College Companion

TERMS OF SERVICE

(Last Revised February 1, 2023)

College Journey Consulting, LLC (“Course Provider,” “we,” “us,” “our,” “their”) provides its services (as described below) to you as a participant (“Participant” or “you”) through its website located at https://collegejourneyconsulting.thinkific.com/courses/CollegeCompanion (the “Website”) and through any related mobile applications and related services (the “Services”), subject to the following Terms of Service (the “Terms of Service”). The Course Provider and Participant are collectively referred to herein as the “Parties.”

Course Provider reserves the right, at its sole discretion, to change or modify portions of these Terms of Service at any time. If we do, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services’ user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Services from time to time.

These Terms of Service shall govern the use of all pages and screens in and on the courses, including the College Companion Google Spreadsheets for IECs Course and any other courses offered from time to time by the Course Provider (all collectively referred to as the “Courses”) and any services, videos, or materials provided by or on the Courses by the Course Provider through the Course (the “Services”) and/or on the Course Provider’s Website. The Course Provider is the sole creator, operator, and publisher of the Courses.

Course Provider is committed to respecting Participant’s privacy and confidential information and expects Participant to be equally committed to protecting the privacy and confidential personal and business information of Course Provider and other participants. For more information regarding what information data or information Course Provider may collect from Participant through Course Provider’s Website and platforms and how Course Provider may use that information, please read our Privacy Policy[PL1] . By using the Services, the Participant consents to our collection and use of personal data as outlined therein.

DEFINITIONS

“Courses” consists of the on-demand asynchronous course titled College Companion Google Spreadsheets for IECs, together with delivery of the Course Materials, including certain video resources and templates (the “Initial Course”), and any other online courses which the Course Provider offers from time to time via the Website.

“Course Materials” includes video resources, worksheets, handouts, spreadsheet templates, and other materials and content provided by the Course Provider to the Participant during the Courses.

“Company IP” includes the Courses, the Course Materials, and the Website.

“Confidential Information” means non-public information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in written, graphic, recorded, machine readable or other form concerning the Disclosing Party’s business, actual and potential clients, suppliers, finances, products, designs, processes, techniques, know-how, algorithms, constructs, Intellectual Property Rights, operations, marketing, business plans, cost and other financial data, concepts, management, relationships with other companies, and other areas of the Disclosing Party’s business or products, including, without limitation, the identity, personal stories, and business information of other Course participants shared or otherwise disclosed in or on the Services, including any live sessions included in a Course, or the Course Materials, but does not include information in the public domain other than through the default of the Disclosing Party, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the Disclosing Party. Such Confidential Information may be conveyed orally by the Disclosing Party or in the form of drawings, schematics, specifications, other technical information, reports, summaries, or presentations.

“Fees” means the fees paid by Participant to the Course Provider for the Services.

“Intellectual Property Rights” means rights in or relating to databases, patents, performers’ rights, designs and registered designs, trademarks, trade secrets, trade names, service marks, trade dress, logos, copyrights, rights in or relating to Confidential Information and other intellectual property or proprietary rights (registered or unregistered) throughout the world.

“Website” means https://collegejourneyconsulting.thinkific.com/courses/CollegeCompanion

ASSENT AND ACCEPTANCE

By purchasing and participating in the Courses, the Participant represents and warrants that they have read and reviewed these Terms of Service and agree to be bound by their terms and conditions.

PAYMENT OF FEES; REFUND POLICY

Participant agrees to pay the specified Fees for Courses with a credit card in accordance with these Terms of Service. Participant hereby authorizes the Course Provider to collect payment of the advertised Fees for the Course with the credit card provided by Participant. All Fees shall be paid in United States dollars. The Course Provider does not offer refunds, and Course registration is non-transferrable. Fees for each Course shall be listed on the Website and may change from time to time. The Course Provider may provide a discount for multi-IEC practices that purchase a Course registration for more than one IEC in the practice group, and that discount will be specified on the Website.

SCHEDULE

The Course Provider will provide Participant with the schedule for all live sessions included in the Course, if any. Participant acknowledges and agrees that the Course Provider is not responsible for Participant’s inability to schedule or attend any or all the live sessions included in a Course. Live sessions will only be recorded at the discretion of the Course Provider.

Each Course offered by the Course Provider is on-demand and may be completed in an asynchronous manner at Participant’s pace.

SINGLE USER REGISTRATION

The Course and the Course Materials are limited to the Participant who paid the Fees to the Course Provider. Participant may not share their login information or the Course Materials or Company IP with business partners, employees, contractors retained by the Participant, colleagues, friends, businesses, or any third party without Course Provider’s express prior written permission. Participant may share Course Materials with a contractor or employee assisting Participant with implementing any of such Course Materials in Participant’s business if such employee or contractor has paid the applicable Fees for the Course. For multi-IEC practices, each IEC who will be using the Course Materials in their business must individually register for a Course and pay the applicable Fees. If the Course Provider suspects that the Participant has shared log-in information or Course Materials with any other party without authorization, the Course Provider reserves the right, in its sole discretion, to immediately terminate the Participant’s access to the Courses and Course Materials.

LICENSE TO WEBSITE ACCESS & COURSE MATERIALS; NON-COMMERCIAL USE

The Participant will access the Courses via the Website and will receive certain Course Materials during participation in the Courses. The Services, and any Course content viewed and used through the Services, is solely for Participant’s personal and non-commercial use. Subject to these Terms of Service and with Participant’s payment of applicable Fees to the Course Provider for access to Courses, the Course Provider grants the Participant a non-exclusive, limited, non-transferable and revocable license to use the Course Materials solely in connection with (i) participation in the Courses, (ii) use in the Participant’s internal business, and (iii) in the limited sense provided below, for the limited commercial purpose of modifying certain Course Materials for Participant’s use in providing college consulting services to their own clients in one-on-one sessions. Except for the foregoing limited license, no right, title, or interest is transferred to the Participant. The Course Provider may revoke this license at any time in their sole discretion.

Unless otherwise expressly authorized herein or by the Course Provider in writing, Participant shall not display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload (collectively, “Exploit”) for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Notwithstanding the foregoing, after Participant’s completion of a Course, the Participant may use Course Materials provided by the Course Provider solely for Participant’s personal, internal use within Participant’s college consulting business and/or may modify the Course Materials, including customizable Google Sheet templates, for limited commercial use in providing one-on-one college consulting services to Participant’s clients and for no other commercial purpose. For purposes of clarity, the Participant shall not Exploit the Services, specifically any Course Materials and/or Company IP, for commercial purposes, including, without limitation, in connection with selling such Exploited Services through a similar course or workshop.

INTELLECTUAL PROPERTY

The Participant hereby agrees that the Company IP and any other Services provided by the Course Provider are the sole and exclusive property of the Course Provider and that the Course Provider holds all right, title, and interest in all Intellectual Property Rights in the Company IP. The Participant shall not use the Company IP for any unlawful or infringing purpose.

Participant shall not modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Company IP, or the Course Materials, in whole or in part, except that the foregoing does not apply to Participant Contributions (as defined below) that Participant legally uploads or publishes to the Services. In connection with Participant’s use of the Services, Participant will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If Participant is blocked by the Course Provider from accessing the Services (including blocking Participant’s IP address), Participant shall not implement any measures to circumvent such blocking (e.g., by masking Participant’s IP address or using a proxy IP address). Any use of the Services or the Course Materials other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of the Course Provider and their affiliates, partners, and/or providers (the “Software”). Participant shall not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Course Provider.

The Participant shall not reproduce or distribute the Company IP in any way, including, without limitation, electronically or via registration of any new trademarks, trade names, service marks, or URLs.

PARTICIPANT AGREES THEY WILL NOT CREATE PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, A COURSE SUBSTANTIALLY SIMILAR IN CONTENT, FORMAT, OR OTHERWISE TO THE INITIAL COURSE, ANY OTHER COURSES DEVELOPED AND PROVIDED BY THE COURSE PROVIDER FROM TIME TO TIME, AND/OR SERVICES PROVIDED BY THE COURSE PROVIDER TO PARTICIPANT UNDER THESE TERMS OF SERVICE.

PARTICIPANT CONTENT & ACCEPTABLE USE

Violations of this provision may result in immediate termination of these Terms of Service and Participant’s access to the Courses in Course Provider’s sole discretion and with no compensation or refund owing. Course Provider is dedicated to providing a welcoming space for all participants. Participant agrees to respect the privacy and keep confidential the Confidential Information and all other personal information shared by other participants in any live sessions.

Through participation in the Courses and use of the Website, the Participant may post, upload, publish, display, or email video, images, text, documents, information, messages, or other materials to the Course pages and other parts of the Website (“Participant Contributions”). The Participant hereby grants the Course Provider a royalty-free, non-exclusive, fully-paid up, transferable, perpetual, irrevocable worldwide license to copy, display, use, upload, adapt, perform, broadcast, publish, transmit, distribute, store, modify, make derivative works of, and otherwise use and fully exploit Participant Contributions in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise). The Course Provider claims no further proprietary rights in the Participant Contributions. The Participant hereby represents and warrants that Participant owns all right, title, and interest in and to the Participant Contributions, including, without limitation, all Intellectual Property Rights and rights of publicity contained therein, and has all required rights to post or transmit such Participant Contributions without violation of any third-party rights.

Course Provider does not tolerate harassment, whether unintended or intentional, in any form. “Harassment” includes, without limitation, offensive verbal and written content relating to gender, gender identity and expression, age, sexual orientation, disability, physical appearance, body size, race, ethnicity, national origin, religion, technology choices, sexual images, deliberate intimidation, stalking, harassing photography or recording, sustained disruption of sessions or other events, inappropriate physical or verbal interaction, and unwelcome sexual or discriminatory attention, as well as slights, negative messages, and other microaggressions, whether intended or not.

Participant hereby further agrees to comply with the following “Acceptable Use” provisions of these Terms of Service for all Participant Contributions. Participant Contributions shall not

·      (i) violate or infringe the Intellectual Property Rights of any third party;

·      (ii) violate any restrictions against upload or publication by which Participant is bound under any applicable law or contractual or fiduciary relationship;

·      (iii) pose or create a security or privacy risk to any person;

·      (iv) constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

·      (v) mention products or services they sell or prefer, unless mentioned solely in the context of providing other participants with educational insights;

·      (vi) employ Harassment in any form, including, without limitation, using unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, excessively violent, vulgar, obscene, pornographic, racially, ethnically, or otherwise hateful language

·      (vii) contain software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or

·      (viii) in the sole discretion of the Course Provider, be objectionable or restrict or limit the ability of any person to fully enjoy the Services as intended.

Further, each Participant shall refrain from interfering with or disrupting the Services in any way, violating any applicable laws, impersonating any person or falsely stating or misrepresenting Participant’s affiliation with a person or entity, harvesting or collecting email addresses or other contact information from other users or participants in the Services for purposes of sending unsolicited emails or other unsolicited communications, advertising or offering to sell or buy any goods or services for any business purpose that is not specifically authorized, or furthering or promoting any criminal activity or enterprise.

Participant acknowledges and agrees that the Course Provider may preserve Participant Contributions and content and may also disclose such Participant Contributions and content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Course Provider, its users and the public. Participant understands that the technical processing and transmission of the Services, including Participant’s Contributions and content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

THIRD PARTY WEBSITES

The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. The Course Provider has no control over such sites and resources and is not responsible for and does not endorse such sites and resources. Participant acknowledges and agrees that the Course Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings Participant has with third parties found while using the Services are between Participant and the third party, and Participant agrees that the Course Provider is not liable for any loss or claim that Participant may have against any such third party.

NO GUARANTEE OF RESULTS

Course Provider is available to support Participant in systemizing and organizing their business. Because there are so many variables that determine the actual, potential, and future profits, losses, income, sales, expenses, and success of each unique business and its owner (including, without limitation, market conditions and Participant’s own efforts, skill, knowledge, dedication, ability, network, and financial situation, among others, during and outside of the scope of the Services provided by Course Provider), Course Provider does not guarantee that Participant will achieve any particular or general result. Course Provider does not offer financial, legal, or other professional services or advice.

Participant knowingly and voluntarily assumes all responsibility for Participant’s use and inability to use the Services, as well as all risks arising out of the Services and any business and personal decisions Participant may make during or after using the Services. Individual risks and results vary significantly, based on factors outside Course Provider’s control. Any testimonials, statements, or opinions about the Course Provider’s Services seen or relied on by Participant were provided voluntarily by actual clients who have worked with Course Provider in various capacities over the years, and, while generally representative of Course Provider’s average client experience, are not a guarantee of any results Participant may experience, which will vary based on many factors outside the control of Course Provider.

CONFIDENTIALITY

Participant agrees to protect and maintain the confidentiality of other participants’ identity, personal stories, and any business information shared or otherwise disclosed in or on the Services. Violation of this provision will result in immediate termination of these Terms of Service upon notice to Participant and removal from the Courses without any refund or further liability to Participant.

The Receiving Party acknowledges the confidential nature of the Disclosing Party’s Confidential Information and agrees that it shall not disclose the Disclosing Party’s Confidential Information to any other person or use any Confidential Information for any purpose other than as contemplated in these Terms of Service, without the prior written consent of an authorized representative of the Disclosing Party. Each Party shall take reasonable precautions (no less rigorous than the Receiving Party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other Party’s Confidential Information. However, a Receiving Party may disclose Confidential Information of a Disclosing Party pursuant to any statute, regulation, order, subpoena, or document discovery request, provided that prior written notice of such disclosure is furnished to the Disclosing Party as soon as practicable to afford the Disclosing Party an opportunity to seek, at its own expense, a protective order. Should the Disclosing Party fail to seek or obtain a protective order, the Receiving Party may disclose such information without liability, provided that the Receiving Party is legally compelled to disclose such Confidential Information.  All the foregoing information shall be considered the Confidential Information of the Disclosing Party, regardless of whether it is marked or otherwise identified as confidential. In addition, other information shall be considered the Confidential Information of the Disclosing Party if it is marked confidential or identified at the time of disclosure as confidential.

MARKETING PERMISSIONS

Participant agrees that Course Provider may use the Participant’s name and testimonial, and, if provided, photo for marketing purposes. Participant agrees that Course Provider may publish on their website or in any written materials any written testimonials and/or photos provided by Participant.

INDEMNIFICATION

To the fullest extent permitted by law, Participant agrees to release, indemnify and hold the Course Provider and its affiliates and their respective officers, employees, directors, members, managers, agents, and representatives harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to Participant’s use of the Services, any Participant Contributions, Participant’s connection to the Services, Participant’s violation of these Terms of Service, or Participant’s violation of any rights of another. If Participant is a California resident, Participant waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If Participant is a resident of another jurisdiction, Participant waives any comparable statute or doctrine.

DISCLAIMER OF WARRANTIES

Although Course Provider uses reasonable efforts to ensure the information Course Provider shares as part of the Services is verified by reliable sources, all information and content on the Website and/or Course Provider’s Services platform or included in the Course Provider’s resource library and any other Course Materials Course Provider provides is for informational purposes only and provided “as is” without guarantees or promises as to accuracy or any results Participant may obtain by using that content or engaging in the Services. Course Provider will use reasonable efforts to make the Services available to Participant; however, Course Provider makes no guarantees as to the uptime or availability of the Services, and Course Provider does not warrant that the Services, including any Course Materials provided, or any of their functions will be complete, error-free, or uninterrupted or that defects will be corrected. To the fullest extent permitted by applicable law, Course Provider shall have no responsibility or liability for any content or materials included in the Services, delays or failures in delivery of the Services, actions of other participants, or any other resulting damage, including, without limitation, damage from virus attacks, internet congestion, denial of service, or power outages. Except as otherwise set forth in these Terms of Service, Course Provider does not make and hereby specifically disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, noninfringement, or other violation of rights.

PARTICIPANT’S USE OF THE SERVICES IS AT PARTICIPANT’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE COURSE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, TITLE, AND NON-INFRINGEMENT.

COURSE PROVIDER MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY PARTICIPANT THROUGH THE SERVICES WILL MEET PARTICIPANT’S EXPECTATIONS.

LIMITATION OF LIABILITY

PARTICIPANT EXPRESSLY UNDERSTANDS AND AGREES THAT COURSE PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COURSE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF PARTICIPANT’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL COURSE PROVIDER’S TOTAL LIABILITY TO PARTICIPANT FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT PARTICIPANT PAID IN FEES TO COURSE PROVIDER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

TERMINATION

Participant agrees that the Course Provider, in its sole discretion, may suspend or terminate Participant’s account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Course Provider believes that Participant has violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Participant’s use of Services may be referred to appropriate law enforcement authorities. The Course Provider may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. Participant agrees that any termination of access to the Services under any provision of these Terms of Service may be effected without prior notice and acknowledges and agrees that the Course Provider may immediately deactivate or delete Participant’s account and all related information and files in such account and/or bar any further access to such files or the Services. Further, Participant agrees that the Course Provider will not be liable to Participant or any third party for any termination of Participant’s access to the Services.

DISPUTE RESOLUTION

The Parties agree that these Terms of Service affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between the Parties, including but not limited to, claims arising out of or relating to any aspect of the relationship between the Parties, these Terms of Service, or the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

If Participant has any dispute with the Course Provider, Participant agrees that before taking any formal action, Participant will contact the Course Provider and provide a brief, written description of the dispute and Participant’s contact information (including Participant’s username, if the dispute relates to an account). Except for intellectual property and small claims court claims, the Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations shall be a condition to either Party initiating a lawsuit or arbitration.

All disputes, claims, or controversies arising out of or relating to these Terms of Service or the Services that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Arbitration shall be held in Fort Bend County, Texas, unless the Parties mutually agree to another location or telephonic arbitration. The Parties agree to submit to the personal jurisdiction of any federal or state court in Fort Bend County, Texas to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs of arbitration, including but not limited to, attorneys’ fees and expert witness costs.

The Course Provider and Participant hereby agree that the arbitration shall be conducted in the Party’s respective individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. PARTICIPANT AND COURSE PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.

Notwithstanding the Parties' decision to resolve all disputes through arbitration, you or we may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect Intellectual Property Rights. You or we may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction to the extent such claims do not seek equitable relief.

YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND THE COURSE PROVIDER REGARDING ANY ASPECT OF THE SERVICES (INCLUDING THE ENROLMENT PROCESS) AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.

INTERNATIONAL USERS

Recognizing the global nature of the Internet, Participant agrees to comply with all local rules and laws regarding their use of the Services, including as it concerns online conduct and acceptable content.

FORCE MAJEURE

Regardless of any other provisions in these Terms of Service, Course Provider and its owners, managers, members, officers, employees, contractors, vendors, and other agents shall not be in breach of these Terms of Service or liable to Participant in relation to their delay or failure to deliver the Services due to occurrences outside their reasonable control that may make it illegal, impossible, inadvisable, or commercially impractical, as determined in Course Provider’s reasonable discretion, to provide access to the Services, in full or in part, as a result of government- and agency-issued orders, restrictions, and recommendations, health and travel restrictions, floods, fires, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by Participant or other attendance and participation impediments they may experience, and other impediments to performance caused directly or indirectly by any event or circumstances outside Course Provider’s reasonable control, as long as Course Provider notifies Participant as soon as reasonably practicable. Course Provider will not provide refunds for these or any other reasons; however, Course Provider will, in its sole discretion, elect to offer an alternative method of providing Services or to reschedule live elements of the Services, if any, once Course Provider has determined, together with its advisors, that it is legal, possible, advisable, and commercially practical to resume performance.

GENERAL PROVISIONS

These Terms of Service constitute the exclusive agreement between the Parties with respect to their subject matter and as of this date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to their subject matter. These Terms of Service cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer or representative of all Parties. There are no conditions precedent to the effectiveness of these Terms of Service other than those expressly stated herein. The provisions of these Terms of Service may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In agreeing to these Terms of Service, neither Party has relied on any statement, representation, warranty or agreement of the other Party except for those expressly included herein. Participant also may be subject to additional terms and conditions that may apply when and if Participant uses affiliate or third-party services, third party content, or third-party software. These Terms of Service will be governed by the laws of the State of Texas without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth herein above, the Parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Fort Bend County, Texas. The failure of the Course Provider to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect. Participant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based on or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Participant may not assign these Terms of Service without the prior written consent of the Course Provider, but the Course Provider may assign or transfer its obligations hereunder, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to Participant may be made via either email or regular mail. Under no circumstances shall the Course Provider be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Services may also provide notices to Participant of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services.