Product License


Last Modified: July 6th, 2024

This license requires users to use arbitration on an individual basis to resolve disputes rather than using jury trials or class actions. This license contains exclusions, disclaimers, and limitations of liability. Please read this license carefully.


Introduction

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License Scope

We offer free and paid digital products online (each a “Product”) which are intended to help you study for the MCAT exam. The phrase Product includes all courses, videos, memberships, templates, checklists, and similar content, which we offer online. All Products are subject to the terms in this license, which outlines the rights we grant you to use our Products and the limitations we place on your use of our Products. When we reference “purchasing a Product” (or similar phrase) in this license, that phrase includes purchasing Products and also downloading (or otherwise accessing) free Products.

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Please note that we are not liable for the results you obtain on the MCAT exam. We cannot guarantee that you will obtain any specific score on the exam, or that your exam experience will be successful. You acknowledge that we are not licensed by any licensing board. We may recommend you purchase or use content created by third parties to assist your preparation for the exam. However, please note that we do not control such content, we cannot guarantee that it will be available or will result in your success, and we are not liable for your use of the same. Please read the Disclaimers and Limitations of Liability below for more.

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(MCAT is a registered trademark of the Associated of American Medical Colleges. The AAMC does not endorse our Products.).

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You and Us

All references to “us” and similar words such as “we” and “our” in this license mean Ancient Brains Tutoring LLC. All references to “you” and similar words such as “your” in this license mean the individual purchasing the Product, and if you are acting on behalf of a business entity, it means both you and that business.


Purchasing Products

Paid Products

Some Products are sold directly on our website, while others are sold on platforms which we use to market and sell Products (for example, Teachable). Except as otherwise permitted by us, you shall not use any paid Product until you have paid the purchase price for the same.

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To purchase paid Products, you will be required to provide payment information to us or the platform. By providing that payment information, you authorize us and the platform to charge your payment information for the paid Products you purchase. If your purchase contemplates multiple payments (either installments, or subscription payments), then we or the platform will use your payment information to make those charges as well. In those instances, you must ensure your payment information remains valid so that we can make those charges. If your payment information is declined for any reason, then we may terminate your rights to use the Products. 

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Except as provided in this license, all fees must be paid in advance, are non-cancelable, and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form, all of which must be paid by you.

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(We may also offer free, promotional access to paid Products, in our sole discretion. We may withdraw your right to use any one or more of such promotional Products at any time, for any reason, with or without notice to you.)


One-On-One Services

Most Products do not include any one-on-one services. However, some Products may include limited one-on-one services with a member of our team. If such one-on-one services are included in a Product, it will be clearly indicated in the Product’s description. In most cases, the one-on-one services will be conducted through a virtual platform (such as Google Meet), and will only include discussions on study techniques, practice questions, etc. All such one-on-one services are subject to the terms in this license.

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User Accounts

We may allow you to create a user account (or we may create an account for you) to use portions of our Products. If you create (or accept) an account, then we may request information about you as described in our Privacy Policy, available at ancientbrainstutoring.com/privacy-policy.

You are responsible for everything that happens through your account. You must keep your account credentials private and may not allow other people to use your account.

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Termination

You may terminate your user account (and/or your use of Products you purchase) at any time, subject to the other provisions in this license.​

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If you purchase a Product using installment payments, and you terminate your user account before making all installment payments to us, then all unpaid installments will become immediately due upon your termination. We may charge your payment information for all such unpaid installments upon that termination.

If you purchase a Product that involves subscription payments, and you terminate your user account while your subscription is active, then you will be responsible for paying us all subscription fees until your then-current subscription period ends (which may be monthly, annual, or a different term).

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License to Use Products

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What You Can Do

When you purchase a Product, we grant you a limited license to view and use the Product for your own personal use. If the Product is subject to subscription payments, then this license will terminate if you or we terminate your subscription.

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What You Cannot Do

The license we grant to you to use the Product is limited. You cannot do any of the following:

  • Share the Product with any third party.
  • Take screenshots of otherwise duplicate the Product in any way.
  • Make the Product publicly available to one or more third parties (for example, don’t make it available for download online).
  • Sell the Product, assign your license, or sublicense your rights in this license, to any third party.
  • Create any derivate work using all or any portion of the Product which is then shared, sold, or licensed, to third parties.
  • Use the Product in any manner not permitted in this license.

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Payments for Sharing

If you share a paid Product with a third party and that third party uses that Product or exercises any of the rights in this license without purchasing the same, then we may invoice you for such use at the then current purchase price and you shall pay the purchase price for that third party user.

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Termination for Breach

If you breach any provision in this license, then we may terminate the license granted to you and we will not have any obligation to refund your payments to us. Upon such termination, you shall immediately cease all future uses of the Product and all rights granted to you in this license will automatically be revoked.

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We Own the Products

Your purchase of a Product does not constitute any assignment or transfer of ownership of the Product (or underlying intellectual property to the same). For clarity, we own and will continue to own, all Products and all underlying intellectual property, including copyright to the same.


DISCLAIMERS & LIMITATIONS OF LIABILITY

***THIS SECTION IS IMPORTANT. YOU SHOULD READ IT.***

All references to “us” (and similar words such as “we” and “our”) in this section mean Ancient Brains Tutoring LLC and its parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of Ancient Brains Tutoring LLC and its parents, subsidiaries, and affiliates. 

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Except as expressly provided in this license, the following provisions will apply to all free and paid Products.

  • All Products are offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.
  • We do not make any guarantees regarding the sufficiency or applicability of a Product for your situation.
  • Without limitation, we do not represent or warrant that (a) the information in the Products is free from error, (b) the functionality of the Products will be uninterrupted, secure, or free of errors, (c) defects in the Products will be corrected, or (d) that the Products or the equipment the Products use are free of viruses.
  • To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement, and all liability for identity theft and other misuse of your identity or content.
  • We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on our services, or for any other websites or applications which are linked to or referenced in our services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
  • We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Products or any links provided in our services. 
  • All limitations of liability in this license will apply regardless of whether you or the third party bases your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.
  • All limitations of liability in this license will apply to the fullest extent permitted by law.
  • Subject to the limitations of liability in this license, our liability to you or any third party will not exceed the amount you paid for the Products. Your sole remedy for dissatisfaction with free Products is to terminate the license granted to you in this license.
  • Any cause of action or claim which you may have which arises out of or in connection to the Products must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.
  • All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

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Some jurisdictions do not allow certain disclaimers, limitations of liability, and exclusions. To the extent such jurisdictions’ laws are applicable to your use of the Products, such disclaimers, limitations of liability, and exclusions, will be limited to the extent permitted by the applicable law.

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Indemnification

You shall indemnify Ancient Brains Tutoring LLC and its parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of Ancient Brains Tutoring LLC and its parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against a Protected Party, related to your (a) use of any one or more Product (b) breach of this license or any other policies referenced in this license, (c) submission of content that violates third party rights or applicable laws, or (d) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.

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Arbitration

If a dispute arises between you and any Protected Party (defined above) related to our Products, this license, or any policies referenced in this license, then the dispute will be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings will be held in Jackson County, Missouri, or virtually if both you and we agree to virtual arbitration. 

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If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the legal provisions below.

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Notwithstanding the agreement to arbitrate above, we may assert a claim seeking injunctive or other equitable relief from any court as necessary to stop unauthorized use or abuse of our Products or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

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CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

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Legal Provisions

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Governing Law & Jurisdiction

Your purchase and use of our Products, this license, and all policies referenced in this license, will be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, both you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or when applicable in the U.S. District Court having jurisdiction over that county.

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Waiver of Jury Trial​

You and we each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to this license and all policies referenced in this license.

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Miscellaneous

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Our Termination Rights

We may temporarily or permanently terminate the license we grant to you if you violate any provisions in any terms or agreements which you have with us. We may exercise those rights at any time, for any reason, in our sole discretion, with or without notice to you.

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Entire Agreement

This license and all policies referenced in this license (if applicable to you), contain the entire agreement between you and us related to your purchase and use of our Products, this license, and all policies referenced in this license, and supersede all prior discussions and agreements (whether oral or written) by you and us related to the same.

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Waiver

Any failure or delay by us to exercise any right or remedy in this license will not operate as a waiver of the same. Any waiver by us of a breach by you of any provision in this license will not operate as a waiver of any subsequent breach. Any waiver by us will not be effective unless and until it is in written form and signed by us.

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Severability

Each provision in this license will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision will be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision will be deemed removed from this license, but the remaining provisions will remain in full force.

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Assignment​

You may not assign your rights or obligations in this license or any policies referenced in this license without our prior written consent. Any attempted assignment by you will be null and void. We may assign our rights and obligations in this license at any time, for any reason, with or without notice to you. 

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Power to Amend this License

The provisions in this license will apply to all Products you purchase.

If we amend this license in the future, then the amended versions will apply to your future purchases as applicable.

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However, if your Product includes on-going services (such as ongoing courses, member forums, and the like), then the amended versions will become effective as follows: (a) for amendments that do not materially alter your rights or obligations, immediately when they are posted on the website or are otherwise sent to you, or (b) for amendments that materially alter your rights or obligations, upon the earlier of (i) your continued use of the on-going services with actual knowledge of the amendments, or (ii) 30 days after the amendments are posted on the website or are otherwise sent to you. 


Contact

Unless otherwise required by these this license or by law, you may contact us at [email protected].