Terms of Use

Last Modified: May 25, 2021

1. Acceptance of the Terms of Use

These terms of use and application license agreement are entered into by and between you and Proko LLC (“Proko”, “we”, or “us”). The following terms and conditions (these “Terms of Use”), govern your access to and use of proko.com (the “Website”) and our mobile applications that you download from an official mobile application store, such as the Apple App Store® or the Google Play Store® (each, an “Application”), which enables an online art school and marketplace for artists to learn new art skills. The Website and Applications include a forum for discussion between peers or classmates, a rating system where instructors or students may vote on posts and critique the artwork of other people, an online store from which to purchase lessons and/or course material, personal tutoring such as live streams from instructors that teach lessons, and any content, functionality and services (collectively, the “Services”) offered on or through our Website and Applications, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website and Applications. By using the Website or Applications, 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 and our Privacy Policy, found at proko.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or the Applications.

The Website and Applications are offered and available to users who are 13 years of age or older. By using the Website or Applications, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or the Applications.

WARNING: SOME PAGES OF OUR WEBSITE AND APPLICATIONS MAY CONTAIN IMAGES DEPICTING NUDE HUMAN MODELS OF ANY GENDER, WHICH YOU MAY FIND OFFENSIVE. DO NOT VISIT THESE PAGES OF OUR WEBSITE OR APPLICATIONS IF YOU ARE IN ANY WAY OFFENDED BY SUCH CONTENT.

2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website or the Applications thereafter.

Your continued use of the Website or Applications following the posting of a revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. Accessing the Website or Applications and Account Security

We reserve the right to withdraw or amend the Website or Applications, and any service or material we provide on the Website or Applications, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or Applications are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or Applications, or the entire Website or Applications, to users, including registered users.

You are responsible for:

Making all arrangements necessary for you to have access to the Website or Applications.
Ensuring that all persons who access the Website or Applications through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or Applications or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and Applications that all the information you provide on the Website or to the Applications is correct, current and complete. You agree that all information you provide to register with the Website, Applications, or otherwise, including but not limited to through the use of any interactive features on the Website or through the Applications, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website, Applications, or portions of them 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. To protect your account, we recommend that you log out and close your browser window at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us if, in our opinion, you have violated any provision of these Terms of Use or our Community Rules, or use our Website or Applications to spam us or other people.

4. Intellectual Property Rights

Other than as set forth in these Terms of Use (including Section 7 below), the Website, Applications, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned either by Proko, its licensors, or by other providers of such material (which may include other users of the Website, Applications, or Services that upload User Contributions). For the avoidance of doubt, you retain ownership of your User Contributions, subject only to the limited license you provide us in Section 7. However, all these materials are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, regardless of whether owned by us, you, or some other provider of the materials. Your right to use these materials is limited as described in these Terms of Use. These limitations help protect Proko’s intellectual property rights, as well as the intellectual property rights of our artists, instructors, and other users (including you) for their contributions to materials available on the Websites and Applications.

Unless you are an instructor, moderator, or administrator of the Website or Applications, these Terms of Use permit you to use the Website and Applications for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website or Applications, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or screen capture a reasonable number of pages of the Website for your own personal use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.
If we make material on our Website or Applications available for you to download through a “download” link, or otherwise provide you with an ability to access such material offline, you may download a copy of that material or otherwise use these features to make the material available offline (which may include downloading) and to access and use such material for your own personal use.
As otherwise described in an instructor agreement with you, if applicable.

Unless you are an instructor, you must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

Unless you are an instructor, you must not access or use for any commercial purposes any part of the Website or Applications or any services or materials available through the Website or Applications. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website or Applications in breach of the Terms of Use, your right to use the Website and Applications will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or the Applications or any content on the Website or the Applications is transferred to you (but you continue to own your own User Content), and all rights not expressly granted are reserved by Proko. Any use of the Website or the Applications not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

5. Trademarks

The Proko name, our logo, and all related names, logos, product and service names, designs and slogans are trademarks of Proko or its affiliates or licensors (each, “Trademarks”). You must not use such marks without the prior written permission of Proko. In such cases, Proko grants you a limited, non-exclusive, non-transferable right and license to use Proko’s Trademarks. All other names, logos, product and service names, designs, and slogans on the Website or the Applications are the trademarks of their respective owners.

6. Prohibited Uses

You may use the Website and the Applications only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website or the Applications:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Proko, a Proko employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or the Applications, or which, as determined by us, may harm Proko or users of the Website or the Applications or expose them to liability.

Additionally, you agree not to:

Use the Website or the Applications in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website or the Applications, including their ability to engage in real time activities through the Website or the Applications.
Use any robot, spider or other automatic device, process or means to access the Website or the Applications for any purpose, including monitoring or copying any of the material on the Website or the Applications.
Use any manual process to monitor or copy any of the material on the Website or the Applications or for any other unauthorized purpose in a manner not contemplated in these Terms of Use and without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Website or the Applications.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website or the Applications, the server on which the Website is stored or which the Applications connect to, or any server, computer or database connected to the Website or the Applications.
Attack the Website or the servers used by the Applications via a denial-of-service attack or a distributed denial-of-service attack.
Post any fake or defamatory critiques or comments; trade critiques, comments, or upvotes or downvotes with others for the sole purpose of increasing your Activity Points and User Levels; or compensate someone or be compensated to post, refrain from posting, or remove a critique, comment, or an upvote or downvote.
Otherwise attempt to interfere with the proper working of the Website or the Applications.

7. User Contributions

The Website and the Applications may contain message boards, chat rooms, direct messaging, personal web pages or profiles, forums, bulletin boards, our rating or review system, one-on-one video training, live streams, challenges or competitions between users, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials such as artwork; blog posts; comments on the message boards, chat rooms, bulletin boards, or forums; ratings, critiques, or reviews; upvotes or downvotes on posted artwork or comments; albums or galleries of your artwork; instructional materials uploaded by instructors; or any other content or materials that users may post, submit, publish, display or transmit to other users or other persons (collectively, “User Contributions”) on or through the Website or the Applications.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

You own the intellectual property rights in any User Contribution, including all copyrights, trademarks, patents, moral rights, and other rights protected under intellectual property laws. Nothing in these Terms of Use takes away the rights you have to your User Contributions. But, in order to provide the Services available on the Website and the Applications, any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or through the Applications, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns a limited license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for the purpose of providing the Website and the Applications and the Services available on them, including to promote our artists’ artwork and our products and services. You also grant us the right to identify you by name and use your name, likeness, or appearance as attribution in such promotions.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All of your User Contributions do and will comply with these Terms of Use.
You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the User Contributions posted by others on our Website or Applications without that user’s permission.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Proko, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

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 Website or the Applications.

8. Monitoring and Enforcement; Termination

The Website and the Applications may be monitored by moderators. Such moderators may view User Contributions, activities performed via the Interactive Services, and posts made by users of the Website or the Applications.

We or our moderators have the right to:

Mark User Contributions as spam or inappropriate and/or remove or refuse to post any User Contributions for any or no reason in our or the moderator’s sole discretion.
Take any action with respect to any User Contribution that we or the moderator deems necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use (and/or the Content Standards described in these Terms of Use), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the Applications or the public or could create liability for Proko.
Ban you from (temporarily or permanently), or terminate or suspend your access to, all or part of the Website or the Applications, for any or no reason in our or the moderator’s sole discretion, including for any violation of these Terms of Use.

We have the right to:

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or the Applications.

Without limiting the foregoing, we have the right to fully cooperate 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 Website or the Applications. YOU WAIVE AND HOLD HARMLESS PROKO AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, neither us nor our moderators undertake to monitor all activities occurring on the Website or the Applications or to review all material before it is posted on the Website or the Applications, and cannot ensure prompt removal of objectionable material after it has been posted or termination of offending activities after it has occurred. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided or activities performed by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

9. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, unless otherwise containing serious literary, artistic, or political value (as determined by us in our sole discretion), User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy another reasonable person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising for third party products or services, provided, however, you may promote and offer your own artwork or artwork supplies that do not compete with products offered by Proko for sale. Any such User Contributions may be subject to Proko’s review and removal.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

10. Terms of Sale

All prices, discounts, and promotions posted on the Website or the Applications are subject to change without notice. Posted prices do not include taxes. All such taxes will be added to your total before checkout.

Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept PAYPAL and all major credit cards for all purchases. We strive to make payments as easy as possible and we strive to make other payment methods available in the future; please check our payment page for current payment methods. You represent and warrant that (i) the credit card information or other payment method (such as PAYPAL, GooglePay, Apple Pay, AliPay, etc.) information that you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card or other payment method for the purchase, (iii) charges incurred by you will be honored by your credit card company or other payment system, (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website or the Applications at the time of your order, and (v) if you are a minor, you are authorized by your parent or guardian to use such credit card or other payment method for the purchase.

If you are unsatisfied with a purchase of one of our products, we will accept a return of such products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 days of delivery.

11. Contracts between You and a Third Party

The Services may include various product and service offerings that allow you to enter into online transactions with third-parties upon additional or different terms and conditions determined by such third-parties. If applicable, you will be provided with these terms and conditions at the time you purchase these third-party products or services. You acknowledge and agree that Proko is not a party or an agent of any transactions conducted with third-parties via the Services. Proko does not set, control, or endorse the price, contract terms, quality, safety conformance, or legality of the products or services advertised or offered for sale by third parties via the Services. As between Proko and you, you take sole responsibility for any claims regarding your participation in any one-on-one sessions you participate in with instructors or any live streams or courses the instructors offer. You further agree and acknowledge that the applicable third-party takes sole responsibility for all products and services provided or made available by them on or through the Website or the Applications. In no event shall Proko be responsible for any liability resulting from or related to such products or services or for your participation or inability to participate in services offered by any third-party through the Website or the Applications.

12. Feedback

You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Proko with respect to the Website, the Applications, and our Services. Proko will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. You hereby grant Proko a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback, including without limitation, the right to (itself or through a third party) develop, manufacture, market, sell, import, rent, provide and/or lease products or services which practice or embody the Feedback.

13. Copyright Infringement

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 the Website or on or through the Applications infringes your copyright, you may request removal of those materials (or access to them) from the Website and/or the Applications by submitting written notification to our Copyright Agent (designated below). 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:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website or the Applications, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
Include both of the following statements in the body of the DMCA Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

Our designated Copyright Agent to receive DMCA Notices is:

Stanislav Prokopenko
8963 Complex Dr. Suite B, San Diego, CA 92123
support@proko.com

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 Website or the Applications is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Offenders: Please note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

If You Believe Your User Contributions Have Been Removed In Error as a Result of a DMCA Notice: We are required under the DMCA to promptly notify you when we remove your User Contributions as a result of a DMCA Notice and you have the right to submit a counter-notice requesting that your User Contributions be reposted (a “DMCA Counter-Notice”). We are required to provide all DMCA Counter-Notices to the party submitting the DMCA Notice, along with your contact information. The DMCA Counter-Notice must include the following:

Your physical or electronic signature.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
Identification of the material removed and its location before it was removed.
An explanation of why your User Content does not violate the copyright.
Include the following statements in the DMCA Counter-Notice:

“I declare, under penalty of perjury, that I have a good faith belief that the complaint of the copyright violation is based on mistaken information, misidentification of the material in question, or deliberate misreading of the law.”

“I hereby consent to the jurisdiction of Federal District Court for the judicial district in which I reside (or, if my address is outside the United States, any judicial district in which Proko, may be found).”

“I agree to accept service of process from the complainant.”

“Having received this counter notification, you are now obligated under 17 USC 512(g)(2)(B) to advise the complainant of this notice, and to restore the material in dispute (or not take the material down in the first place), unless the complainant files suit against me within 10 days.”

Please be aware that if you knowingly make any false claim in the DMCA Counter-Notice, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

14. Reliance on Information Posted

The information presented on or through the Website and the Applications is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or the Applications, or by anyone who may be informed of any of its contents.

The Website and the Applications includes content provided by third parties, including materials provided by other users. All statements and/or opinions, including upvotes or downvotes, critiques by instructors, critiques by students, reviews, comments on the message boards, and any other statements and/or opinions made by third parties on the Website or the Applications expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Proko, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Proko. 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.

15. Changes to the Website or Applications

We may update the content on the Website and the Applications from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website or the Applications may be out of date at any given time, and we are under no obligation to update such material.

16. Information About You and Your Visits to the Website and Your Use of the Applications

All information we collect on this Website and through the Applications is subject to our Privacy Policy. By using the Website or the Applications, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

17. Linking to the Website and Social Media Features

You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

Members of our affiliate program may also link to our Website in accordance with the terms and conditions of our affiliate program.

The Website or the Applications may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Website.
Send e-mails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you or that you do not otherwise have permission to post on.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing or in-line linking, on any other site.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice at our discretion.

18. Points and Rewards

When available, our Website and Applications may allow you to earn points for your engagement with the Website and Applications, such as how much of each video you watch, your progress through lessons, your upvoting and downvoting history, how often you request critiques of your artwork or provide critiques to others, your starting of new topics to forums, the popularity of your comments, etc. When this feature is available, your number of points may determine your status (such as “newbie” and “master artist”), which may be displayed in your Website and Applications profile. When available, you may redeem points for credits that may be used to make purchases on the Website and Applications for products, services, or features. We may revise and update our points program from time to time at our sole discretion. All changes are effective immediately when we post them.

19. Links from the Website or Applications

If the Website or the Applications contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Such banner advertisements and sponsored links may be provided by our affiliates. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website or the Applications, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

20. Geographic Restrictions

The owner of the Website and the Applications is based in the state of California in the United States. While we provide this Website and the Applications for use by persons located in any jurisdiction, we make no claims that the Website, the Applications, or any of their content is accessible or appropriate outside of the United States. Access to the Website or use of the Applications may not be legal by certain persons or in certain countries. If you access the Website or use the Applications from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

21. Results Disclaimer

Our Website, Applications, and Services provide you with an opportunity to learn or improve your drawing, painting, and other artistic skills. We try to teach our students these skills using our expertise and experience, and we take teaching seriously. However, everyone learns these skills at a different pace. We may share the successful results of Proko or our users on the Website or the Applications. Such examples are not to be interpreted as a promise or guarantee, verbally or in writing, regarding your future artistic capabilities or improvement, or any other results of any kind. By accessing the Website or using the Applications you accept, agree, and understand that you are fully responsible for your progress and results from your use of the Website, the Applications, and our Services. We do not guarantee that you will get any results using any of the ideas, tools, strategies or recommendations available on or through the Website or the Applications, and nothing on our Website or Applications is a promise, warranty, or guarantee to you of such results.

22. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website or on or through the Applications will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, THE APPLICATIONS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATIONS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON OR MADE AVAILABLE THROUGH THE WEBSITE OR APPLICATIONS, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, THE APPLICATIONS, THEIR CONTENTS AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATIONS IS AT YOUR OWN RISK. THE WEBSITE, THE APPLICATIONS, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PROKO NOR ANY PERSON ASSOCIATED WITH PROKO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR THE APPLICATIONS. WITHOUT LIMITING THE FOREGOING, NEITHER PROKO NOR ANYONE ASSOCIATED WITH PROKO REPRESENTS OR WARRANTS THAT THE WEBSITE, THE APPLICATIONS, THEIR CONTENTS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATIONS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, APPLICATIONS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATIONS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PROKO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

23. Limitation on Liability

IN NO EVENT WILL PROKO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, THE APPLICATIONS, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITE, APPLICATIONS, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, APPLICATIONS, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. Indemnification

You agree to defend, indemnify and hold harmless Proko, its affiliates, licensors, instructors, 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 Website or the Applications, including, but not limited to, your User Contributions, any use of the Website’s or Applications’ content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website or the Applications.

25. Governing Law and Jurisdiction

All matters relating to the Website, the Applications, and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California, USA or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the Website, or the Applications shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of San Diego and County of San Diego, 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.

26. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE OR APPLICATIONS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. Waiver and Severability

No waiver by Proko of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Proko to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

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 shall 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.

28. Entire Agreement

The Terms of Use, our Privacy Policy, our instructor agreement (if applicable), and our Affiliate Marketing Agreement (if applicable), constitute the sole and entire agreement between you and Proko with respect to the Website or the Applications and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website or Applications.

29. Your Comments and Concerns

The Website is operated and the Applications are provided by Proko LLC, 8963 Complex Dr. Ste. B, San Diego, CA 92123.

All notices of copyright infringement claims should be sent to the copyright agent designated in the manner and by the means set forth herein.

All other feedback, comments, requests for technical support and other communications relating to the Website or Applications including any requests for refunds should be directed to: support@proko.com.