Terms and Conditions

Last Updated: December 1, 2016

Please read this document carefully as the use of this website ("Site") is subject to the following Terms and Conditions. By continuing to visit, browse or use this Site, you are confirming that you agree to comply with and be bound by the terms and conditions set forth below.

List of contents

Terms of Service

The term "121 Grinds", "we", "us" or "our" refers to the owner of the website. The term "User", "you" or "your" refers to the visitor of the website.

By using the Site, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered User of the Services. These Terms govern your access to and use of the Site and all User Content and 121 Grinds Content ("Collective Content"), and constitute a binding legal agreement between you and 121 Grinds.

In addition, certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site. Failure to use the Site in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE COMPRISE AN ONLINE PLATFORM THROUGH WHICH STUDENTS MAY DIRECTLY REQUEST TO BOOK TUTORS WHO OFFER THEIR SERVICES. YOU UNDERSTAND AND AGREE THAT 121 GRINDS IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TUTORS AND STUDENTS, NOR IS 121 GRINDS A BROKER, AGENT OR INSURER. 121 GRINDS HAS NO CONTROL OVER THE CONDUCT OF TUTORS, STUDENTS AND OTHER USERS OF THE SITE AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO REGISTER WITH 121 GRINDS, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH 121 GRINDS IS LIMITED TO BEING A USER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF 121 GRINDS FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF 121 GRINDS. 121 GRINDS DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR BOOKINGS, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR BOOKING, OR ANY OTHER MATTERS RELATED TO ANY BOOKING, THAT YOU PROVIDE. AS A USER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF 121 GRINDS,

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR COLLECTIVE CONTENT.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Modification

121 Grinds reserves the right, at its sole discretion, to modify the Site or to modify these Terms, including the Booking Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site and/or provide you notice of the modification by email. We will also update the "Last Updated" date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Users (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site. If you do not close your 121 Grinds Account you will be deemed to have accepted the changes.

Eligibility

The Site are intended solely for persons who are 18 or older. Any access to or use of the Site by anyone under 18 is expressly prohibited. By accessing or using the Site you represent and warrant that you are 18 or older.

How the Site Works

The Site can be used to facilitate Bookings for Tutors and Students. Students may search and view Tutors as an unregistered visitor to the Site; however, if you wish to book a Tutor or become a Tutor, you must first register to create an Account (defined below).

As stated above, 121 Grinds makes available an online platform or marketplace with related technology for Tutors and Students to meet online and arrange for Bookings directly with each other. Unless explicitly specified otherwise in the 121 Grinds platform, 121 Grinds' responsibilities are limited to facilitating the availability of the Site.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE IS INTENDED TO BE USED TO FACILITATE TUTORS AND STUDENTS CONNECTING AND BOOKING GRINDS DIRECTLY WITH EACH OTHER. 121 GRINDS CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY PROFILES AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY USERS. 121 GRINDS IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL USERS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE USER'S OWN RISK.

Account Registration

In order to access certain features of the Site, and to book a Tutor or become a Tutor, you must register to create an account ("121 Grinds Account") and become a User. You may register to join directly via the Site.

Your 121 Grinds Account and your 121 Grinds Account profile page will be created for your use of the Site based upon the personal information you provide to us. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. 121 Grinds reserves the right to suspend or terminate your 121 Grinds Account and your access to the Site if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.

Unless expressly authorised by a specific feature on 121 Grinds, you are not permitted to share your 121 Grinds Account with anyone or allow others to access or use your 121 Grinds Account. 121 Grinds may enable features, in our discretion, that allow other Users to take certain actions associated with your 121 Grinds Account, on your behalf with your express authorisation, book on your behalf or adding a family member to your account. You agree that you will take sole responsibility for any activities or actions under your 121 Grinds Account, whether or not you have authorised such activities or actions. You will immediately notify 121 Grinds of any unauthorised use of your 121 Grinds Account.

No Endorsement

121 Grinds does not endorse any User. Users are required by these Terms to provide accurate information. Although 121 Grinds may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users and/or screen User information against third party databases or other sources, we do not make any representations about, confirm, or endorse any User or the Users purported identity or background.

Any references in the Site to a User being "verified" (or similar language) only indicate that the User has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by 121 Grinds about any User, including of the Users identity and whether the User is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site. We therefore recommend that you always exercise due diligence and care when deciding whether to book a Tutor or to accept a Booking request from a Student, or to have any other interaction with any other User. We are not responsible for any damage or harm resulting from your interactions with other Users.

By using the Site, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from 121 Grinds with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Users on the Site regarding any Bookings made or taken by you. This limitation shall not apply to any claim by a Tutor against 121 Grinds regarding the remittance of payments received from a Student by 121 Grinds on behalf of a Tutor, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".

Bookings

For Tutors

If you are a Tutor and a Booking is requested via the Site, you will be required to either accept or decline the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire. When a Booking is requested via the Site, we will share with you the basic (non sensitive) details of the Student. If you are unable to accept or decide to decline a Booking request within the Booking Request Period, any amounts collected by 121 Grinds (via third party payment processor) for the requested Booking will be refunded to the applicable Student. When you confirm a Booking requested by a Student, 121 Grinds will send you a communication confirming such Booking and you will receive the full Student details.

121 Grinds will collect the Total Fees from Students upon the Tutor's confirmation and will initiate payment (less applicable fees) to the Tutor.

For Students

The Tutors, not 121 Grinds, are solely responsible for honoring any confirmed Bookings. If you, as a Student, choose to enter into a transaction with a Tutor for a Booking, you agree and understand that you are entering into an agreement with the Tutor.

The Total Fees payable will be displayed to a Student after the Tutor accepts a Booking request. As noted above, the Tutor is required to either accept or decline the Booking request within the Booking Request Period; otherwise, the requested Booking will be automatically cancelled. If a requested Booking is cancelled, any amounts collected by 121 Grinds will be refunded to such Student (less the booking fee).

You as a Student agree to pay the Total Fees for any Booking requested, and in most cases confirmed, in connection with your 121 Grinds Account. 121 Grinds will collect the Total Fees as per Booking Fees and Financial Terms.

Once your confirmed Booking transaction is complete you will receive a confirmation communication summarising your confirmed Booking.

Booking Fees and Financial Terms

In consideration for the use of 121 Grinds' online marketplace and platform, 121 Grinds charges Booking Fees.

Key Definitions

"Payment Method" means a payment method that you have added to your 121 Grinds Account, such as a credit card, debit card or PayPal.

"Payout Method" means a payout method that you have added to your 121 Grinds Account, such as electronic funds transfer, PayPal, a prepaid card or a debit card (where available).

For Tutors

121 Grinds deducts a 20% Booking Fee from the Tutor.

121 Grinds will collect the Total Fees from each Student upon the Tutor's confirmation of the Booking (depending upon the Student's Payment Method). 121 Grinds will initiate payment of the Booking Fees (less 121 Grinds' Booking Fee) to the Tutor in most cases within 7 days of the scheduled booking time unless the Tutor and 121 Grinds agree to a different time or trigger for payment. The time it takes for the Tutor to receive payouts once released by 121 Grinds may depend upon the Payout Method chosen by the Tutor. Some Payout Methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Tutor, including by deducting their charges from the payout amount.

If you owe or agree to pay any amount via 121 Grinds to 121 Grinds (whether as a result of your Bookings or otherwise), then 121 Grinds may (but is not obliged to) withhold the amount owing to 121 Grinds from any payout amounts due to you as a Tutor, and use the withheld amount to setoff the amount owed by you to 121 Grinds. If 121 Grinds does so, then your obligation to pay 121 Grinds will be extinguished to the extent of the amount withheld by 121 Grinds, and 121 Grinds will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to 121 Grinds by you. Such communication may be made by 121 Grinds or by anyone on their behalf, including but not limited to a third party collection agent.

For Students

121 Grinds charges a non-refundable €2.50 Booking Fee to the Student.

You acknowledge and agree that, notwithstanding the fact that 121 Grinds is not a party to the agreement between you and the Tutor, 121 Grinds acts as the Tutor's payment collection agent for the limited purpose of accepting payments from you on behalf of the Tutor. Upon your payment of the Total Fees to 121 Grinds, your payment obligation to the Tutor for the Booking Fees is extinguished, and 121 Grinds is responsible for remitting the Booking Fees in the manner described.

You as a Student agree that 121 Grinds may charge your Payment Method the Total Fees for any Booking requested in connection with your 121 Grinds Account. In order to establish a Booking, pending the applicable Tutor's confirmation of your requested Booking, you understand and agree that 121 Grinds, on behalf of the Tutor, reserves the right, in its sole discretion, to (i) obtain a pre-authorisation via your Payment Method for the Total Fees or (ii) charge your Payment Method a nominal amount, not to exceed one euro (€1), or a similar sum in the currency in which you are transacting (e.g. one British pound), to verify your Payment Method. As a general rule, 121 Grinds will collect the Total Fees due once 121 Grinds receives confirmation of your Booking from the applicable Tutor. Once the payment transaction for your requested Booking is successfully completed you will receive a confirmation email summarising your confirmed Booking.

If a requested Booking is cancelled (i.e. not confirmed by the applicable Tutor), any amounts collected by 121 Grinds will be refunded to such Student, depending on the selections the Student makes via the Site, and any pre-authorisation of such Student's Payment Method will be released, if applicable. The timing to receive such refund or for a pre-authorisation to be released will be determined based on the Payment Method used and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

In connection with your requested Booking, you will be asked to provide customary billing information such as name, billing address and Payment Method information either to 121 Grinds or its third-party payment processor(s). You agree to pay 121 Grinds for any confirmed Bookings made in connection with your 121 Grinds Account in accordance with these Payments Terms by one of the methods supported by the Site (e.g. by PayPal, credit card or debit card). You hereby authorise the collection of such amounts by charging the Payment Method provided as part of requesting the Booking, either directly by 121 Grinds or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site.

If 121 Grinds is unable to collect any amounts you owe for a confirmed Booking, 121 Grinds may engage in collection efforts to recover such amounts from you. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to 121 Grinds by you. Such communication may be made by 121 Grinds or by anyone on their behalf, including but not limited to a third party collection agent.

Please note that 121 Grinds cannot control any fees that may be charged to a Student by his or her third-party payment service provider related to 121 Grinds' collection of the Total Fees, and 121 Grinds disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review such terms and conditions before using your Payment Method.

Appointment of 121 Grinds as Limited Payment Collection Agent for Tutor

Each Tutor hereby appoints 121 Grinds as the Tutor's limited payment collection agent solely for the purpose of accepting the Booking Fees from Students.

Each Tutor agrees that payment made by a Student through 121 Grinds, shall be considered the same as a payment made directly to the Tutor, and the Tutor will make themselves available to the Student in the agreed-upon manner as if the Tutor has received the Booking Fees. Each Tutor agrees that 121 Grinds may, in accordance with the cancellation policy, refund to the Student the Booking Fees specified in the applicable cancellation policy. Each Tutor understands that 121 Grinds accepts payments from Students as the Tutor's limited payment collection agent and that 121 Grinds' obligation to pay the Tutor is subject to and conditional upon successful receipt of the associated payments from Students. 121 Grinds does not guarantee payments to Tutors for amounts that have not been successfully received by 121 Grinds from Students. In accepting appointment as the limited collection agent of the Tutor, 121 Grinds assumes no liability for any acts or omissions of the Tutor.

Cancellations and Refunds

A booking cannot be cancelled within 24 hours of a scheduled grind. If a booking is cancelled within 24 hours of confirmed booking, 121 Grinds will initiate full payment (less applicable fees) to the Tutor. If booking cancelled with more than 24 hours until confirmed booking, any amounts collected by 121 Grinds (via third party payment processor) for the requested Booking will be refunded to the applicable Student (less Booking Fees). Before payment is completed if either a Student or Tutor cancels the booking process then 121 Grinds will send both Users a communication confirming such cancellation.

If, as a Tutor, you cancel a confirmed Booking, you agree that 121 Grinds may apply penalties or consequences to your profile, including but not limited to publishing an automated review on your profile indicating that a Booking was cancelled.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site and Collective Content. In connection with your use of the Site and Collective Content, you may not and you agree that you will not:

  • violate any local, national, international or other law or regulation, or any order of a court
  • use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site or Collective Content;
  • access or use our Site to use, expose, or allow to be used or exposed, any 121 Grinds Content: (i) that is not publicly displayed by 121 Grinds in its search results pages or profile pages before a Booking is confirmed; (ii) in any way that is inconsistent with the 121 Grinds Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of 121 Grinds' Users or any other third party;
  • use the Site or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies 121 Grinds endorsement, partnership or otherwise misleads others as to your affiliation with 121 Grinds;
  • dilute, tarnish or otherwise harm the 121 Grinds brand in any way, including through unauthorised use of Collective Content, registering and/or using 121 Grinds or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to 121 Grinds domains, trademarks, taglines, promotional campaigns or Collective Content
  • copy, store or otherwise access or use any information contained on the Site or Collective Content for purposes not expressly permitted by these Terms;
  • infringe the rights of 121 Grinds or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
  • interfere with or damage our Site including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit card or account numbers;
  • use our Site or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to education;
  • "stalk" or harass any other User of our Site or Collective Content, or collect or store any personally identifiable information about any other User other than for purposes of transacting as an 121 Grinds Tutor or Student;
  • contact another User for any purpose other than asking a question related to a Booking;
  • recruit or otherwise solicit any User to join third-party services or websites that are competitive to 121 Grinds, without 121 Grinds' prior written approval;
  • recruit or otherwise solicit any User to join third-party services, applications or websites, without our prior written approval;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use automated scripts to collect information from or otherwise interact with the Site or Collective Content;
  • use the Site or Collective Content to find a Tutor or Student and then complete a Booking independent of the Site, in order to circumvent the obligation to pay any Booking Fees related to 121 Grinds' provision of the Services or for any other reasons;
  • as a Tutor, submit any false or misleading information, including price information, that you do not intend to honor;
  • engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Site;
  • post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • systematically retrieve data or other content from our Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use, display, mirror or frame the Site or Collective Content, or any individual element within the Site or Collective Content, 121 Grinds name, any 121 Grinds trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site without 121 Grinds' express written consent;
  • access, tamper with, or use non-public areas of the Site, 121 Grinds's computer systems, or the technical delivery systems of 121 Grinds' providers;
  • attempt to probe, scan, or test the vulnerability of any 121 Grinds system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by 121 Grinds or any of 121 Grinds' providers or any other third party (including another User) to protect the Site or Collective Content;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Collective Content;
  • advocate, encourage, or assist any third party in doing any of the foregoing; or
  • accept or make a payment for Booking Fees outside 121 Grinds. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold 121 Grinds harmless from any liability for such payment.

121 Grinds has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, 121 Grinds may take a range of actions against you, including but not limited to removing or disabling access to any or all of your User Content or deactivating or canceling your 121 Grinds Account, for a violation of this Section or these Terms.

121 Grinds may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against 121 Grinds or to comply with legal process, (ii) enforce or administer our agreements with Users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of 121 Grinds, its Users, or members of the public. You acknowledge that 121 Grinds has no obligation to monitor your access to or use of the Site or Collective Content or to review, remove, disable access to or edit any User Content, but has the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. 121 Grinds reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that 121 Grinds, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site.

Reporting Misconduct

If you book a Tutor who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to 121 Grinds by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

Privacy

You agree that 121 Grinds' Privacy Policy (as may be updated from time to time) governs 121 Grinds' collection and use of your personal information.

Intellectual Property Ownership and Rights Notices

The Site and Collective Content are protected by copyright. You acknowledge and agree that the Site and Collective Content, including all associated intellectual property rights, are the exclusive property of 121 Grinds and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Collective Content. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site and 121 Grinds Content are used for identification purposes only and may be the property of their respective owners. As a Student, Tutor, or User, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site and Collective Content.

Additional Terms

Our Site may have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. If additional terms are available for the relevant product or services you use, those additional terms become part of these Terms.

121 Grinds Content and User Content License

Subject to your compliance with these Terms, 121 Grinds grants you a limited, non-exclusive, non-transferable license, to (i) access and view any 121 Grinds Content solely for your personal and non-commercial purposes and (ii) access and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by 121 Grinds or its licensors, except for the licenses and rights expressly granted in these Terms.

User Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Site or through 121 Grinds promotional campaigns, you hereby grant to 121 Grinds a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Site. 121 Grinds does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or through 121 Grinds promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or through 121 Grinds promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to 121 Grinds the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or 121 Grinds' use of the User Content (or any portion thereof) on, through or by means of the Site or 121 Grinds promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that 121 Grinds is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by 121 Grinds of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the Site or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of 121 Grinds and you hereby agree to irrevocably assign to 121 Grinds all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At 121 Grinds' request and expense, you will execute documents and take such further acts as 121 Grinds may reasonably request to assist 121 Grinds to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Copyright Policy

121 Grinds respects copyright law and expects its users to do the same. It is 121 Grinds' policy to terminate in appropriate circumstances the 121 Grinds Accounts of Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Termination, Suspension and Other Measures

Termination for convenience

You may terminate these Terms at any time via the "Cancel Account" feature on the Site or by sending us an email. If you cancel your 121 Grinds Account as a Tutor, any confirmed Bookings will be automatically cancelled and your Students will receive a full refund. If you cancel your 121 Grinds Account as a Student, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.

Without limiting our rights specified below, 121 Grinds may terminate these Terms for convenience at any time by giving you 30 days' notice via email to your registered email address.

Termination for breach, suspension and other measures

121 Grinds may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the 121 Grinds Account registration, or process thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) 121 Grinds believes in good faith that such action is reasonably necessary to protect the safety or property of other Users, 121 Grinds or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition 121 Grinds may deactivate or delay Bookings, reviews, or other User Content, cancel any pending or confirmed Bookings, limit your use of or access to your 121 Grinds Account and the Site, temporarily or permanently revoke any special status associated with your 121 Grinds Account, or temporarily or permanently suspend your 121 Grinds Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Students, or (ii) 121 Grinds believes in good faith that such action is reasonably necessary to protect the safety or property of Users, 121 Grinds or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In case of non-material breaches and where appropriate, you will be given notice of any measure by 121 Grinds and an opportunity to resolve the issue to 121 Grinds' reasonable satisfaction.

Consequences

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your User Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your 121 Grinds Account or any of your User Content. If your access to or use of the Site has been limited or your 121 Grinds Account has been suspended or this Agreement has been terminated by us, you may not register a new 121 Grinds Account or attempt to access and use the Site through other 121 Grinds Accounts.

Disclaimers

IF YOU CHOOSE TO USE THE SITE OR COLLECTIVE CONTENT YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT 121 GRINDS DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING, BUT NOT LIMITED TO, TUTORS AND STUDENTS. BUT MAY CONDUCT SUCH BACKGROUND CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A USER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

THE SITE AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, 121 GRIND EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 121 GRINDS MAKES NO WARRANTY THAT THE SITE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. 121 GRINDS MAKES NO WARRANTY REGARDING THE QUALITY OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 121 GRINDS OR THROUGH THE SITE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY TUTORS OR STUDENTS. YOU UNDERSTAND THAT 121 GRINDS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR TO REVIEW OR VISIT ANY PROFILES. 121 GRINDS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, TUTORS AND STUDENTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANISED BY 121 GRINDS. 121 GRINDS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND COLLECTIVE CONTENT, YOUR BOOKING VIA THE SITE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF 121 GRINDS WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER 121 GRINDS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 121 GRINDS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE TUTORS PURSUANT TO THESE TERMS, IN NO EVENT WILL 121 GRINDS' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING VIA THE SITE, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR COLLECTIVE CONTENT OR INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE.

Indemnification

You agree to release, defend, indemnify, and hold 121 Grinds and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site or Collective Content or your violation of these Terms; (b) your User Content; (c) your (i) interaction with any User, (ii) Booking, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking.

Entire Agreement

Except as they may be supplemented by a document referenced and incorporated herein or by additional 121 Grinds policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between 121 Grinds and you regarding the Site and Collective Content (excluding Payment Services), and any Bookings made via the Site and these Terms supersede and replace any and all prior oral or written understandings or agreements between 121 Grinds and you regarding Bookings, the Site, Services, and Collective Content (excluding Payment Services).

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without 121 Grinds' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. 121 Grinds may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by 121 Grinds (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Site. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with Irish law.

General

The failure of 121 Grinds to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of 121 Grinds. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

Contacting 121 Grinds

If you have any questions about these Terms, please contact 121 Grinds.