MatadorU Terms of Use

Effective Date: August 15th, 2012

The MatadorU website located at www.matadoru.com (the “Website”) is a copyrighted work belonging to Matador Network (“Matador Network”). MatadorU offers courses on the Website (each, an “Online Course” and collectively, “MatadorU”). A User enrolled in an Online Course will have access to the material for that Online Course, in addition to the other services described in the course outline for that Online Course (collectively, the “MatadorU Website Services”). When a user is no longer enrolled in an Online Course through MatadorU, the user will continue to have access to any alumni website services that Matador may offer (the “Alumni Website Services”) or may elect to subscribe to Matador Access for a monthly fee, which will entitle the user to continue to have access to the community portion of the Matador Network website (http://www.matadornetwork.com), and any other services offered from time to time by Matador Network as a part of the Matador Access Services (collectively, the “Matador Access Services”). The MatadorU Website Services, Alumni Website Services, and Matador Access Services are collectively referred to as the “Website Services.”

This Terms of Use Agreement (“Agreement”), together with the Matador Network Terms of Service (the “General Terms”) at www.MatadorNetwork.com/content/tos, sets forth the legally binding terms for your use of the Website Services. If there is any conflict between this Agreement and the General Terms, this Agreement shall take precedence with respect to the Online Courses and the Website Services. By clicking on the “Continue” button, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent that you are of legal age to form a binding contract, you are not prohibited by law from receiving or using the Website Services, and you have the authority to enter into this Agreement, personally or on behalf of the company you have named as the user. If you do not agree with all provisions of this Agreement, you should exit the MatadorU registration process.

This Agreement is subject to occasional revision, and if we make any substantial changes, we will notify you by sending you an email to the email address on your Account and/or by prominently posting notice of the changes on our Website. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. You are responsible for updating your Account with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Website following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages of the Website.

Please review Matador Network’s Privacy Policy at www.MatadorNetwork.com/privacypolicy. The terms of the Privacy Policy are incorporated into, and considered a part of, this Agreement.

1. Registration and Payment.

1.1 Registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Website Services does not violate any applicable law or regulation or the terms of this Agreement. During the MatadorU registration process, you will be asked to choose a username and a password for your MatadorU account (“Account”). You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account of another user at any time. You may not share your login, password, or access to or use of any Online Course materials with any other person. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.

1.2 Payment.

a) If you are enrolling in an Online Course or the Matador Access Services, you agree to pay the one time tuition fee set forth in the registration process (“Tuition Fee”) for the Online Course or the subscription fee for the Matador Access Services. You must provide Matador with a valid credit card (Visa, MasterCard, American Express or any other issuer accepted by us) or PayPal account as a condition to signing up for the Services. You will be directed to make a nonrefundable downpayment of $10 (the “Downpayment”) for any Online Course prior to completion of the registration process. You may cancel your enrollment in the Online Course at any time during the Cancellation Period set forth in the registration materials you completed when you enrolled in that Online Course (the “Cancellation Period”). To cancel your enrollment you must access your Account and follow the online directions for cancelling an Online Course. If you do not cancel your enrollment during the Cancellation Period, Matador Networks will charge the remainder of the Tuition Fee (less the Downpayment) to your PayPal account. For example, if you register for an Online Course (i.e., pay the Downpayment through your PayPal account), you may cancel your enrollment in the Online Course at any time prior to the end of the Cancellation Period set forth in the registration materials you completed at the time you enrolled for that Online Course. If you do not cancel your enrollment before the end of the Cancellation Period, the remainder of the Tuition Fee will be charged to you on the first day after the end of the Cancellation Period.

b) Except as set forth above, all Tuition Fees are non-refundable. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.

2. Website Services.

2.1 License. Subject to the terms of this Agreement, Matador Network grants you a non-transferable, non-exclusive, royalty-free, fully paid, worldwide license, solely for your internal business purposes,

a) to use the MatadorU Website Services during your enrollment in MatadorU, and,

b) to use and access the Online Course materials during your enrollment in the applicable Online Course and print out such materials solely for your internal business purposes..

2.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website Services or the Online Course materials; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website Services or the Online Course materials; (c) you shall not access the Website Services or the Online Course materials in order to build a similar or competitive product or service; and (d) except as expressly stated herein, no part of the Website Services or the Online Course materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Website Services made available to you by Matador Network shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website Content or Online Course materials must be retained on any copies permitted by this Agreement.

2.3 Modification. Matador Network reserves the right, at any time, to modify, suspend, or discontinue the Website Services or any part thereof with or without notice. You agree that Matador Network will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website Services or any part thereof.

2.4 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website Services and Online Course materials (excluding any User Content) are owned by Matador Network or Matador Network’s licensors. The provision of the Website Services, including the Online Courses, does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Matador Network and its suppliers reserve all rights not granted in this Agreement.

2.5 Your Responsibilities. You are responsible for (a) all equipment necessary for your own Internet connection, including computer and model, (b) your access to the Internet, and (c) any fees related to such connection, and for the cost of all use of the Website Services accessed through your Account.

3. Support.

3.1 Technical Support. You may contact Matador Network during regular business hours by telephone, email or fax if you experience difficulties connecting to or using technical features of the Online Course during the period of time for which you have paid the applicable Tuition Fee.

3.2 Content Support. Matador Network provides no support for questions related to the content of the Online Courses. Matador Network does, however, encourage your content-related feedback, and will forward feedback and inquiries to the Online Course content developer.

3.3 Access. While Matador Network endeavors to make web access to the Online Courses available to you 24 hours per day, 7 days per week, except for regularly scheduled downtime periods, Matador Network reserves the right to change its availability policy from time to time, and Matador Network does not warrant that the Online Courses will be uninterrupted, nor does it warrant any particular feature or content of the Online Courses.

3.4 Accuracy of Information. A possibility exists that our Website or Online Course materials could include inaccuracies, omissions or errors. Although we endeavor to ensure the accuracy and integrity of our Website and Online Course materials, we make no guarantees as to its completeness or correctness. We are not liable to any user or anyone else for any decision made or action taken based on reliance upon the information contained or provided through the Website or the Online Course materials. If you should find any inaccuracy, please contact us at school@MatadorU.com with a description or reference to the inaccurate material.

3.5 Disclaimer. The ONLINE COURSES are provided “As-Is” and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the ONLINE COURSES: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be virus free, accurate, reliable, complete, legal, or safe. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

4. Limitation on Liability.

To the maximum extent permitted by law, neither Matador Network nor its suppliers or licensors of the Online Courses or any Services provided in connection therewith shall be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the Online COURSES, even if we have been advised of the possibility of such damages. Access to, and use of, the Online COURSES is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to the ONLINE COURSES (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the price you paid for the APPLICABLE ONLINE COURSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you, and you may also have other legal rights that vary from jurisdiction to jurisdiction.

5. Indemnity.

You agree to indemnify and hold Matador Network, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access, downloading, or use of the Online Course materials, or (ii) your violation of this Agreement. Matador Network reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Matador Network. Matador Network will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. Term and Termination.

Subject to this Section, this Agreement will remain in full force and effect while you use the Website Services. We may (a) suspend your rights to use the Website Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Website Services in violation of this Agreement or if we believe you are younger than thirteen (13) years old. You may terminate this Agreement at any time for any reason. Upon termination of this Agreement, your Account and right to access and use the Website Services and any Online Courses for which you are currently enrolled will terminate immediately. Matador Network will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2.2 through 2.4, and 5 through 7.

7. General.

7.1 U.S. Export Controls. No software may be downloaded from the Website Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software, you represent and warrant that such download or use is not in violation of any such law.

7.2 Assignment. We may assign or transfer any of our rights under this Agreement (including our licenses with respect to the User Content) without your prior written consent, to any third party pursuant to a transfer of all or substantially all of our business and assets, whether by merger, sale of assets, sale of stock, or otherwise.

7.3 Notice. Matador Network may provide you with notices, including those regarding changes to the Agreement, by means of a general notice on the Website, electronic mail to your email address on record with Matador Network, or by written communication sent by first class mail or pre-paid post to your address on record with Matador Network. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Matador Network, addressed to the attention of legal@matadornetwork.com. Such notice shall be deemed given when received by Matador Network by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: 228 Park Ave. S #40021, New York, NY 10003-1502.

7.4 Entire Agreement. This Agreement (which includes the Privacy Policy, the General Terms, and any other rules posted on the Website) constitutes the entire agreement between you and us regarding the use of the Website Services and the Online Course materials. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Matador Network’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.