Terms of Use

These Terms of Service were last updated on September 18, 2020.

Contents

  1. Description of service
  2. Accounts
  3. Course enrollment
  4. Payments and refunds
    • Price Changes
  5. Users’ Standards of Conduct
    • Enrolling in Classes
    • Student Data Policy
    • Agreements between Students and Instructors
  6. Proficiency1’s Rights
  7. Disclaimer of Warranties
  8. Limitation of Liability
  9. Indemnification
  10. Digital Millennium Copyright Act (the “DMCA”); Notice Procedure
  11. Miscellaneous
  12. Notice for California Residents
  13. Questions, Comments, and Notices

Description of Service

Proficiency1’s mission is to provide online professional development. We enable instructors to create and share online courses with students. The following Terms of Service (“Terms”) are designed to ensure that our platform and services are safe for you, our users, our students, and our instructors.

The Proficiency1 website and service including, without limitation, all websites, mobile applications and other interactive properties through which the service is delivered (collectively, the “Services”) are owned, operated and distributed by JTG, Inc., a Virginia corporation (referred to in these Terms as “Proficiency1” or “we” and through similar words such as “us,” “our,” etc.).

These Terms apply to all your activities on the Proficiency1 platform including without limitation your use of the Services. We also provide details regarding our processing of personal data of our students and instructors in our privacy policy (the Privacy Policy).

By accessing any part of the Service, you are agreeing to these Terms, all terms and conditions described below, the terms and conditions of our Privacy Policy and any other legal notices published by us on the Service (collectively, the Governing Documents). By accessing the Service, you accept the most recent version of the Governing Documents including these Terms and agree to be bound by the Governing Documents including the Terms If you do not agree to any of these terms, you should not use the Service. These terms apply to all users, including both users who are simply viewing content available via the Service and users who have registered as members of Proficiency1.

If you publish a course on the Proficiency1 platform, you must also agree to the Instructor Agreement. If you are an enterprise customer of Proficiency1, your access and use of the Service are additionally subject to the Master Services Agreement.)

We may, at our sole discretion, modify these Terms, including the addition or removal of Terms, at any time and such modifications, additions or deletions will be effective immediately upon posting. By accessing the Service at any time after such modifications, you are agreeing to such modifications.

Accounts

The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

You represent and warrant that you are at least 18 years of age, or at least the required age to consent to use online services where you live or use the Service. If you are under the age of consent to use online services where you live or use the Service, you may not, under any circumstances or for any reason, use the Service. If you violate this restriction to use of this Service by individuals aged 18 years or older, or otherwise not at least the required age to consent as set forth where you live or use the Service, you represent that you are 16 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into the Terms of Use and participate on the Web site as necessary.

When opening and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account.

You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.

You are responsible for maintaining the security of your account and password. We view any actions taken by the use of your account as taken by you. Proficiency1 will not be liable for any loss or damage from your failure to comply with this security obligation.

If we discover that you have created an account that violates these rules, we will terminate your account.

Course Enrollment

When you enroll in a course, you get a license from us solely to view it using the Services; no other use or rights are otherwise provided. You may not transfer or resell courses in any way. We grant you this limited license for your lifetime, except when we must disable the course because of legal or policy reasons.

When instructors publish a course on Proficiency1, they grant Proficiency1 a license to offer a license to the course to students. This means that we have the right to sublicense the course to the students who enroll in the course.

As a student, when you enroll in a course, whether it is a free or paid course, Proficiency1 is providing you this license to view the course using the Services. Proficiency1 is the licensor of record. Courses are only licensed as set forth above, and not sold, to you. This license does not give you any right to resell the course in any manner (including by sharing account information with a purchaser or unlawfully or illegally downloading the course and sharing it otherwise, including without limitation on torrent sites).

In legal terms relating to copyright law particularly, Proficiency1 grants you, the student, a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular courses or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, republish, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a Proficiency1 authorized representative. This also applies to content you can access via any of our APIs.

We reserve the right to revoke any lifetime license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates our guidelines. This access right is not applicable to all add-on features and services associated with a course, for example translation captions of courses may be disabled by instructors at any time, and an instructor may decide at any time to no longer provide teaching assistance or Q&A services in association with a course. To be clear, the lifetime access right is to the course content but not to the instructor.

Instructors may not grant licenses to their courses to student directly and any such direct license shall be null and void and a violation of these Terms.

The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Proficiency1, its affiliates and/or other third party licensors.

Payments and Refunds

When you make a payment, you agree to use a valid payment method. If you aren’t happy with your course, Proficiency1 offers a 30-day refund or credit for most course purchases. After this timeframe, payments are non-refundable, and no refund or credit will be provided.

Price Changes

Proficiency1 reserves the right to adjust pricing for our Service, or any components thereof, in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes to your service will take effect following notice of such change to you.

Users’ Standards of Conduct

Proficiency1 Services, implemented as the Proficiency1 website and service, is a community. When you use, or register as a member of, the Service, you agree to the following rules, all of which are based in the essence of Proficiency1 and the maintenance of a civil community:

You assume full responsibility for the content of the Service offered.

You understand that classes posted are publicly available to be viewed and accessed by any student.

You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of any other user.

You may be given the opportunity to participate in comments sections, discussion forums, or other community features or interactive features (“Community Engagements”) in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service and the consequences of them including your use of Community Engagements and submission of User Content. Therefore:

  • You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, hateful, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.
  • You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
  • You will not impersonate any person or entity, including any of our employees or representatives.
  • You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation or advertisement of business, or any form of lottery or gambling.
  • You will not share content from the Service with anyone who is not properly licensed to access the content.
  • You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
  • You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability.
  • You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf. You also agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.
  • You will not upload any copyrighted, trademarked, or proprietary materials on the Service without the expressed permission of the owner. You will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.
  • You agree not to represent or suggest, directly or indirectly, our endorsement of User Content.

If you provide any ideas, information, concepts, know-how, techniques or materials to us through the Services, the Proficiency1 website or act to submit User Content, you hereby grant us an unrestricted, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, publish, reproduce, display, perform, modify, adapt, edit, translate, create derivative works from, incorporate in other works, transmit,  distribute, sublicense (through multiple tiers) and otherwise exploit them (in whole or in part) in any form, medium or technology now known or hereafter developed, without payment to you or any third parties. You agree unconditionally that we are free to use them for any purpose. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the ideas, information, concepts, know-how, techniques, materials and User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the ideas, information, concepts, know-how, techniques, materials and User Content you submitted for the purposes contemplated in this license and that neither the ideas, information, concepts, know-how, techniques, materials and User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the ideas, information, concepts, know-how, techniques, materials and User Content by a breach of these Terms. You also grant us the right to use your name in connection with these submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us, including without limitation the ideas, information, concepts, know-how, techniques, materials and User Content.

Through your use of Community Engagements, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Community Engagements, you assume all associated risks. We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Proficiency1 website.

We have the right, but not the obligation, to monitor User Content posted or uploaded to the Proficiency1 website to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Proficiency1 website, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Proficiency1 website at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Proficiency1 website at your sole cost and expense. The decision by us to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Community Engagements.

If you believe that anything posted on the Proficiency1 website infringes or may infringe the rights of others, including copyright, please notify us by email (DMCA.Agent@proficiency1.com). We will investigate your claim and take the appropriate action in response. Further information and requirements specific to any claim of copyright infringement is detailed specifically below in accordance with the DMCA.

Enrolling in Classes

When you enroll in a class within the Service, you agree to the following rules:

  • You will accept all of the terms and conditions including the cancellation policy listed in the Service when you agree to enroll in or access a class within the Service.
  • You will follow all reasonable rules set by an instructor with respect to a class, and you will not take any actions to interfere with the instructor or any other students in the class.
  • You may access class content for your information and personal use only.
  • You will not copy any materials or techniques for purposes of your own or others’ classes, or for interfering with any class or the instructor’s ongoing relationship with any students participating in such class.

Proficiency1 reserves the right to delete or suspend your account if you violate any of our rules, or at any time and for any reason.

Student Data Policy

When a student takes a class within the Service, we will share the student’s username and profile with the instructor for the purpose of teaching these students within the Service. By enrolling in a class within the Service, a student grants to us permission to share that student’s information with the instructor. The instructor is required to respect the privacy of the student. The instructor has a limited license to use this information only for Proficiency1-related communications or for Proficiency1-facilitated transactions. The instructor may use that personal information for no other purpose, including without limitation such as sending unsolicited commercial messages or unauthorized transactions.

Agreements between Students and Instructors

The Governing Documents, including without limitation these Terms as a part thereof, are in addition to any agreements, releases or other documents (the “Class Agreements”) that an instructor and student may enter into in connection with a class, including any Class Agreements entered into through the Service. Students and instructors are each responsible to the other for complying with the terms of the Class Agreements, but Proficiency1 has no control over either party’s compliance. Among other things, Proficiency1 cannot control (a) the provisions of the Class Agreements, (b) the accuracy or legality of the Class Agreements or (c) any party’s performance of its obligations under the Class Agreements. Accordingly, Proficiency1 shall not be held responsible for any liability arising out of the Class Agreements or any actions that you may take in reliance thereon and is not a party to any transaction between you and any other user. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE PROFICIENCY1 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “PROFICIENCY1 PARTIES”) FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO ANY DISPUTE RELATING TO THE CLASS AGREEMENTS OR ANY TRANSACTION OR ATTEMPTED TRANSACTION WITH ANOTHER USER OF THE SERVICE (WHETHER A STUDENT OR INSTRUCTOR). YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

Instructors and students agree that Proficiency1’s sole responsibility is to process payments and pay out instructors in the proportions set forth above. Proficiency1 is not party to any transaction between any student and/or instructor and cannot be held responsible for any issues arising from any such transaction.

Proficiency1’s Rights

Proficiency1 reserves these rights:

We can make changes to the Proficiency1 Site and Services without notice or liability.

We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

We have the right to remove an instructor from the Partner Program at any time, without prior notice, at our sole discretion, should we identify that their account is associated with behavior that we deem to be in violation of our rules or guidelines.

We have the right to reject, cancel, interrupt, remove, or suspend any class, comment, or other posted comment at any time and for any reason.

Proficiency1 is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.

Disclaimer of Warranties

THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CLASS THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) students and instructors. You acknowledge that all transactions relating to any class or other merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CLASS, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service or presented at any class represents the opinions and judgments of an information provider, user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Proficiency1 spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Service for further information, which policies are incorporated by reference into these Terms.

Proficiency1 is not responsible or liable for any information on its Service listings or profiles. Proficiency1 is not responsible for any changes made to a class by the instructor.

You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the Service is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY OTHER PROFICIENCY1 PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.

FURTHER, NO PROFICIENCY1 PARTY, INCLUDING WITHOUT LIMITATION PROFICIENCY1 ITSELF, SHALL BE LIABLE IN ANY WAY FOR ANY CLASS OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A STUDENT AND INSTRUCTOR.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Proficiency1 Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms or any of the other Governing Documents, or other negligent or wrongful conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

If you violate these Terms, the Privacy Policy or any of the other Governing Documents in a way that causes harm to others, you agree to hold us harmless against any liability for that harm.

Digital Millennium Copyright Act (the “DMCA”); Notice Procedure

We will respond to allegations of copyright infringement in accordance with the DMCA. If you believe that your work was copied or posted on the Web site in a way that constitutes copyright infringement, please notify us by contact to our designated agent by email (DMCA.Agent@proficiency1.com)

Your notification of alleged infringement must comply with the provisions of the DMCA and must include the following information:

  1. a description of the copyrighted work which you claim has been infringed (if you are not the owner of the work, you must also include your electronic or digital signature as a person authorized to act on behalf of the copyright owner);
  2. a description of where the allegedly infringing material is located on the Site;
  3. information reasonably sufficient to permit us to contact you (such as an address, telephone number, and, if available, an email address where you may be reached);
  4. a statement that you have a good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner, its agent, or the law; and
  5. a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Upon receipt of such written notification, conforming to the DMCA and containing the information described above, we will remove or disable access to the allegedly infringing material, forward the written notification to the alleged infringer, and attempt to promptly notify the alleged infringer that the allegedly infringing material has been removed.

If allegedly infringing material is removed by us, the alleged infringer may deliver a counter-notification to our designated agent which complies with the provisions of the DMCA and includes the following information:

  1. a physical or electronic signature of the alleged infringer;
  2. a description of the of the material that has been removed, or to which access has been disabled, and the location at which the material appeared on the Site before it was removed or access to it was disabled;
  3. a statement, under penalty of perjury, that the alleged infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. the alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of United States District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which Company may be found, and that the alleged infringer will accept service of process from the person who provided the notification or an agent of such person.

Upon receipt of a counter-notification, conforming to the DMCA and containing the information described in above, we will promptly provide the party who delivered the original notification with a copy of the counter-notification and inform you that it will replace the removed material, or cease disabling access to it, within ten business days. If our designated agent does not receive notice from you that an action has been filed seeking a court order to prohibit the alleged infringer from engaging in the infringing activity complained of in the original notification, we will replace the removed material, or cease disabling access to it, within ten to fourteen business days after receipt of the counter-notification.

Miscellaneous

You agree that the Service shall be deemed a passive interactive service based solely in Virginia and shall not give rise to personal jurisdiction over Proficiency1, either specific or general, in jurisdictions other than Virginia. These Terms, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the Commonwealth of Virginia, without regard to conflicts of law principles, and the federal laws of the United States. You agree that any legal action or proceeding between Proficiency1 and you for any purpose concerning these Terms, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Virginia. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving us and our employees, officers, directors, agents, or suppliers and waive any claim that any legal proceeding (including, without limitation, any tort claim) brought in accordance with this clause has been brought in an inconvenient forum or that the venue of that proceeding is improper.

These Terms and the provisions within them are for our benefit and for the benefit of our third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

You and Proficiency1 agree that any dispute or claim arising from or relating to the Terms shall be finally settled by binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Proficiency1 are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

Your obligations under this section and the sections headed “Users’ Standards of Conduct”, “Proficiency1’s Rights”, Disclaimer of Warranties”, “Limitation of Liability”, and “Indemnification” will survive termination of these Terms.

These Terms, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Proficiency1 concerning the Service and the services provided by Proficiency1. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Proficiency1’s failure to insist upon or enforce strict performance of any provision of these Terms or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. Proficiency1 may assign its rights and duties under these Terms or any of the other Governing Documents to any party at any time without notice to you.

Most communication between Proficiency1 and you will be sent and received electronically. You agree that all electronic communication between Proficiency1 and you shall satisfy any legal requirements that such communications be in writing.

Any rights of Proficiency1 not expressly granted herein are reserved.

Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the site, please send an email with “California Consumer Rights” to legal@proficiency1.com.  You may also contact us by writing to “Legal Department” at the full address below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services by mail at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Please be sure to identify the specific Web site, software, or service about which you have a question or complaint and how we can contact you.

Questions, Comments, and Notices

We may deliver notice to you by electronic mail, a general notice on this Web site, or by written communication delivered by First Class U.S. Mail to your address on record with us or in any other way which you provide and for which you have given consent.

You may deliver notice to us in writing by using the Contact form on our Web site or by emailing us at legal@proficiency1.com or by making contact with us at:

Proficiency1, a division of JTG, Inc.
11190 Sunrise Valley Drive, Suite 301
Reston, VA 20191

© JTG, Inc. 2020