Effective date: July 14th, 2020
These terms of use are entered into by and between you and Test-Ease, LLC d/b/a Sherpa Prep and govern your purchase of and enrollment in courses offered by Sherpa Prep (the “Courses”), your access and use of sherpaprep.com and other websites on which these Terms of Use are posted (the “Websites”), your use of our mobile apps and any desktop applications that we may make available to you (the “Sherpa Prep Apps”), and any other products, services, or content made available on or through any of the foregoing (collectively the "Services").
Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use.
We may revise and update these Terms of Use from time to time. When we do we will update the “Last Updated” line above. Unless we state otherwise in a notification to you, all changes will effective when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Section 20 (Governing Law and Jurisdiction) will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Services.
Your continued use of the Services following the posting of changes means that you accept and agree to the changes.
We reserve the right to withdraw or modify the Services, including any of our Courses, Sherpa Prep Apps, Websites, or other products, services, content or other materials in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
Portions of the Services may be made available only to persons who have purchased access or have otherwise been issued a username and/or password (“Registered Users”). Only Registered Users' access to restricted portions of the Services will be only for the duration specified at the time of purchase or at time a username and/or password is issued, as applicable. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete.
If you become a Registered User, you acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
You agree that we may record and film all or any part of any live online Courses, which may include your appearance in video (each “Recording”). You consent to the creation of such Recordings and irrevocably authorize Sherpa Prep the right to digitize, create derivative works, display, publicly perform, transmit, broadcast, reproduce, sell, rent, license, and otherwise use and exploit the Recordings in connection with the Course and to permit others to do the same. As between you and Sherpa Prep, you acknowledge and agree that we own any such Recordings including all copyrights and other intellectual property rights therein. In furtherance of the foregoing, you hereby irrevocably assign, transfer and otherwise convey to Sherpa Prep, all of your right, title and interest, if any, in and to all such Recordings.
Further, you herby irrevocably permit, authorize, and license Sherpa Prep to identify me by name and use my name, likeness, appearance, voice, and all materials created by or on behalf of Sherpa Prep that incorporate any of the foregoing, in connection with the Course and advertising and promotion of the Course in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created without further consent from or any royalty, payment, or other compensation to me.
If we make our Sherpa Prep App available to you through your purchase of a Course or otherwise, then, subject to the terms of this Terms of Use, Sherpa Prep grants you a limited, revocable, non-exclusive and nontransferable license in the United States to (i) download, install, and use the Sherpa Prep App for your personal, non-commercial use on a computer, mobile phone, or other wireless or internet enabled device owned or otherwise controlled by you (“Device”); and (ii) access and use the Services and content made available on such Devices through the Sherpa Prep App, strictly in accordance with these Terms of Use.
You agree not to: (i) copy the Sherpa Prep App, except as expressly permitted by this license; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Sherpa Prep App; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Sherpa Prep App or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Sherpa Prep App, including any copy of the Sherpa Prep App; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Sherpa Prep App, or any features or functionality of the Sherpa Prep App, to any third party for any reason; or (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Sherpa Prep App.
You acknowledge and agree that the Sherpa Prep App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Sherpa Prep App under these Terms of Use, or any other rights in relation to the Sherpa Prep App other than to use the Sherpa Prep App in accordance these Terms of Use and the license granted in these Terms of Use. All other rights are expressly reserved to Sherpa Prep and its licensors.
Sherpa Prep may from time to time in its sole discretion develop and provide Sherpa Prep App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may modify or delete in their entirety certain features and functionality. You agree that Sherpa Prep has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (a) the Sherpa Prep App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You will promptly download and install all Updates and acknowledge and agree that the Sherpa Prep App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Sherpa Prep App and be subject to all terms and conditions of these Terms of Use.
If you enroll in or purchase a Course, any content or materials provided by or on our behalf in connection with that Course (“Course Materials”) are provided for your personal, noncommercial use only. Without limitation, Course Materials may include syllabi, guides, video content, practice exams and explanations, Sherpa Prep Apps, images, and other content or materials that we provide to you in connection with the Course.
Unless you obtain our written consent, you may not reproduce, copy, record, screenshot, re-sell, publish, modify, transfer, or distribute the Course Materials. Without limitation, you may not upload or transmit the Course Materials, in whole or in part, online. You may not use the Course Materials for the benefit of any competitor or any other purpose that is to Sherpa Prep’s commercial disadvantage.
You may not remove any copyright or other proprietary rights notices from the Course Materials. Except for the limited right to use the Course Materials as set forth herein, all right, title, and interest in and to the Course Materials including all intellectual property rights therein are owned by Sherpa Prep and its licensors.
The Sherpa Prep name and logo and all related names, logos, product and service names, designs, and slogans are trademarks of Sherpa Prep or its affiliates or licensors. You must not use such marks without the prior written permission of Sherpa Prep. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
You may use the Services only for lawful purposes and in accordance with these Terms of Use.
You agree not to:
The Services may allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “Post”) content or materials, including without limitation, comments, suggestions, and other materials (collectively, “User Contributions”) on or through the Services.
Any User Contribution you post on or through the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on or through the Services or through an email address that was made available to you on the Services, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns the right to use, copy, reproduce, modify, adapt, publish, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS SHERPA PREP AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from our Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent that is designated below. It is the policy of Sherpa Prep to terminate the accounts of repeat infringers.
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. DMCA Notices must be delivered to our designated Copyright Agent, who can be reached as follows: Attn: Copyright Agent Test-Ease, LLC 3031 Macomb St NW Washington, DC 20008 (202) 248-1679 info@sherpaprep.com
Any use or reliance you place on any information presented on or through the Services including, without limitation, Course content is strictly at your own risk. We do not warrant the accuracy, adequacy, completeness, or usefulness of the information presented on or through the Services. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. For additional information, see Section 17 (Disclaimer of Warranties).
The Services include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Sherpa Prep, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sherpa Prep. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
All information we collect on the Services including, without limitation, when you download, install and use any of our Sherpa Prep Apps is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
All purchases through our Services including your purchase of or enrollment in our Courses are subject to our Refund Policy and and Free-Enroll Guarantee, which are incorporated into these Terms of Use. You can locate our Refund Policy in the "About Enrollment" section of our FAQ page. Look for the question "What is your refund policy?"
The Services may contain links to third-party sites and services or, in some cases, we may use third-party sites or services to post or otherwise make content available to you.. Except for the limited content we may make available to you on or through such sites an services, we have no control over the content that may be provided by or through those sites and services. We accept no responsibility for these sites or services, their data collection and usage practices, or for any loss or damage that may arise from your use of them. If you decide to access any of the thirdparty websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Sherpa Prep is based in the District of Columbia in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
TO THE MAXIMIMUM EXTENT PERMITTED BY LAW, OUR SERVICES INCLUDING, WITHOUT LIMITATION, OUR COURSES AND SHERPA PREP APPS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SHERPA PREP EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
SHERPA PREP WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR SERVICES INCLUDING, WITHOUT LIMITATION, THE COURSES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Sherpa Prep, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to the Courses other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.
All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services will be instituted exclusively in the federal courts of the United States located in the District of Columbia or the courts of the District of Columbia, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Our Privacy Policy, Terms of Use, and all such additional terms and conditions incorporated by this reference into these Terms of Use constitute the sole and entire agreement between you and Sherpa Prep regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
© 2022 Sherpa Prep.
GMAT® and GRE® are registered trademarks of the Graduate Management Admission Council™ and the Educational Testing Service™, respectively. Neither organization is affiliated with Sherpa Prep or this website.
© 2022 Sherpa Prep.
GMAT® and GRE® are registered trademarks of the Graduate Management Admission Council™ and the Educational Testing Service™, respectively. Neither organization is affiliated with Sherpa Prep or this website.
23. Your Comments and Concerns
The Services are operated by Sherpa Prep, 3031 Macomb St NW, Washington, DC 20008. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to info@sherpaprep.com.