zinch expressly disclaims any and all liability in connection with User Content. Zinch does not permit copyright infringing activities and infringement of intellectual property rights on the Zinch Services.
You are solely responsible for the User Content you submit, through or in connection with the Zinch Services, and any material or information that you transmit to other users and for your interactions with other users. The following are examples of the kind of User Content that may not be posted on the Zinch Services, and the types of activities that are not permitted through the Zinch Services. In addition to removing such prohibited materials, Zinch may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.
Prohibited User Content includes, but is not limited to, material that Zinch determines:
- is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- exploits people in a sexual or violent manner;
- contains nudity, violence, or offensive subject matter or contains a link to an adult website;
- publicly posts information that poses or creates a privacy or security risk to any person;
- constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
- involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
- contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users;
- involves commercial activities and/or sales without prior written consent from Zinch such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph or video of another person that you have posted without that person's consent;
- violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
Prohibited activities include:
- criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
- unauthorized advertising to, or solicitation of, any user to buy or sell any products or services;
- circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Zinch Services;
- activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
- modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any content from the Zinch Services;
- covering or obscuring the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any Zinch page via HTML/CSS or any other means;
- any automated use of the Zinch Services, such as, but not limited to, using scripts to send messages or posts;
- interfering with, disrupting, or creating an undue burden on the Zinch Services or the networks or services connected to the Zinch Services;
- displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Zinch Services on behalf of that person, such as placing commercial content on review posts or solutions, links to e-commerce sites not authorized by Zinch, or sending messages with a commercial purpose;
- activity unrelated or disruptive to the Zinch Services, such as intentionally distributing the wrong solutions to problems, submissions that force browsers to scroll horizontally, large blank or content-free submissions, "Bumping" multiple older topics (posting in them well after the last post), posting multiple identical or near-identical messages or topics, including "fad" topics, hard-to-read topic titles (e.g., ALL CAPS, AlTeRnAtE cApS, no spaces, no or excessive punctuation), or multiple hard-to-read or nonsensical messages in a single or multiple topics; or
- using Zinch services in a manner inconsistent with any applicable law.
The Zinch Services contain User Content from other Users and Zinch licensors. Except for User Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any User Content appearing on or through the Zinch Services without prior written permission from Zinch.
We appreciate hearing from our Users and welcome your comments regarding the Zinch Services. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those which we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall be the property of Zinch. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. Zinch shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission.
Registration Information.
When you, the student, register with the Zinch Service, you will be asked to provide Zinch with certain information, including, without limitation, a valid email address and mailing address (your "Zinch Account Information") and create a public profile (“Zinch Profile”). Please see Zinch's Privacy Policy for further details regarding our collection, use and disclosure of your information.
You are responsible for maintaining the confidentiality of your Zinch Account Information and passwords. You shall be responsible for all uses of your registrations and passwords, whether or not authorized by you. You agree to immediately notify Zinch of any unauthorized use of your Zinch Account or passwords. You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy. You agree you will not sell, transfer or assign your membership or any membership rights.
If you cancel your Zinch account or your account is terminated, your Zinch Account Information will be removed from the Zinch Services, but will be maintained in our database. However, if you remove your profile from the Zinch Services, colleges, universities and Third Parties who have gained access to the data previously may have already saved a copy of your Zinch Profile. Zinch is not responsible for the retention, use of, or privacy of Zinch Profiles in this situation. Likewise, public posts made by you on the Zinch Services may remain on the Zinch Services in perpetuity.
After entering college or university, student users can continue to log in and update both their profile and personal URL to maintain eligibility for scholarships, showcase themselves to future employers, or others with whom they need to show resumes.
Any Zinch Profile you, the student, submit must describe you, an individual person. Examples of inappropriate and prohibited Zinch Profiles include, but are not limited to, Zinch Profiles that purport to represent an animal, place, inanimate object, group, organization, fictional character, or real individual that is not you. We may provider you tools to limit some of the information available to the public in your Zinch Profile.
Your Zinch Profile does not take the place of any college entrance application. It does not guarantee the admittance into college and Zinch does not make any guarantees, representations or promises that such will assist you in getting admitted into college. Zinch members are the sole creators of their profiles and Zinch does not independently verify the information provided by Members or the identity of Members.
Consent to Electronic Communications and Email Solicitation.
When you, the student, register for the Zinch Services, you agree that we may provide you with information and other materials regarding products, services, and other offers from time to time as described in our Privacy Policy. Such solicitations may take the form of materials mailed to you, telephone calls, email messages or other forms. Solicitations will be made to the addresses and numbers provided to us in the registration process.
Reporting Infringement.
Chegg respects the intellectual property rights of others and takes the protection of copyrights and other intellectual property seriously. If you believe your work has been infringed through the Zinch Services, please notify us at copyrightagent@Chegg.com, or at fax number (408) 521-0400 or by mail at Chegg, Inc., Attention: General Counsel, Chegg, 2350 Mission College Blvd, Suite 1400, Santa Clara CA 95054, and provide the following information:
- Your contact information, including name, address, telephone number, and e-mail address;
- A description of the copyrighted work you claim has been infringed;
- A reasonably specific description of where the allegedly infringing material is located on the Zinch Services (including, e.g., the URL);
- A statement by you that you have a good-faith belief that the allegedly infringing material is not authorized by the copyright owner, its agent, or the law;
- Your electronic or physical signature; and
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES INCURRED BY CHEGG, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF RELIANCE UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. You agree we may provide your notice to the provider of the allegedly infringing material.
We have a policy of terminating accounts of users who repeatedly and intentionally infringe the intellectual property rights of others.
Zinch Limits Its Liability.
The Zinch Services are a venue for universities and colleges to recruit and for students to post public profiles/resumes. Zinch is not liable for the accuracy of information posted by Users on the Zinch Services. Parts of your profile will be automatically available to search engines and the public unless you choose to change your profile settings, and therefore, such information may be viewed by anyone. Because user authentication on the Internet is difficult, Zinch cannot and does not confirm that each User is who he or she claims to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on any Zinch Service, in the event that you have a dispute with one or more Users, you release Zinch (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
The Zinch Services may contain inaccuracies or typographical errors. Zinch makes no representations about the accuracy, reliability, completeness, or timeliness of the Zinch Services or any content therein. The use of the Zinch Services and any content therein is at your own risk. Changes are periodically made to the Zinch Services and may be made at any time. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any profile information or material contained therein placed by you on the Zinch Services. Zinch is not to be considered to be an employer with respect to your use of any Zinch Service and Zinch shall not be responsible for any higher education decisions, for whatever reason made, made by any person or entity posting a profile on any Zinch Service.
Zinch cannot guarantee and does not promise any specific results from use of the Zinch Services. No advice or information, whether oral or written, obtained by a User from Zinch or through or from the Zinch Services shall create any warranty not expressly stated herein.
THE ZINCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CHEGG SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CHEGG SPECIFICALLY DOES NOT WARRANT THAT THE ZINCH SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE ZINCH SERVICES OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT MAKES THEM AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CHEGG DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF ITS PRODUCTS, WEBSITES OR SERVICE, OR REGARDING THE RESULTS OF THE USE OF THE ZINCH SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. Chegg is not responsible for the User Content, accuracy or opinions expressed IN USER CONTENT POSTED OR PROVIDED BY THIRD PARTIES on Zinch Services or linked services, and such Zinch Services and linked services are not necessarily investigated, monitored or checked for accuracy or completeness by Chegg. Inclusion of any linked web site or service on the Zinch Services does not imply approval or endorsement of the linked website or service by Chegg. In addition, Chegg is not responsible for any damage, injury or loss caused by users of Zinch Services or by any of the equipment or programming associated with or utilized in Zinch Services or linked services. Posts and linked services created and posted by users on, though or in connection with Zinch Services may contain links to other websites or services. Chegg takes no responsibility for third party advertisements or linked services that are posted on, through or in connection with Zinch Services or linked services, nor does it take any responsibility for the goods or services provided by these third parties. Under no circumstances WILL Chegg be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of Zinch Services or linked services, attendance at a CHEGG event, from any User Content posted on or through Zinch Services or linked services, or from the conduct of any Users of Zinch Services, whether online or offline. This "Disclaimers" section shall survive any expiration or termination of your relationship with Chegg.
Without limiting any of the other disclaimers of warranty set forth in this Agreement, Zinch does not provide or make any representation as to the quality or nature of any of the third party products “or services made available through the Zinch Services, or any other representation, warranty or guaranty. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of the applicable class, or learning material, product or service, under the terms agreed to by the provider.
Limitations of Liability.
IN NO EVENT SHALL CHEGG (INCUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR RELATED TO THE USE OR INABILITY TO USE THE ZINCH SERVICES, EVEN IF CHEGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE ENTIRE LIABILITY OF CHEGG (INCUDING ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE ZINCH SERVICES SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY YOU TO CHEGG IN THE PAST SIX MONTHS, OR $250, WHICHEVER IS GREATER. 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 AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THAT CASE, CHEGG'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH CHEGG.
Activities Involving Third Parties and Links to Other Sites.
Zinch Services may contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Zinch of the contents on such third-party web sites. Zinch is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
Functionality on the Zinch Services may also permit interactions between the Zinch Services and a third party web site or online feature, including applications that connect the Zinch Services or your profile on the Zinch Services with a third party site or feature. For example, the Zinch Services may include a button enabling you to indicate, on your social networking pages, that you “like” a specific product on the Zinch Services, or a feature that lets you post to your social networking pages a link to a specific Zinch Services product or the ability to share content from the Zinch Services or your User Content with a third party, which may be publicly posted on that third party’s web site. Using this functionality typically requires you to login to your account on the third party site and you do so at your own risk. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features.
YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND THROUGH THE ZINCH SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
No Resale or Unauthorized Commercial Use.
You agree not to resell or assign your rights or obligations under this Agreement. You also agree not to make any unauthorized commercial use of any Zinch Service or the content therein.
Indemnity and Assumption of Risk.
You, for yourself and on behalf of your heirs, assigns, personal representatives and next of kin, agree to indemnify and hold harmless Zinch, its affiliates, and their respective officers, directors, employees, officials and agents, from and against any claims, actions, losses, liabilities or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material you provide to any Zinch Service, (ii) your use of any content available on the Zinch Services, (iii) any injury, disability or death you may suffer, or loss or damage to person or property to the fullest extent permitted by law, that occur during the creation, disclosure or use of any User Content; or (iv) your breach or alleged breach of this Agreement. Zinch shall provide notice to you promptly of any such claim, suit, or proceeding. Zinch reserves the right to control the defense and settlement of any claim. In any event, you will not settle any claim without the prior written consent of Zinch.
General.
Access to content within the Zinch Services may not be legal by certain persons or in certain countries. If you access the Zinch Services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Except as expressly provided in an additional agreement, additional terms of use for areas of Zinch.com, a particular "Legal Notice," or software license or material on particular web pages, this Agreement constitute the entire agreement between you and Zinch with respect to your use of Zinch.com. No changes to this Agreement shall be made except by a revised posting by Chegg on the Zinch Service.
Legal Disputes/BINDING ARBITRATION.
If a dispute arises between you and Chegg, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that relates to or arises out of this Agreement or the Services or your use of the Services (a "Claim") in accordance with the subsections below.
General. You and Chegg agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, "Disputes") will be settled by binding arbitration; except that either party retains the right to bring an individual action in small claims court. You acknowledge and agree that you and Chegg are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Chegg otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Legal Disputes" section will be deemed void. This "Legal Disputes" section will survive any termination of this Agreement. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights or breach of the User Content and Activities provisions of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Section of this Agreement. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Rules, Governing Law, Jurisdiction and Venue. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section of this Agreement. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action taken in a small claims court as contemplated by these terms will be the courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/si.asp?id=3477 and a separate form for California residents at http://www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Chegg otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Chegg submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of Limitation of Liability section of this Agreement as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Chegg will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Chegg will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. If Chegg changes this Legal Disputes section, you may reject any such change by sending us written notice (including by email to legaldept@chegg.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Chegg in accordance with the provisions of this Section as of the date you first accepted the terms of this Agreement (or accepted any subsequent changes to this Agreement).
This "Legal Disputes" section shall survive any expiration or termination of your relationship with Chegg.
Additional Terms of Use.
Certain areas of the Zinch Services are subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.
Zinch may enter into separate contracts with educational institutions and third parties. To the extent that employees of such educational institutions and third parties are using Zinch relating to that contractual relationship, and the contract differs in any material respect from these Terms, the terms of the contract will control.
Term and Termination.
These Terms of Use will remain in full force and effect while you are a User of the Zinch Services at any level. Zinch reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of your User Content from the Zinch Services and immediate termination of your registration with or ability to access Zinch Services and/or any other services provided to you by Zinch, for any reason, including, without limitation, upon any breach by you of this Agreement or if Zinch is unable to verify or authenticate any information you submit to the Zinch Services. Even after you are no longer a User of the Zinch Services, certain provisions of this Agreement as noted above will remain in effect.
Miscellaneous.
If any provision of this Agreement is declared invalid, illegal or unenforceable, all remaining provisions continue in full force and effect. The failure of Chegg to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision. The section titles of this Agreement are for convenience only and have no legal or contractual effect. Non-performance of either party, except for the failure to make required payments, will be excused to the extent performance is delayed or rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing party. This "Miscellaneous" section shall survive any expiration or termination of your relationship with Chegg.
Contacting Chegg.
If you have any questions or concerns regarding the Zinch Services, please write to us at http://www.chegg.com/contactus/ or at our offices located at 2350 Mission College Blvd., Suite 1400, Santa Clara, CA 95054. All notices, authorizations, and requests to Chegg shall be deemed given on receipt.
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