Terms of Service

These Terms of Service (“Terms”) apply to your access to and use of the websites and other online products and services.

Phillips Terms of Service

LAST UPDATED: May 8, 2023

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the https://phillips.academy website (the "Service") operated by Phillips Academy. ("us", "we", or "our"). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all users and others who wish to access or use the Service.
You agree to be bound by these Terms by accessing or using the Service. If you disagree with any part of the terms, you do not have permission to access the Service.

Acceptance of Terms of Service

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the website, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

Certain of the Services may be subject to additional Terms of Service specified by us from time to time; your use of such Services is subject to those additional Terms of Service, which are incorporated into these Terms of Service by this reference.

These Terms of Service apply to all Services users, including, without limitation, users who are contributors of content information and other materials or services, registered or otherwise.

Registering Your Account

In order to access certain features of the Phillips Academy website, enroll a student or register as a coach, you will be required to become a Registered User. For purposes of the Terms, a "Registered User" is a User who has registered a Phillips Academy account on the website ("Account").

Registration Data

In registering for an Account on the website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Phillips Academy Platform under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you will monitor your Account and accept full responsibility for any unauthorized use of the Phillips Academy Platform. You may not share your Account or password with anyone, and you agree to (1) notify Phillips Academy immediately of any unauthorized use of your password or any other security breach and (2) exit from your Account at the end of each session. Suppose you provide any information that is untrue, inaccurate, not current or incomplete, or Phillips Academy has reasonable grounds to suspect that such information is incorrect, inaccurate, not current or incomplete. In that case, Phillips Academy has the right to suspend or terminate your Account and refuse any and all current or future use of the Phillips Academy Platform (or any portion thereof). You agree not to create an Account using a false identity or information or on behalf of someone other than yourself. You agree that you will not have more than one Account per Platform at any given time. Phillips Academy reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights. You agree not to create an Account or use Phillips Academy Platform if Phillips Academy has previously removed you or has been banned from any of the Phillips Academy Platforms (or any portion thereof).

The Services

Phillips Academy is an educational service that offers a personalized learning experience to students through local educators known as "Coaches" who teach in a micro classroom setting.

Phillips Academy guides the learning experience, has a state standard-aligned curriculum, and a supportive management system to ensure students receive a high-quality education. Phillips Academy determines the type, quantity and availability of activities and services at its sole discretion.

Payments and Billing

5.1 Paid Services. Certain parts of our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in using or signing up for a Paid Service are deemed part of this Agreement.

5.2 Billing. We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for the use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method").

Trademarks

Phillips Academy's stylized name and other related graphics, logos, service marks and trade names, collectively and any portion thereof used, are the trademarks of Phillips Academy and may not be used in whole or in part, in any manner, without permission in connection with any third-party products or services. Other trademarks, service marks and trade names, whether registered or unregistered, may appear on or in Phillips Academy Materials and are their respective owners' property.

Your Content

Phillips Academy does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Phillips Academy Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

License To Your Content

Subject to any applicable account settings that you select, you grant Phillips Academy a royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) to operate and provide the Phillips Academy Platform. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of the Phillips Academy Platform. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content has completely and effectively waived all such rights and validly and irrevocably granted you the right to grant the license stated above. You agree that you, not Phillips Academy, are responsible for all your content available on or in the Phillips Academy Platform.

Rules of Conduct

10.1 As a condition of use, you promise not to use the Services for any purpose prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services, whether or not the actions were yours.

10.2 You represent, warrant and agree that you shall not (and shall not permit any third party to) either (a) take any action, (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, or (c) otherwise use or interact with the

Services in a manner that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or any third party;
impersonates any person or entity, including any of our employees or representatives;
includes anyone's identification documents or sensitive financial information;
jeopardizes the security of your or anyone else's Account; or
copies or stores any significant portion of the content

10.3 You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the SiteSitei) harvest or scrape any Content from the Services; or (vii) otherwise take any action violating our guidelines and policies.

10.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws expressly prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

10.5 We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

Third-Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services, or resources may contain links to the Services. You do so at your own risk when you access third-party resources online. These other resources are not under our control. You acknowledge that we are not responsible or liable for the content functions, accuracy, legality, appropriateness, or other aspects of such websites or resources. Including any such link does not imply our endorsement or association between their operators and us. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with you. If you wish to terminate your Account, you may follow the instructions on the website. Any fees paid hereunder are non-refundable.

Warranty Disclaimer

13.1 We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding the following:
Which users gain access to the Services;
What content do you access via the Services;
How you may interpret or use the content or
Your participation in any activity or Services.

13.2 You release us from all liability for you having or not acquiring content through the Services. We make no representations concerning any Content contained in or accessed through the Services. We will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the Services.

13.3 THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS, DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In this event, you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.

Governing Law/Arbitration

PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.

The laws of the state of Ohio shall govern this Agreement without giving effect to conflict of laws principles. We agree that any dispute, claim, or disagreement between us shall be resolved exclusively by arbitration. Arbitration is a process in which persons with a dispute(s): (i) agree to submit their dispute(s) to a neutral third person (an "arbitrator") for a decision; and (ii) waive their rights to file a lawsuit in court to resolve their dispute(s). Each party to the dispute(s) can present some evidence to the arbitrator. Pre-arbitration discovery may be limited. Arbitration proceedings are private and less formal than court trials. The arbitrator will issue a final and binding decision resolving the dispute(s), which may be enforced as a court judgment. A court rarely overturns an arbitrator's decision.

THEREFORE, YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:
For purposes of this Arbitration Provision the words "dispute" and "disputes" are given the broadest possible meaning and include, without limitation (i) all claims, disputes, or controversies arising from or relating directly or indirectly to the signing of this Arbitration Provision, the validity and scope of this Arbitration Provision and any claim or attempt to set aside this Arbitration Provision; (ii) all federal or state law claims, disputes or controversies, arising from or relating directly or indirectly to this Agreement (including the Arbitration Provision), the information you gave us before entering into this Agreement, and/or any past agreement or agreements between you and us; (iii) all counterclaims, cross-claims and third-party claims; (iv) all common law claims, based upon contract, tort, fraud, or other intentional torts; (v) all claims based upon a violation of any state or federal statute or regulation; (vi) all claims asserted by us against you, including claims for money damages to collect any sum we claim you owe us; (vii) all claims asserted by you individually against us and/or any of our employees, agents, directors, officers, shareholders, managers, or affiliated entities (hereinafter collectively referred to as "related third parties"), including claims for money damages and/or equitable or injunctive relief; (viii) all claims asserted on your behalf by another person; and/or (ix) all claims asserted by you as a private attorney general, as a representative and member of a class of persons, or in any other representative capacity, against us and/or related third parties.
All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in effect at the time of the dispute. The cost of the arbitration will be borne equally by the parties. The arbitration award will be final and binding and may be enforced by any court in Ohio.
Only disputes involving you and Phillips Academy may be addressed in the arbitration. This means the arbitration may not address disputes involving other persons with similar disputes between you and Phillips Academy.
The arbitrator shall be able to award any legal or equitable remedy or relief that a court could order or grant under this Agreement. All statutes of limitations to any dispute shall apply to any arbitration between us. The Arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of the law.
Binding Effect. This Arbitration Provision is binding upon and benefits you, your respective heirs, successors, and assigns. The Arbitration Provision is binding upon and helps us, our successors and assigns, and related third parties. The Arbitration Provision continues in full force and effect, even if your obligations have been prepaid, paid, or discharged through bankruptcy. The Arbitration Provision survives any termination, amendment, expiration, or performance of any transaction between you and us. Unless you and we otherwise agree in writing, it continues in full force and effect.
Severability. Suppose any portion of this Arbitration Provision is deemed invalid or unenforceable. In that case, it will not invalidate the remaining parts of the Arbitration Provision unless the provision precluding the arbitrator from conducting a class arbitration as set forth above is deemed invalid or unenforceable, in which case this entire Arbitration Provision shall be deemed void.

Export Control

Phillips Academy controls and operates the Platform from its headquarters in the United States and makes no representation that the content is appropriate or available for use in other locations. Suppose you use the Platform from different locations. In that case, you are responsible for compliance with applicable state and federal laws, including, but not limited to, export and import control laws and regulations of the United States. No software from this Site be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or connecting to Phillips Academy, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Children's Online Privacy Protection Act

To protect children's online privacy, we comply strictly with applicable laws and regulations, including the Children's Online Privacy Protection Act. We do not:

Collect online contact information from children under 13 without prior parental notification and consent, which will allow the parent to prevent the use of the information and the child's participation in the related activity. Without prior parental consent, online information will only be used to respond directly to a child's request and will not be used for other purposes.
Collect the personally identifiable offline contact information of a child under age 13 without prior parental consent.
Distribute to third parties any personally identifiable information relating to a child under age 13 without prior parental consent.
Give children under age 13 the ability to publicly post or otherwise distribute personally identifiable contact information without parental consent.
Entice any child by the prospect of a special game, prize, or other activity, to divulge more information than is needed to participate in the activity.

Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service or change, suspend, or discontinue the Services (including, without limitation, the availability of any feature, database, or content at any time by posting a notice on the site by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also limit certain features and services or restrict your access to parts or all services without notice or liability. While we will timely provide notice of modifications, you must check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.

Miscellaneous

20.1 Entire Agreement and Severability. These Terms of Service are the entire Agreement between you and us with respect to the Services, including use of the site, supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. Suppose any provision of these Terms of Service is found unenforceable or invalid. In that case, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable.
20.2 Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
20.3 Assignment. These Terms of Service are personal to you and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate our rights and obligations without consent.
20.4 Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service, and neither party has any authority to bind the other in any respect.
20.5 Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@phillips.academy.
20.6 No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to enforce later that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
20.7 Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
20.8 Contact
Phillips Academy
9923 Darrow Park Drive Mail Code 119-O
Twinsburg, Ohio, 44087-2664
United States
legal@phillips.academy