Envision Learn Terms of Service

5.FEES; TAXES

5.1. Fees

• . Registrants may purchase access to content through the Services at fee set forth on the Site or any registration form for an event. All fees are due and payable in advance, unless otherwise expressly and stated on the Site.

Registrant expressly agrees that Envision Learn is permitted to bill Registrant for the applicable fees, any applicable tax and any other charges Registrant may incur with Envision Learn in connection with such, and Registrant or the applicable Guardian hereby authorizes Envision Learn or a third party to charge the fees to the credit card, or other payment method.

•  If payment is not received or cannot be charged to Registrant for any reason in advance, Envision Learn reserves the right to deny access to the Services.. ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE.
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5.2. Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes“), and Registrant is and shall be responsible for payment of all such taxes (other than taxes based on Envision Learn’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Services, or performance of any services by Envision Learn hereunder.

6. TERM; TERMINATION

6.1. Term

• . These Terms will remain in full force and effect as long as Registrant continues to access or use the Services (or any part thereof), or until terminated in accordance with the provisions of these Terms.

6.2. Termination; Suspension. Registrant may terminate these Terms at any time by providing Envision Learn written notice of such termination to support@envisionlearn.com or by ceasing using the Services. At any time, Envision Learn may (i) suspend or terminate Registrant’s rights to access or use the Services (or any part thereof), or (ii) terminate these Terms with respect to Registrant if Envision Learn, in good faith, believes that Registrant has used the Services (or any part thereof) in violation of these Terms, including any incorporated policies, guidelines, terms or rules. Without limiting the foregoing, if at Envision Learn’s reasonable determination, Registrant uses the Services (or any part thereof) or any other material or services provided by Envision Learn to Registrant in a manner that violates laws, creates an excessive burden or potential adverse impact on Envision Learn’s systems, in addition to any of its other rights or remedies, Envision Learn may, without liability to Envision Learn, immediately suspend or terminate Registrant’s access to the Services.

6.3. Changes and Modifications. Envision Learn reserves the rights to either temporarily or permanently modify, suspend or discontinue the Content and/ or Services (or any part thereof) with or without notice. Registrant agrees that Envision Learn will not be liable to Registrant or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

6.4. Effect of Termination. Upon termination of these Terms, the right to use the Services will automatically terminate. The following Sections shall survive any termination or expiration of these Terms: 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 17.

7. ENVISION LEARN’S OWNERSHIP RIGHTS. Envision Learn or its licensors retain all right, title and interest in and to the Services, and other educational materials, documentation and information made available by Envision Learn in connection therewith, including any and all copies thereof and improvement, updates, and/or or enhancements thereto, (all of the foregoing, “Envision Learn IP“), and all patent, copyright, trademark, and trade secret rights, embodied in, or otherwise applicable to the Envision Learn IP, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Envision Learn and its licensors and suppliers reserve all rights and licenses not expressly granted to Registrant and no implied licenses or rights are granted by Envision Learn. Registrant acknowledges that any ideas, inventions, suggestions for improvement or discussions submitted by Registrant regarding any aspect of the Services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (collectively, “Feedback”), may be used by Envision Learn without compensation or attribution to Registrant, and Registrant hereby grants to Envision Learn, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license to use and exploit such Feedback for any purpose.

8. INDEMNIFICATION. Registrant agrees to indemnify, defend and hold harmless Envision Learn, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from any and all claims, demands, damages, liabilities, losses, costs and expenses (including attorneys’ reasonable fees) arising from or related to: (i) Registrant’s violation of these Terms, including but not limited to a claim arising out of a breach of Registrant’s representations or warranties hereunder; (ii) Registrant’s use of the Services (or any part thereof); (iii) Registrant’s violation of any third party right, including without limitation, any copyright, property, moral or privacy right; (iv) Registrant Content; or (v) any user disputes.
   
   

9. DISCLAIMERS

9.1. THE SERVICES AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY ENVISION LEARN, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ENVISION LEARN AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

9.2. ENVISION LEARN AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT SERVICES (OR ANY PART THEREOF) OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY ENVISION LEARN OR CONTENT MADE AVAILABLE THROUGH THE SERVICES: (I) WILL MEET REGISTRANT’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH REGISTRANT’S HOME NETWORK, OR COMPUTER DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY REGISTRANT FROM ENVISION LEARN OR ANY THIRD PARTY, SHALL CREATE ANY WARRANTY.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL: (I) ENVISION LEARN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY ENVISION LEARN, EVEN IF ENVISION LEARN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) ENVISION LEARN’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY ENVISION LEARN EXCEED THE GREATER OF (A) THE FEES PAID BY REGISTRANT TO ENVISION LEARN FOR THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS (\$100.00). ENVISION LEARN DISCLAIMS ALL LIABILITY OF ANY KIND OF ENVISION LEARN’S LICENSORS AND SUPPLIERS.
    
    

11. APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth these Terms may not apply to Registrant if Registrant is a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to Registrant as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Registrant is located.
    
    

12. BASIS OF THE BARGAIN. The warranty disclaimers and limitations of liability set forth in these Terms are fundamental elements of the basis of the agreement between Envision Learn and Registrant. Envision Learn would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Envision Learn’s suppliers.
    
    

13. EXCLUSIONS. Notwithstanding anything in these Terms to the contrary, Envision Learn will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Envision Learn; (ii) nonconformities resulting from Registrant’s, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of Services, or other services provided hereunder by Envision Learn; (iii) modification, amendment, revision, or change to the Services, or any part thereof, by any person other than Envision Learn; or (iv) any other factor outside of Envision Learn’s reasonable control.
    
    

14. ELECTRONIC COMMUNICATIONS. By using the Services, Registrant consents to receiving electronic communications from Envision Learn, including, without limitation, notices posted on the Site, via email, and/or through the user interface of the Services. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Registrant’s use of the Services. These electronic communications are part of Registrant’s relationship with Envision Learn and Registrant receives them as part of Registrant’s use of the Services. Registrant agrees that any notices, agreements, disclosures or other communications that we send to Registrant electronically will satisfy any legal communication requirements, including that such communications be in writing.
    
    

15. AVAILABILITY OF THE SERVICES. Information describing the Services is accessible worldwide but this does not mean the Services, or certain portions thereof, are available in Registrant’s country. Envision Learn may restrict access to the Services, or portions thereof, in certain countries in its sole discretion. It is Registrant’s responsibility to make sure Registrant’s use of the Services is legal in Registrant’s country of residence. The Services may not be available or accessible in all languages.
    
    

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Governing Law. These Terms will be governed by the laws of the State of California, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contract for the International Sale of Goods in its entirety is expressly excluded from these Terms.

16.2. Disputes. Except as otherwise set forth in these Terms, Registrant agrees that any dispute between Registrant and Envision Learn arising out of or relating to these Terms the Services (or any part thereof) (collectively, “Disputes“) shall be governed by the provisions set forth in this Section.

16.3. Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, Registrant agrees to first contact us directly at support@envisionlearn.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, Registrant or Envision Learn may institute arbitration in accordance with the procedures set forth in this Section.

16.4. Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 16.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in San Francisco, California unless otherwise mutually agreed to by the parties. The arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (AAA) as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.

16.5. Opting-Out of Arbitration. REGISTRANT MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING ENVISION LEARN WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. REGISTRANT’S NOTICE MUST INCLUDE: (I) REGISTRANT’S FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS REGISTRANT USED WITH THE SERVICES; AND (III) A CLEAR STATEMENT THAT REGISTRANT DECLINES THIS AGREEMENT TO ARBITRATE.

16.6. Exception to Arbitration. Notwithstanding anything in these Terms to the contrary to the extent Registrant has in any manner violated or threatened to violate any of Envision Learn’s intellectual property rights, Envision Learn may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Registrant hereby consents to the personal jurisdiction and exclusive venue in such courts.

16.7. No Class Actions. REGISTRANT MAY ONLY RESOLVE DISPUTES WITH ENVISION LEARN ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED UNDER THESE TERMS.

16.8. Venue. In the event that the agreement to arbitrate is found not to apply Registrant’s or our claim, Registrant and Envision Learn agree that any judicial proceeding will be brought in the federal or state courts of San Francisco, California. Both Registrant and Envision Learn consent to venue and personal jurisdiction there.

17. GENERAL. Neither the rights nor the obligations arising under these Terms are assignable by Registrant, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contract and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Envision Learn and Registrant. These Terms are not intended to grant rights to anyone except Registrant and Envision Learn, and in no event shall these Terms create any third party beneficiary rights. Envision Learn may delegate the performance of any services hereunder to its affiliates and contract. These Terms, and any Additional Terms and any other policies or terms and conditions referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to Registrant may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” Registrant agrees that these Terms will not be construed against Envision Learn by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only.In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
    
    
18. QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact us at support@envisionlearn.com if you have any questions about these Terms.

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