Partnership Terms Partnership Order
By agreeing to these Partnership Terms (“Terms”), the parties agree that I Love Teachers (“ILT”) will provide advertising services in connection with I Love Teachers’ websites, mobile applications, and other properties (including non-I Love Teachers properties if included in the Ad Program purchased by Client) (collectively, the “Site”) that you, as “Client” (also referred to throughout these Terms as “you” or “your”), purchased from I Love Teachers as described in Section 1 of these Terms (the “Ad Programs”), subject to your compliance with these Terms. Each purchase from I Love Teachers is set forth in an order form which may take the form of an online order form or a purchase order document (either provided in electronic format or paper), each an (“Order Form”), and will include a description of the Ad Programs being purchased, applicable fees, the date the Ad Program starts (“Service Start Date”), special promotions, the duration of the advertising commitment (“Commitment Period”), renewal terms, any Early Termination Fees and other relevant information. Each Order Form is governed by and incorporated into these Terms. I Love Teachers may at any time replace the features associated with any Ad Program with features of substantially similar value. The Ad Programs are provided to Client in San Francisco, California.
You and I Love Teachers agree that any calls with I Love Teachers, whether or not initiated by I Love Teachers, may be monitored and recorded for quality purposes.
By agreeing to these Terms, you represent and warrant that you have full legal power and authority to enter into these Terms, perform the obligations hereunder, and authorize and pay the fee payments set forth in the Order Form.
1. Ad Programs
“I Love Teachers Ads”: An “Ad Impression” occurs when I Love Teachers displays a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. I Love Teachers uses an auction with auto-bidding to determine which Ad Impressions are displayed on the Site. The pool of advertisers that compete in each auction is determined by a number of factors, including, relevance, the predicted Click through rate for the Advertiser’s Ad Impression, competition, Minimum Bid Price and other factors. A “Click” is a single instance for which I Love Teachers records that a user acted on the Ad Impression by clicking on it or in connection with an Ad Impression, such as requesting information, quotes, or appointments. Predicted Click Through Rate is the value assigned by I Love Teachers that represents that likelihood that a user will Click on the Ad Impression. I Love Teachers determines Minimum Bid Price using factors such as category, location, relevance for the Ad Impression to the user and other factors. Each factor is dynamic which means that the Minimum Bid Price can vary at any time. If there are no competing advertisers in an auction, the Client’s Ad Impression is displayed and the Client will pay its Minimum Bid Price per Click. If there are multiple advertisers in an auction, I Love Teachers uses an auto-bidding system that ranks the advertisers based on Predicted Click Through Rate, price, relevance, competition and other factors. Client agrees that I Love Teachers may implement and modify this auto-bidding system in an effort to maximize the number of Clicks that Client receives in order to fulfill its I Love Teachers Ads budget. The advertiser with the highest rank wins the auction. I Love Teachers calculates a Final Price for each “winning” advertiser which is the minimum amount of money necessary to beat the second-place advertiser based on relevance and bid price. The “winning advertiser” pays the Final Price per Click. Client agrees to pay I Love Teachers for the total number of Clicks received during the time period set forth in the Order Form not to exceed the Client’s I Love Teachers Ads Budget amount. I Love Teachers will determine, in its sole discretion, the total number of Ad Impressions that appear on the Site, how to implement the auto-bidding system, and how to measure Clicks. All I Love Teachers Ads charges will be based on I Love Teachers’ measurement of number of Clicks and I Love Teachers’ determination of all bid pricing.
“Business Page Upgrades”: means the enhanced services on the Site, including but not limited to Enhanced Profile, Photo Slideshow, Restrict Competitors’ Ads, Featured Video, and Call to Action or other upgrades as further described on the Order Form.
“Branded Profile Program”: allows Client to access premium features in connection with its business profile page, such as listing updates, photo slideshow, and account support.
“Enhanced Profile Program”: allows Client to access additional premium features in connection with its business profile page, such as competitive ad removal from the Client business page, photo slideshow, and account support.
“Ad Impressions Program”: delivers a specified number of Ad Impressions to the Site to promote Client’s business. An “Ad Impression” occurs when I Love Teachers displays a specific reference to the Client’s business or a method of contacting or interacting with Client’s business via the Site. This program includes an Enhanced Profile, which allows Client to access premium features in connection with its business page, such as competitive ad removal from the Client business page, photo slideshow, and account management support.
“Featured Video”: Client provides a video to I Love Teachers that the Client has the rights to display on the Site, subject to I Love Teachers’ specifications and guidelines. Client may choose to use I Love Teachers’ third party video production partner to produce the video by purchasing Video Production through I Love Teachers. I Love Teachers will display the video for the duration of the associated Ad Program. Video hosting fees for the Client’s initial Ad Program will commence on the Service Start Date, regardless of whether Client has made its video available on the Site.
“Video Production”: I Love Teachers’ third party video production partner will produce a brief, compelling video about Client’s business, shot at Client’s location by a professional videographer, subject to I Love Teachers specifications and guidelines. The cost of video production is $300 (“Video Production Fee”). The Video Production Fee is waived when Featured Video is purchased. If during the initial Commitment Period, the Client terminates the Agreement or downgrades or makes changes to an Ad Program that does not include Featured Video, the Client will be billed for the Video Production Fee.
“Call Tracking Program” (Optional must be requested by Client): Replaces the phone number displayed on the Client’s business profile pages on the Site with temporary local or toll-free tracking phone numbers. Tracking numbers provided by I Love Teachers are the property of I Love Teachers or its service providers, and cannot be retained by Client. Client will be charged monthly at the rate set forth in the Order Form. Local numbers are based on availability. If local numbers are not available in a specific area code, I Love Teachers reserves the right to substitute toll free tracking numbers.
2. Fees and Payment
You agree to pay I Love Teachers the fees for the Ad Programs for the duration of the Commitment Period and any applicable renewal periods as specified in each Order Form. The fees are fixed for the duration of the Commitment Period, if a Commitment Period is specified in an Order Form, but may be modified by I Love Teachers thereafter by providing one (1) month’s prior written notice to Client. All fees are net of any taxes Client may be required to pay in its taxing jurisdiction. You are responsible for any taxes and government charges, if any. Payments are due in arrears or in advance of the period for which they apply as set forth in the applicable Order Form. Unpaid amounts or errors may be billed by I Love Teachers in subsequent invoices or in subsequent billing cycles. If Client’s payment method fails or Client’s account is past due, I Love Teachers may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees.
If the Business Page Upgrade Ad Programs are purchased individually, I Love Teachers may require that all fees be paid in advance in monthly installments. When you purchase an Ad Program that includes Business Page Upgrades and I Love Teachers Ads, a portion of your fees will cover your Business Page Upgrades and a portion will be used as a budget for I Love Teachers Ads.
IF CLIENT PROVIDES I LOVE TEACHERS WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“PAYMENT METHOD”), CLIENT AUTHORIZES I LOVE TEACHERS TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT METHOD USED TO PURCHASE AD PROGRAMS. THE FORM OF PAYMENT METHOD CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
I LOVE TEACHERS WILL UPDATE CLIENT’S PAYMENT METHOD INFORMATION IF I LOVE TEACHERS IS NOTIFIED BY CLIENT’S BANK OR PAYMENT CARD PROVIDER THAT THE PAYMENT METHOD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
3. Representations and Warranties
Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
Client represents and warrants to I Love Teachers that any information or materials that Client provides in connection with Ad Programs (“Advertising Materials”) will (a) be true and complete, (b) not contain any material that violates I Love Teachers’ Content Guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Terms (including all applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. I Love Teachers reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications of the Site.
Client further represents and warrants to I Love Teachers that Client will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid Ad Impressions, inquiries, conversions, Clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect I Love Teachers content and reviews from the Site, except as expressly permitted by I Love Teachers or (z) use any I Love Teachers trademarks in any manner without I Love Teachers’ prior written consent. All rights not expressly granted to Client hereunder are reserved by I Love Teachers.
4. Information About and Use of the Site
The Site allows teachers to post ratings and reviews about businesses like Client’s. Purchasing Ad Programs does not impact ratings or reviews. The Site employs automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently. Client understands that while I Love Teachers uses such automated software to identify potentially less helpful reviews, the software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. Client’s purchase of Ad Programs will not influence the automated software or otherwise allow or enable Client, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on the Site. I Love Teachers disclaims all liability arising from I Love Teachers’ access to Client’s account on Client’s behalf in order to make changes or post information to the Site (“Client Instructions”). It is Client’s responsibility to confirm that Client Instructions are executed as requested. Client’s use of the Site, including any use by someone else acting on Client’s instructions, is governed by the Terms of Service (For US based Clients) posted here: https://www.ILoveTeachers.com/Terms of Service.
5. Term, Program Changes & Termination
(a) Term. These Terms become effective as of the date you indicate your intention to purchase the Ad Programs and your agreement to these Terms by clicking the Purchase button on the Order Form or completing a similar action on an Order Form such as checking a box or electronically signing a document or by clicking the Restart Campaign button (or similarly named button) within your Business Owner Account (the “Effective Date”). The Terms will remain in effect through later of the last day of the Commitment Period or applicable renewal period or until the Terms are terminated as provided below.
AUTOMATIC RENEWAL: If an Order Form specifies that these Terms will automatically renew after the Commitment Period, these Terms will renew on a month-to-month basis after the end of the Commitment Period until notice of termination is provided by Client or I Love Teachers in accordance with the below subsections.
(b) Program Changes. If you purchased a program with a Commitment Period (a Term-Based Ad Program), you can request a change to your Ad Program at any time via email to Support@ILoveTeachers.com during the Ad Program’s Commitment Period (“Program Change”). To process the Program Change request, you must sign and return all Program Change documents provided to you by I Love Teachers in response to your request. Once I Love Teachers has received all necessary Program Change documents, the Program Change will take effect on the first day of the next billing cycle.
If you want to make changes to an Ad Program purchased via the Self Service tool, go to the I Love Teachers for Business Owner Account and select Edit Program. This will end the current program and allow you to purchase a new Ad Program.
I Love Teachers Ad Programs are either billed in arrears (after services are rendered) or billed in advance (prior to rendering services). If you end an Ad Program with in arrears billing and start a new Ad Program with in advance billing, you may see your final payment owed for the ended Ad Program and the first payment for your new Ad Program in the same billing cycle.
Once a new Order Form is executed between the parties (this includes Program Changes), the older Order Form will terminate on the most recent Order Form’s Service Start Date in order to prevent having two (2) or more Order Forms effective at the same time, unless the parties agree otherwise.
(c) Effect of Termination. If you have purchased Ad Programs on a pay-as-you go basis via the Self Service tool, termination is effective immediately (if provided in accordance with the notice instructions below) and you are not subject to an Early Termination Fee.
Any termination by Client of a Term-Based Ad Program during the Commitment Period (including terminations made in accordance with the notice instructions below), other than termination for I Love Teachers’ material breach of the Agreement, is subject to payment of an Early Termination Fee as set forth in the Order Form, and as explained below.
EARLY TERMINATION FEE (“ETF”): RECOGNIZING THE DISCOUNTED PRICING OFFERED BY I LOVE TEACHERS IN EXCHANGE FOR THE COMMITMENT PERIOD, AS WELL AS THE UP-FRONT SALES, SETUP, AND OPPORTUNITY COSTS THAT I LOVE TEACHERS BEARS IN CONNECTION WITH AN ORDER FORM, AND OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, THE PARTIES ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY CLIENT, CLIENT AGREES TO PAY THE EARLY TERMINATION FEE SET FORTH IN ANY ORDER FORM, IF CLIENT TERMINATES SUCH PURCHASE ORDER AFTER THE EFFECTIVE DATE AND BEFORE THE END OF ITS COMMITMENT PERIOD.
(d) Notice of Termination.
Notice of Termination for Ad Programs purchased through the Self Service platform on pay-as-you-go basis (not subject to ETF): You may terminate the Ad Programs at any time by selecting “End Campaign” via the interface in your I Love Teachers for Business Owners account. I Love Teachers will bill you for fees incurred during the time period between your last billing cycle through the date of termination.
Notice of Termination for Ad Programs with a Commitment Period, but do not include I Love Teachers Ads (subject to ETF): Client may terminate the Order Form by providing written notice to I Love Teachers’ Account Management team via email to Support@ILoveTeachers.com on or before the 15th day of the month in order for the Order Form to terminate at the end of that month. If Client provides written notice after the 15th day of the month, then the Order Form will terminate at the end of the following month. In the event of such termination, Client will pay the ETF and I Love Teachers will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination.
Notice of Termination for Ad Programs with a Commitment Period that include I Love Teachers Ads (subject to ETF): Client may terminate the Order Form on any day of the month by providing thirty (30) days’ written notice to I Love Teachers’ Account Management team via email to Support@ILoveTeachers.com. Termination will be effective at the end of the thirty (30) day notice period. In the event of such termination, Client will pay the ETF and all unpaid fees incurred during the thirty (30) day notice period, and I Love Teachers will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination. This subsection does not apply to Ad Programs purchased through the Self Service platform.
I Love Teachers may terminate any Order Form or these Terms (which also terminates any and all underlying Order Forms) at any time for any or no reason without liability, effective immediately, by providing written notice to Client. All unpaid fees incurred through the date of termination will immediately become due in the event of I Love Teachers’ termination and I Love Teachers will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination.
6. I LOVE TEACHERS’S DISCLAIMER OF WARRANTIES
CLIENT ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. I LOVE TEACHERS MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD PROGRAMS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, I LOVE TEACHERS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING CLICK RATES, CONVERSIONS, AND ANY USER-GENERATED CONTENT THAT APPEARS IN YOUR AD PROGRAMS, (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT I LOVE TEACHERS PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, USER VIEW (A SINGLE INSTANCE FOR WHICH I LOVE TEACHERS RECORDS OR HAS RECORDED THAT THE SITE, OR A PARTICULAR PAGE OR PORTION OF THE SITE, WAS ACCESSED OR VIEWED), VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. I LOVE TEACHERS SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE I LOVE TEACHERS WILL TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, I LOVE TEACHERS MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.
7. LIMITATIONS OF LIABILITY
(a) THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, CALLS OR CLICKS (“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE FEES YOU PAY I LOVE TEACHERS AND THE PERCEIVED EFFECTIVENESS OF AD PROGRAMS. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO I LOVE TEACHERS. AS SUCH, THE PARTIES AGREE THAT I LOVE TEACHERS HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE I LOVE TEACHERS’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES ON THE SITE EQUAL TO THE NUMBER OF THIRD-PARTY ACTIVITY. TO THE EXTENT THAT I LOVE TEACHERS ITSELF INADVERTENTLY GENERATES AD IMPRESSIONS, USER VIEWS, OR CLICKS, I LOVE TEACHERS’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD IMPRESSIONS, USER VIEWS, OR CLICKS, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW. I LOVE TEACHERS’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF AD IMPRESSIONS IN ANY GIVEN MONTH IS, AT I LOVE TEACHERS’S SOLE DISCRETION, FOR I LOVE TEACHERS TO EITHER (I) DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS OR (II) PROVIDE A REFUND OF THE OVERCHARGED AMOUNT, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
(b) FOR ALL OTHER CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION WITH AN ORDER FORM, AD PROGRAMS, OR THE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN SECTION 7 (a) ABOVE, I LOVE TEACHERS’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO I LOVE TEACHERS HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(c) OTHER THAN AS MAY BE CONTAINED IN AN EARLY TERMINATION FEE INDICATED IN AN ORDER FORM, NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH AN ORDER FORM, THE AD PROGRAMS, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 8 SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Client will indemnify, defend, and hold I Love Teachers and its officers, directors, agents, affiliates, and employees harmless from and against any and all third party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) the Advertising Materials, Client Instructions, or Client’s use of Ad Programs, (ii) any breach of representations or warranties provided under these Terms by Client, (iii) any Promotion, including any claims for any violation by the Promotion of any applicable law, rule or regulation, (iv) Client’s products or services or the provision thereof to end users or (v) if applicable, failure to obtain the consent from all parties to recorded phone calls originating from the Tracking Numbers if Client has enrolled in the Pay-Per-Call Program. I Love Teachers will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of I Love Teachers without I Love Teachers’ prior written consent.
9. Choice of Law and Arbitration
(a) Any claim, controversy, cause of action or dispute that might arise between Client and I Love Teachers (“Claim”) will be exclusively governed by laws of the United States of America and the State of California consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Client agrees that any subpoena, third-party discovery request, or other third-party process directed to I Love Teachers must issue from, or be domesticated by, the state or federal courts located within San Francisco County, California.
(b) All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in San Francisco, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.
(c) CLIENT AND I LOVE TEACHERS AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND I LOVE TEACHERS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
(a) Any of Client’s terms or conditions that are in addition to or different from those contained in or added by way of interlineation to the Terms, including any Order Form, as originally provided to Client by I Love Teachers that are not separately expressly agreed to in writing by both parties are deemed material and are hereby objected to and rejected by I Love Teachers. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions that conflict with, vary, or add to these Terms will be binding on I Love Teachers, and any conflicting or additional terms contained in any other documents or oral discussions are void. The Terms embodies the entire and exclusive agreement between the parties respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Terms, except as expressly set forth herein.
(b) Notices under the Terms must be in writing and sent via the following methods. I Love Teachers may provide effective notice to Client by facsimile, registered or certified mail, commercial courier or by sending an email to the email address specified in the Client Information section or as provided within your Business Owner Account, and the notice will be deemed received when received by Client, but in any event no later than two (2) days after dispatch by I Love Teachers. Any notices sent by Client to I Love Teachers must be sent via registered or certified mail, or commercial courier to its General Counsel at I Love Teachers, 140 New Montgomery Street, San Francisco, California, 94105, though notices of termination for convenience may also be sent via email as specified above in Section 5, and will be deemed received when such notice is received by I Love Teachers.
(c) Any conflict among the Terms, TOS, and Order Forms will be resolved first in favor of the Order Forms (most recent first, if applicable), then the Terms, and then the TOS. The Terms may not be amended or modified except as agreed upon in writing by the parties. No provision in the Terms may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Terms without I Love Teachers’ prior written consent, and any purported assignment by Client shall be void. If any provision of the Terms is held to be invalid or unenforceable, the parties will either substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to the Terms such that all remaining provisions of the Terms shall remain in full force and effect. Sections 6, 7, 8, 9, and 10 of the Terms will survive any termination of the Terms.
Last updated: 1/28/ 2018