1. These Terms and Conditions govern your use of CW Prep’s website and any and all parts thereof (“the Website”). By using the Website you accept these Terms and Conditions in full and agree that they are reasonable. If you do not accept these Terms and Conditions in full, or if you do not agree that these Terms and Conditions are reasonable, then you must not use the Website.
2. CW Prep may update these Terms and Conditions at any time, and your continued use of the Website constitutes your acceptance of the updated Terms and Conditions. You agree that the most current Terms and Conditions will apply to your use of the Website from the date of their publication on the Website. PLEASE CHECK THE WEBSITE REGULARLY TO ENSURE THAT YOU ARE FAMILIAR WITH THE MOST CURRENT TERMS AND CONDITIONS.
4. CW Prep reserves the right to send you communications concerning your use of the Website or CW Prep’s services.
Acceptable and Prohibited Uses
5. You may use the Website only for personal, noncommercial test-preparation purposes in the United States. Without limitation, you may not:
- attempt to obtain unauthorized access to the Website;
- assist or allow another person to obtain unauthorized access to the Website;
- create a hyperlink to the Website in connection with a portrayal of CW Prep or its services in a false, misleading, derogatory, or otherwise offensive manner;
- edit, modify, copy, download, duplicate, reproduce, transmit, disseminate, circulate, broadcast, publish, republish, distribute, or redeliver the Website;
- use data mining, robots, spiders, scripts, data gathering or extraction tools, or framing technology with respect to the Website;
- introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or harmful;
- use the Website in any way that causes, or may cause, damage to the Website or impairment of the availability, accessibility, or display of the Website;
- use the Website in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
- license, sublicense, sell, resell, rent, lease, or loan the Website;
- use the Website for any purpose outside of the United States.
6. If you obtain authorization to use the Website, you must ensure that your user-account information (including your user name and password) is kept confidential and not shared. If CW Prep has reason to believe that any unauthorized or improper use of the Website is being, or may be, made by you or by means of your user account, CW Prep may terminate, suspend, limit, or place conditions on, your access to the Website. In any event, CW Prep reserves the right to terminate your access to the Website at CW Prep’s sole discretion without notice or explanation.
7. Any right you have to use the Website is personal and nontransferable. You may not sell, assign, convey, or otherwise transfer any right you have to use the Website to any third party. Any attempt to do so shall automatically terminate your right to use the Website.
Special Terms and Conditions for Instructors
8. If you are an authorized instructor, then you shall pay no fee to CW Prep in consideration of your access to the Website. Instead, your access to the Website for a limited period of time is in consideration of and subject to these Terms and Conditions, including, among others, the Special Terms and Conditions for Instructors in paragraphs 8, 9, 10, and 11.
9. If you are an authorized instructor, you agree that CW Prep has expertise in the creation and development of information, ideas, concepts, and know-how relating to exam preparation, including, without limitation, copyrights, trade secrets, methods, and approaches (the “Confidential Information”). CW Prep may disclose, or may have disclosed, to you such Confidential Information as CW Prep deems, or has deemed, appropriate. You agree that such Confidential Information is proprietary, secret, and confidential and is or has been disclosed to you only in conjunction with CW Prep’s business relationship or potential business relationship with the school, school district, or other entity with which you are affiliated and for no other reason. You agree to treat all Confidential Information as confidential, not to disclose the same to any third party, and to immediately notify CW Prep in writing of any misuse or misappropriation of the Confidential Information. You acknowledge that CW Prep has legitimate, legally protectable business interests in its goodwill and in its services, including, without limitation, in its Confidential Information. You acknowledge both that CW Prep shall or may in reliance on these Terms and Conditions provide you with Confidential Information and that the provisions of these Terms and Conditions are reasonably necessary to protect CW Prep’s interests.
10. If you are an authorized instructor, you agree that during the term of your authorized access to the Website and for a period of three years thereafter, you and your employees or agents will not directly or indirectly create, or assist another in creating, any test-preparation service, program, course, or curriculum that uses a method or approach that is substantially similar to CW Prep’s services within 50 miles of your primary place of instruction, nor otherwise act so as to violate the spirit of this paragraph.
11. If you are an authorized instructor, you agree to use CW Prep’s services in conformity with any training or instructions concerning the use of those services provided by CW Prep or its authorized consultants. You agree to take all actions reasonably necessary to ensure that (a) you and all students under your supervision comply with all applicable laws in connection with the use of CW Prep’s services, (b) each student user account is used by only one student and that user-account information is not shared, and (c) only authorized students are using the Service.
12. The contents of the Website, including its “look and feel,” are protected under copyright, patent, trademark, and other laws. You agree that you have not acquired, and will not acquire, any right, title, or interest in the Website, including without limitation any copyrights, trademark or service mark rights, patent rights, or other intellectual property rights. You acknowledge CW Prep’s title to CW Prep’s Website, intellectual property, and goodwill, and you agree that ownership remains vested in CW Prep during your use of the Website and thereafter.
13. If you believe that the Website violates someone’s intellectual property rights, please report it by emailing firstname.lastname@example.org.
Disclaimer of Warranties
14. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CW PREP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, CUSTOM, OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, GUARANTEED UPTIME, UNINTERRUPTED ACCESS, AVAILABILITY, ACCURACY, USEFULNESS, AND WORKMANLIKE PERFORMANCE.
15. YOU USE THE WEBSITE AT YOUR OWN RISK. CW PREP DOES NOT WARRANT THAT THE USE OF ANY METHOD, STRATEGY, APPROACH, OR OTHER INFORMATION CONTAINED IN OR DESCRIBED ON THE WEBSITE WILL BE EFFECTIVE OR WITHOUT FAULT OR ERROR OR WILL PRODUCE SATISFACTORY RESULTS. CW PREP DOES NOT WARRANT THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE WILL BE FREE FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. THE WEBSITE’S FUNCTIONALITY MAY DEPEND ON THIRD-PARTY PLATFORMS THAT CW PREP DOES NOT CONTROL. YOU ASSUME THE RISK THAT ANY PLATFORMS ON WHICH THE WEBSITE DEPENDS MAY BE OR BECOME UNSAFE OR UNAVAILABLE.
Limitation on Liability
16. IN NO EVENT SHALL CW PREP BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE WEBSITE (INCLUDING WITHOUT LIMITATION ANY LOST BUSINESS, PROFITS, SALES, OR REVENUES), EVEN IF CW PREP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL. IN ANY EVENT CW PREP’S AGGREGATE LIABILITY TO YOU, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT YOU HAVE PAID TO CW PREP WITHIN THE PREVIOUS 12 MONTHS.
17. YOU AGREE THAT CW PREP HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND AUTHORIZED CONSULTANTS. YOU AGREE THAT YOU WAIVE ANY AND ALL CLAIMS AGAINST ANY AND ALL OF THE FOREGOING ENTITIES AND INDIVIDUALS IN CONNECTION WITH THE USE OF THE WEBSITE OR CW PREP’S SERVICES. WITHOUT PREJUDICE TO THE PROVISIONS OF THE IMMEDIATELY PRECEDING SENTENCE, YOU AGREE THAT THESE TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES SET FORTH HEREIN) WILL PROTECT THE FOREGOING ENTITIES AND INDIVIDUALS.
18. You are solely responsible for obtaining telecommunications access to the Website, any software or device for accessing the Website, and any fees or expenses relating to such access. CW Prep assumes no responsibility, and shall not be liable for, any damages to, or viruses or other harmful components that may infect, your computer equipment or other property.
19. The Website may contain links to other websites or online resources. CW Prep is not responsible for the content of such links, any linked site, or any link contained in a linked site. The display of any link does not imply endorsement by CW Prep of the linked site. IN NO EVENT WILL CW PREP BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO THE USE OF OR RELIANCE ON ANY LINKED THIRD PARTY SITE OR ANY LINK CONTAINED ON ANY SUCH SITE.
20. No third party other than CW Prep’s members, officers, employees, agents, or authorized consultants shall be deemed a beneficiary of these Terms and Conditions or have the right to make any claim or defense or assert any right hereunder.
21. You agree to indemnify and hold harmless CW Prep, its members, officers, employees, agents, and authorized consultants from and against any and all claims, demands, causes of action, damages, liabilities, losses, judgments, awards, and expenses of any nature whatsoever (including without limitation attorney’s fees, costs, and any amounts paid by CW Prep or a CW Prep member, officer, employee, agent, or authorized consultant, to a third party in settlement of a claim or dispute on the advice of legal advisers) arising out of or relating to (a) your violation of any law or a right of any third party; (b) your breach of any of these Terms and Conditions; or (c) any claim that you have breached any law, a right of any third party, or any of these Terms and Conditions.
Governing Law and Forum
22. The laws of the State of Arkansas will govern the validity, construction, interpretation, and performance of these Terms and Conditions, as well as any claim that might arise between you and CW Prep relating to the Website or CW Prep’s services, without giving effect to conflict-of-law provisions. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to these Terms and Conditions. The parties consent to the personal jurisdiction of the courts sitting in Little Rock, Arkansas, and waive any right to assert forum non conveniens. Except as set forth in paragraphs 23, 24, and 25, these courts shall have exclusive jurisdiction over any claims arising out of or relating to these Terms and Conditions, the Website, or CW Prep’s services.
23. In the event of any dispute arising under or related to these Terms and Conditions, to a breach thereof, to your use of the Website, or to your use of CW Prep’s services, the complainant must clearly set out in a written notice the nature of the dispute and deliver the notice to the other party. Both parties must make reasonable, good-faith efforts to resolve the dispute. If you and CW Prep are unable to resolve the dispute within 30 days of delivery of the written notice through the efforts described above in this paragraph 23, the exclusive means of resolving the dispute shall be by arbitration in Pulaski County, Arkansas, or such other location as you and CW Prep may mutually agree, and each party consents to any such disputes being so resolved. A notice of arbitration must be filed within 120 days of the delivery of the written notice described above in this paragraph 23, or otherwise any claim related to the substance of the notice shall be forever barred. There shall be a sole arbitrator. You and CW Prep shall select the arbitrator by agreement; provided, however, that if you and CW Prep are unable to agree to the arbitrator within 21 days, then the arbitrator shall be appointed by the American Arbitration Association (AAA).
24. The arbitration shall be administered by the AAA under its Commercial Arbitration Rules in effect at the time of the arbitration and shall be governed by the substantive laws of the State of Arkansas without giving effect to conflict-of-law provisions. The parties agree that the arbitrator shall assume case management initiative and control over the arbitration process in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute. In any event, unless the parties mutually agree otherwise in writing, the dispute must be resolved within one year of the filing of the notice of arbitration.
25. The arbitrator shall not award punitive damages or other damages in excess of compensatory damages, except where required by statute. You and CW Prep waive any right to recover any such damages. Any award rendered by the arbitrator shall be final and binding on you and CW Prep, and each party waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal of, or collateral attack against, such award. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction. The expenses of arbitration, including the arbitrator’s fees, expert witness fees, and attorney’s fees, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrators.
26. CW Prep’s failure to insist upon strict performance of any of these Terms and Conditions, or to exercise any right, shall not be deemed to be a waiver. Without prejudice to the provisions of the immediately preceding sentence, CW Prep’s waiver of any of these Terms and Conditions, or of any right, shall not affect CW Prep’s ability to enforce these Terms and Conditions, or to exercise any right.
27. In compliance with the Children’s Online Privacy Protection Act, CW Prep does not permit children under 13 years of age to use the Website. You represent that any access or use of the Website will be by an individual who is at least 13 years of age.
28. Except with regard to monetary obligations, neither you nor CW Prep will be responsible for any delay or failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, fires, floods, disturbances, riots, wars, terrorist acts, public health crises, or other causes whether of the type enumerated or not.
29. Headings are used for convenience and ease of reference and do not affect the scope or intent of these Terms and Conditions.
30. Nothing in these Terms and Conditions shall be construed as purporting to put into effect any invalid, illegal, or otherwise unenforceable term or condition. If any of these Terms and Conditions is found to be invalid, illegal, or otherwise unenforceable, that will not affect the other Terms and Conditions. Any invalid, illegal, or otherwise unenforceable part of these Terms and Conditions will be deemed modified to the extent necessary to render it valid, legal, or otherwise enforceable, and both your rights and obligations and CW Prep’s rights and obligations will be construed accordingly, preserving to the fullest permissible extent the intent of these Terms and Conditions.
Updated August 4, 2020.