Portnov Computer School
General terms and conditions for services
PORTNOV
1. Applicability.
(A) THESE TERMS AND CONDITIONS FOR SERVICES (THESE “TERMS”) TOGETHER WITH THE TERMS OF USE HTTPS://WWW.PORTNOV.COM/TERMS-OF-USE/ ARE THE AGREEMENTS THAT GOVERN THE PROVISION OF SERVICES BY PORTNOV SCHOOL (“SERVICE PROVIDER”) TO USERS OF THE ONLINE PLATFORM WWW.PORTNOV.COM (“PLATFORM”) THAT PURCHASE THE PRODUCTS OR SERVICES PROVIDED BY THE SERVICE PROVIDER (“CUSTOMER”).
(B) THE ACCOMPANYING ORDER CONFIRMATION (“ORDER CONFIRMATION”), TERMS OF USE, AND THESE TERMS (COLLECTIVELY, THIS “AGREEMENT”) COMPRISE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, NEGOTIATIONS, REPRESENTATIONS AND WARRANTIES, AND COMMUNICATIONS, BOTH WRITTEN AND ORAL. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE ORDER CONFIRMATION, THESE TERMS SHALL GOVERN, UNLESS THE ORDER CONFIRMATION EXPRESSLY STATES THAT THE TERMS AND CONDITIONS OF THE ORDER CONFIRMATION SHALL CONTROL. THE AGREEMENT SIGNED BY CUSTOMER IS NOT OPERATIVE UNTIL THE CUSTOMER ATTENDS THE FIRST SESSION OF CONTENT OFFERING (AS DEFINED BELOW).
2. Services.
SERVICE PROVIDER SHALL PROVIDE THE SERVICES OR PRODUCTS (“CONTENT OFFERING”) TO CUSTOMER AS DESCRIBED IN THE ORDER CONFIRMATION IN ACCORDANCE WITH THESE TERMS.
3. License.
SUBJECT TO THESE TERMS AND SERVICE PROVIDER POLICIES, IT GRANTS TO CUSTOMER A LIMITED, PERSONAL, NON-EXCLUSIVE, NON-TRANSFERABLE, AND REVOCABLE LICENSE TO USE SERVICES. CUSTOMER MAY DOWNLOAD CONTENT FROM PLATFORM ONLY FOR PERSONAL, NON-COMMERCIAL USE, UNLESS YOU OBTAIN SERVICE PROVIDER WRITTEN PERMISSION TO OTHERWISE USE THE CONTENT.
4. No Academic Credit.
PARTICIPATION IN OR COMPLETION OF CONTENT OFFERINGS DOES NOT CONFER ANY ACADEMIC CREDIT. SERVICE PROVIDER AND INSTRUCTORS HAVE NO OBLIGATION TO HAVE CONTENT OFFERINGS RECOGNIZED BY ANY EDUCATIONAL INSTITUTION OR ACCREDITATION ORGANIZATION.
5. Performance Dates
SERVICE PROVIDER SHALL USE REASONABLE EFFORTS TO MEET ANY PERFORMANCE DATES SPECIFIED IN THE ORDER CONFIRMATION, AND ANY SUCH DATES SHALL BE ESTIMATES ONLY.
6. Customer’s obligations.
CUSTOMER SHALL:
(A) COOPERATE WITH SERVICE PROVIDER IN ALL MATTERS RELATING TO THE SERVICES AND PROVIDE SUCH ACCESS TO CUSTOMER’S PREMISES, AND SUCH OFFICE ACCOMMODATION AND OTHER FACILITIES AS MAY REASONABLY BE REQUESTED BY SERVICE PROVIDER, FOR THE PURPOSES OF PERFORMING THE SERVICES;
(B) RESPOND PROMPTLY TO ANY SERVICE PROVIDER REQUEST TO PROVIDE DIRECTION, INFORMATION, APPROVALS, AUTHORIZATIONS, OR DECISIONS THAT ARE REASONABLY NECESSARY FOR SERVICE PROVIDER TO PERFORM SERVICES IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT;
(C) PROVIDE SUCH CUSTOMER MATERIALS OR INFORMATION AS SERVICE PROVIDER MAY REASONABLY REQUEST TO CARRY OUT THE SERVICES IN A TIMELY MANNER AND ENSURE THAT SUCH CUSTOMER MATERIALS OR INFORMATION ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS; AND
(D) OBTAIN AND MAINTAIN ALL NECESSARY LICENSES AND CONSENTS AND COMPLY WITH ALL APPLICABLE LAWS IN RELATION TO THE SERVICES BEFORE THE DATE ON WHICH THE SERVICES ARE TO START.
7. Customer’s acts or omissions
IF SERVICE PROVIDER’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS PREVENTED OR DELAYED BY ANY ACT OR OMISSION OF CUSTOMER OR ITS AGENTS, SUBCONTRACTORS, CONSULTANTS, OR EMPLOYEES, SERVICE PROVIDER SHALL NOT BE DEEMED IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE LIABLE FOR ANY COSTS, CHARGES, OR LOSSES SUSTAINED OR INCURRED BY CUSTOMER, IN EACH CASE, TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM SUCH PREVENTION OR DELAY.
8. Change orders
(A) IF EITHER PARTY WISHES TO CHANGE THE SCOPE OR PERFORMANCE OF THE SERVICES, IT SHALL SUBMIT DETAILS OF THE REQUESTED CHANGE TO THE OTHER PARTY IN WRITING. SERVICE PROVIDER SHALL, WITHIN A REASONABLE TIME AFTER SUCH REQUEST, PROVIDE A WRITTEN ESTIMATE TO CUSTOMER OF:
- (I) THE LIKELY TIME REQUIRED TO IMPLEMENT THE CHANGE;
- (II) ANY NECESSARY VARIATIONS TO THE FEES AND OTHER CHARGES FOR THE SERVICES ARISING FROM THE CHANGE;
- (III) THE LIKELY EFFECT OF THE CHANGE ON THE SERVICES; AND
- (IV) ANY OTHER IMPACT THE CHANGE MIGHT HAVE ON THE PERFORMANCE OF THIS AGREEMENT.
(B) NOTWITHSTANDING SECTION 8(A), SERVICE PROVIDER MAY, FROM TIME TO TIME CHANGE THE SERVICES WITHOUT THE CONSENT OF CUSTOMER PROVIDED THAT SUCH CHANGES DO NOT MATERIALLY AFFECT THE NATURE OR SCOPE OF THE SERVICES, OR THE FEES OR ANY PERFORMANCE DATES SET FORTH IN THE ORDER CONFIRMATION.
(C) SERVICE PROVIDER MAY CHARGE FOR THE TIME IT SPENDS ASSESSING AND DOCUMENTING A CHANGE REQUEST FROM CUSTOMER ON A TIME AND MATERIALS BASIS IN ACCORDANCE WITH THE ORDER CONFIRMATION.
9. Fees and Expenses; Payment Terms; Interest on Late Payments
(A) THE FEE IN THE AMOUNT OF $250.00 (TWO HUNDRED AND FIFTY US DOLLARS) IS THE REGISTRATION FEE (THE “REGISTRATION FEE”).
(B) IN CONSIDERATION OF THE PROVISION OF THE SERVICES BY SERVICE PROVIDER AND THE RIGHTS GRANTED TO CUSTOMER UNDER THIS AGREEMENT, CUSTOMER SHALL PAY THE FEES SET FORTH IN THE ORDER CONFIRMATION.
(C) CUSTOMER SHALL PAY ALL INVOICED AMOUNTS DUE TO SERVICE PROVIDER ON RECEIPT OF SERVICE PROVIDER’S INVOICE. CUSTOMER SHALL MAKE ALL PAYMENTS HEREUNDER IN US DOLLARS BY CREDIT CARD OR CHECK.
(D) IN THE EVENT PAYMENTS ARE NOT RECEIVED BY SERVICE PROVIDER WITHIN 5 DAYS AFTER BECOMING DUE, SERVICE PROVIDER MAY:
(I) CHARGE INTEREST ON ANY SUCH UNPAID AMOUNTS AT A RATE OF 1% PER MONTH OR, IF LOWER, THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW, FROM THE DATE SUCH PAYMENT WAS DUE UNTIL THE DATE PAID; AND
(II) SUSPEND PERFORMANCE FOR ALL SERVICES UNTIL PAYMENT HAS BEEN MADE IN FULL.
10. Cancelation
CUSTOMER HAS A RIGHT TO CANCEL THE AGREEMENT AND RECEIVE A REFUND OF THE TUITION DELIVERED TO SERVICE PROVIDER (THE “REFUND”) PRIOR TO OR ON THE FIRST DAY OF INSTRUCTION FOR THE AMOUNT PAID THROUGH ATTENDANCE AT THE FIRST SESSION OF THE CONTENT OFFERING OR ON THE SEVENTH DAY AFTER THE EXECUTION OF THE AGREEMENT, WHICHEVER IS LATER (THE “CANCELLATION”). A WRITTEN NOTICE ABOUT CANCELLATION SHALL BE SENT TO THE DIRECTOR OF PORTNOV COMPUTER SCHOOL (THE “SCHOOL”) AS DEFINED IN SECTION 26 OF THESE TERMS (THE “REQUEST FOR CANCELLATION”). CUSTOMER MAY EXPECT TO RECEIVE REFUND IN A TIMELY MANNER, UNLESS THE REQUEST FOR CANCELLATION IS SENT ACCORDING TO THE TERMS OF THESE TERMS. FOR THE PURPOSES OF SENDING REFUND, THE DATE OF CANCELLATION SHALL BE DETERMINED AS THE DATE WHEN THE SCHOOL RECEIVES THE REQUEST FOR CANCELLATION. THE DATE OF CANCELLATION SHALL BE DETERMINED AS FOLLOWS:
(A) IF CUSTOMER DELIVERS A REQUEST FOR CANCELLATION TO THE SCHOOL IN PERSON (WITH A HELP OF FRIEND, RELATIVE OR ANY OTHER AUTHORIZED REPRESENTATIVE) PRIOR TO OR ON THE FIRST DAY OF THE CONTENT OFFERING SESSION. FOR THE PURPOSES OF THESE TERMS THE DATE OF CANCELLATION SHALL DEEMED TO BE THE DATE OF SIGNING OF THE REQUEST FOR CANCELLATION.
(B) IF CUSTOMER SIGNS THE REQUEST FOR CANCELLATION PRIOR TO OR ON THE FIRST DAY OF INSTRUCTION, MAILS IT TO THE SCHOOL, AND REQUEST FOR CANCELLATION IS POSTMARKED WITHIN TWO BUSINESS DAYS FROM THE DATE OF SIGNING, THE DATE OF CANCELLATION IS THE DATE OF SIGNING THE REQUEST FOR CANCELLATION. IF THE LETTER WITH ENCLOSED REQUEST FOR CANCELLATION IS NOT POSTMARKED WITHIN TWO BUSINESS DAYS FROM THE DATE OF SIGNING, THE DATE OF CANCELLATION IS THE DATE THE LETTER WAS POSTMARKED.
11. Withdrawal
Attention: The courses that cost less than $2500 are non-refundable.
CUSTOMER HAS A RIGHT TO WITHDRAW THE FUNDS FROM SERVICE PROVIDER (THE “WITHDRAWAL”) IF CUSTOMER REQUESTS REFUND THE DAY AFTER THE ATTENDANCE OF THE SECOND SESSION OF CONTENT OFFERING UNDER THE TERMS AS DEFINED IN THE SECTION 12 BELOW (THE “REQUEST FOR WITHDRAWAL”). FOR THE PURPOSES OF CALCULATING THE PERCENTAGE OF TUITION RECEIVED, THE DATE OF WITHDRAWAL SHALL BE DETERMINED AS FOLLOWS:
(A) IF CUSTOMER HAS SIGNED THE AGREEMENT BUT NEVER ATTENDED THE CONTENT OFFERING SESSIONS, THE DATE OF WITHDRAWAL IS THE SECOND SESSION OF THE CONTENT OFFERING.
(B) IF CUSTOMER DELIVERS THE REQUEST FOR WITHDRAWAL TO THE SCHOOL IN PERSON (WITH A HELP OF FRIEND, RELATIVE, OR OTHER AUTHORIZED REPRESENTATIVE) WITHIN ONE WEEK FOLLOWING THE DATE CUSTOMER LAST ATTENDED THE SESSION OF CONTENT OFFERING, THE DATE OF WITHDRAWAL IS THE DATE OF ATTENDANCE OF THE SESSION.
(C) IF CUSTOMER MAILS THE REQUEST WITHDRAWAL, AND THE LETTER WITH ENCLOSED REQUEST FOR WITHDRAWAL IS POSTMARKED WITHIN ONE WEEK FOLLOWING THE DATE CUSTOMER LAST ATTENDED THE SESSION OF CONTENT OFFERING, THE DATE OF WITHDRAWAL IS THE DATE OF LAST ATTENDANCE OF THE SESSION; IF THE LETTER WITH ENCLOSED REQUEST FOR WITHDRAWAL IS NOT POSTMARKED WITHIN ONE WEEK FROM THE DATE OF THE LAST ATTENDANCE OF THE SESSION, THE DATE OF WITHDRAWAL IS THE DATE THE SCHOOL RECEIVES THE LETTER WITH ENCLOSED REQUEST.
(D) IF CUSTOMER IS UNABLE TO NOTIFY THE SCHOOL OF THE DECISION OR NECESSITY OF CANCELLATION OR WITHDRAWAL ON TIMELY BASIS AS DEFINED ABOVE DUE TO THE ILLNESS OR INJURY, CUSTOMER OR THEIR AUTHORIZED REPRESENTATIVES SHALL DELIVER THE NOTICE TO THE SCHOOL AT THEIR EARLIEST CONVENIENCE, AND TO DISCUSS THE ISSUE WITH THE DIRECTOR OF THE SCHOOL.
12. Refund policy
(A) SCHOOL SHALL ISSUE REFUND FOR CANCELLATION AS FOLLOWS:
(I)
THE CONTENT OFFERING SESSION, THE SCHOOL SHALL REFUND THE AMOUNT PAID LESS THE AMOUNT OF THE REGISTRATION FEE. THERE ARE NO REFUNDS FOR COURSES COSTING LESS THAN $2,500.
IF CUSTOMER CANCELS THE AGREEMENT PRIOR TO OR ON THE FIRST DAY OF
(II) IF CUSTOMER SIGNED THE AGREEMENT, BUT NEVER ATTENDED THE CONTENT OFFERING SESSION, THE SCHOOL SHALL REFUND THE AMOUNT PAID LESS THE AMOUNT OF THE REGISTRATION FEE.
(III) IF SCHOOL CANCELS OF DISCONTINUES THE COURSE, THE SCHOOL SHALL REFUND A FULL AMOUNT PAID BY CUSTOMER INCLUDING THE REGISTRATION FEE AND TUITION, IF THE COURSE CANCELS PRIOR TO THE FIRST DAY OF THE CONTENT OFFERING SESSION, OR THE AMOUNT OF ALL CHARGES PAID FOR THE COURSE THAT WAS NOT PROVIDED AT SCHOOL’S FAULT.
(B) SCHOOL SHALL ISSUE REFUND FOR WITHDRAWAL ON A PRO RATA BASIS AS ADJUSTED ACCORDING TO THE DATE THE REQUEST FOR REFUND HAS BEEN SENT:
(I) IF CUSTOMER HAS ATTENDED THE SECOND SESSION OF THE COURSE OFFERING AND SEND REQUEST FOR WITHDRAWAL AFTERWARDS, BUT PRIOR TO THE COMPLETION OF THE COURSE WITH OR WITHOUT CAUSE, CUSTOMER WHO HAS COMPLETED SIXTY PERCENT (60 %) OR LESS WILL BE PAID BY THE SCHOOL A PRORATED REFUND OF THE UNUSED PORTION OF TUITION.
(C) SCHOOL SHALL DELIVER THE REFUND WITHIN THIRTY (30) CALENDAR DAYS FOLLOWING THE WHICH CUSTOMER’S WITHDRAWAL OR CANCELLATION HAS BEEN DETERMINED BY SCHOOL.
13. Intellectual property
ALL INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, PATENTS, PATENT DISCLOSURES AND INVENTIONS (WHETHER PATENTABLE OR NOT), TRADEMARKS, SERVICE MARKS, TRADE SECRETS, KNOW-HOW, AND OTHER CONFIDENTIAL INFORMATION, TRADE DRESS, TRADE NAMES, LOGOS, CORPORATE NAMES AND DOMAIN NAMES, TOGETHER WITH ALL OF THE GOODWILL ASSOCIATED THEREWITH, DERIVATIVE WORKS AND ALL OTHER RIGHTS (COLLECTIVELY, “INTELLECTUAL PROPERTY RIGHTS”) IN AND TO ALL DOCUMENTS, WORK PRODUCT AND OTHER MATERIALS THAT ARE DELIVERED TO CUSTOMER UNDER THIS AGREEMENT OR PREPARED BY OR ON BEHALF OF SERVICE PROVIDER IN THE COURSE OF PERFORMING THE SERVICES, INCLUDING ANY ITEMS IDENTIFIED AS SUCH IN THE ORDER CONFIRMATION (COLLECTIVELY, THE “DELIVERABLES”) EXCEPT FOR ANY CONFIDENTIAL INFORMATION OF CUSTOMER OR CUSTOMER MATERIALS SHALL BE OWNED EXCLUSIVELY BY SERVICE PROVIDER. SERVICE PROVIDER HEREBY GRANTS CUSTOMER A LICENSE TO USE ALL INTELLECTUAL PROPERTY RIGHTS IN THE DELIVERABLES FREE OF ADDITIONAL CHARGE AND ON A NON-EXCLUSIVE, WORLDWIDE, NON-TRANSFERABLE, NON-SUBLICENSABLE, FULLY PAID-UP, ROYALTY-FREE AND PERPETUAL BASIS, SOLELY TO THE EXTENT NECESSARY TO ENABLE CUSTOMER TO MAKE REASONABLE USE OF THE DELIVERABLES AND THE SERVICES.
14. Confidential information
(A) ALL NON-PUBLIC, CONFIDENTIAL OR PROPRIETARY INFORMATION OF SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO, TRADE SECRETS, TECHNOLOGY, INFORMATION PERTAINING TO BUSINESS OPERATIONS AND STRATEGIES, AND INFORMATION PERTAINING TO CUSTOMERS, PRICING, AND MARKETING (COLLECTIVELY, “CONFIDENTIAL INFORMATION”), DISCLOSED BY SERVICE PROVIDER TO CUSTOMER, WHETHER DISCLOSED ORALLY OR DISCLOSED OR ACCESSED IN WRITTEN, ELECTRONIC OR OTHER FORM OR MEDIA, AND WHETHER OR NOT MARKED, DESIGNATED OR OTHERWISE IDENTIFIED AS “CONFIDENTIAL,” IN CONNECTION WITH THE PROVISION OF THE SERVICES AND THIS AGREEMENT IS CONFIDENTIAL, AND SHALL NOT BE DISCLOSED OR COPIED BY CUSTOMER WITHOUT THE PRIOR WRITTEN CONSENT OF SERVICE PROVIDER. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION THAT IS:
(I) IN THE PUBLIC DOMAIN;
(II) KNOWN TO CUSTOMER AT THE TIME OF DISCLOSURE; OR
(III) RIGHTFULLY OBTAINED BY CUSTOMER ON A NON-CONFIDENTIAL BASIS FROM A THIRD PARTY.
(B) CUSTOMER AGREES TO USE THE CONFIDENTIAL INFORMATION ONLY TO MAKE USE OF THE SERVICES AND DELIVERABLES.
(C) SERVICE PROVIDER SHALL BE ENTITLED TO INJUNCTIVE RELIEF FOR ANY VIOLATION OF THIS SECTION.
15. Representation and warranty.
(A) SERVICE PROVIDER REPRESENTS AND WARRANTS TO CUSTOMER THAT IT SHALL PERFORM THE SERVICES USING PERSONNEL OF REQUIRED SKILL, EXPERIENCE, AND QUALIFICATIONS AND IN A PROFESSIONAL AND WORKMANLIKE MANNER IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES AND SHALL DEVOTE ADEQUATE RESOURCES TO MEET ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B) THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR A BREACH OF THE WARRANTY SET FORTH IN SECTION 15(A) UNLESS CUSTOMER GIVES WRITTEN NOTICE OF THE DEFECTIVE SERVICES, REASONABLY DESCRIBED, TO SERVICE PROVIDER WITHIN 10 DAYS OF THE TIME WHEN CUSTOMER DISCOVERS OR OUGHT TO HAVE DISCOVERED THAT THE SERVICES WERE DEFECTIVE.
(C) SUBJECT TO SECTION 15(B), SERVICE PROVIDER SHALL, IN ITS SOLE DISCRETION, EITHER:
- (I) REPAIR OR RE-PERFORM SUCH SERVICES (OR THE DEFECTIVE PART); OR
- (II) CREDIT OR REFUND THE PRICE OF SUCH SERVICES AT THE PRO RATA CONTRACT
RATE.
(D) THE REMEDIES SET FORTH IN SECTION 15(C) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 15(A).
16. Disclaimer off warranties
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 15(A) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
17. Limitation of liability
(A) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(B) IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.
18. Termination
IN ADDITION TO ANY REMEDIES THAT MAY BE PROVIDED UNDER THIS AGREEMENT, SERVICE PROVIDER MAY TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT UPON WRITTEN NOTICE TO CUSTOMER, IF CUSTOMER:
(A) FAILS TO PAY ANY AMOUNT WHEN DUE UNDER THIS AGREEMENT AND SUCH FAILURE CONTINUES FOR 10 DAYS AFTER CUSTOMER’S RECEIPT OF WRITTEN NOTICE OF NONPAYMENT;
(B) HAS NOT OTHERWISE PERFORMED OR COMPLIED WITH ANY OF THE TERMS OF THIS AGREEMENT, IN WHOLE OR IN PART; OR
(C) BECOMES INSOLVENT, FILES A PETITION FOR BANKRUPTCY OR COMMENCES OR HAS COMMENCED AGAINST IT PROCEEDINGS RELATING TO BANKRUPTCY, RECEIVERSHIP, REORGANIZATION, OR ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
19. Waiver
NO WAIVER BY SERVICE PROVIDER OF ANY OF THE PROVISIONS OF THIS AGREEMENT IS EFFECTIVE UNLESS EXPLICITLY SET FORTH IN WRITING AND SIGNED BY SERVICE PROVIDER. NO FAILURE TO EXERCISE, OR DELAY IN EXERCISING, ANY RIGHTS, REMEDY, POWER, OR PRIVILEGE ARISING FROM THIS AGREEMENT OPERATES OR MAY BE CONSTRUED AS A WAIVER THEREOF. NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER, OR PRIVILEGE HEREUNDER PRECLUDES ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER, OR PRIVILEGE.
20. Force majeure
THE SERVICE PROVIDER SHALL NOT BE LIABLE OR RESPONSIBLE TO CUSTOMER, NOR BE DEEMED TO HAVE DEFAULTED OR BREACHED THIS AGREEMENT, FOR ANY FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THIS AGREEMENT WHEN AND TO THE EXTENT SUCH FAILURE OR DELAY IS CAUSED BY OR RESULTS FROM ACTS OR CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF SERVICE PROVIDER INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, FLOOD, FIRE, EARTHQUAKE, EXPLOSION, GOVERNMENTAL ACTIONS, WAR, INVASION OR HOSTILITIES (WHETHER WAR IS DECLARED OR NOT), TERRORIST THREATS OR ACTS, RIOT, OR OTHER CIVIL UNREST, NATIONAL EMERGENCY, REVOLUTION, INSURRECTION, EPIDEMIC, LOCK-OUTS, STRIKES OR OTHER LABOR DISPUTES (WHETHER OR NOT RELATING TO EITHER PARTY’S WORKFORCE), OR RESTRAINTS OR DELAYS AFFECTING CARRIERS OR INABILITY OR DELAY IN OBTAINING SUPPLIES OF ADEQUATE OR SUITABLE MATERIALS, MATERIALS OR TELECOMMUNICATION BREAKDOWN OR POWER OUTAGE, PROVIDED THAT, IF THE EVENT IN QUESTION CONTINUES FOR A CONTINUOUS PERIOD IN EXCESS OF 5 DAYS, CUSTOMER SHALL BE ENTITLED TO GIVE NOTICE IN WRITING TO SERVICE PROVIDER TO TERMINATE THIS AGREEMENT.
21. Assignment
CUSTOMER SHALL NOT ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SERVICE PROVIDER. ANY PURPORTED ASSIGNMENT OR DELEGATION IN VIOLATION OF THIS SECTION IS NULL AND VOID. NO ASSIGNMENT OR DELEGATION RELIEVES CUSTOMER OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
22. Relationship of the parties
THE RELATIONSHIP BETWEEN THE PARTIES IS THAT OF INDEPENDENT CONTRACTORS. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING ANY AGENCY, PARTNERSHIP, JOINT VENTURE OR OTHER FORM OF JOINT ENTERPRISE, EMPLOYMENT, OR FIDUCIARY RELATIONSHIP BETWEEN THE PARTIES, AND NEITHER PARTY SHALL HAVE AUTHORITY TO CONTRACT FOR OR BIND THE OTHER PARTY IN ANY MANNER WHATSOEVER.
23. Governing law
ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE 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 OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF CALIFORNIA.
24. Submission of jurisdiction
ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA IN EACH CASE LOCATED IN THE COUNTY OF SANTA CLARA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING.
25. Arbitration
AT SERVICE PROVIDER’S SOLE DISCRETION, IT MAY REQUIRE CUSTOMER TO SUBMIT ANY DISPUTES ARISING FROM THESE TERMS OR USE OF THE WEBSITE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING CALIFORNIA LAW.
26. Notices
ALL NOTICES, REQUESTS, CONSENTS, CLAIMS, DEMANDS, WAIVERS, AND OTHER COMMUNICATIONS HEREUNDER (EACH, A “NOTICE”) SHALL BE IN WRITING AND ADDRESSED TO THE PARTIES AT THE ADDRESSES SET FORTH BELOW OR TO SUCH OTHER ADDRESS THAT MAY BE DESIGNATED BY THE RECEIVING PARTY IN WRITING. ALL NOTICES SHALL BE DELIVERED BY PERSONAL DELIVERY, NATIONALLY RECOGNIZED OVERNIGHT COURIER (WITH ALL FEES PRE-PAID), FACSIMILE (WITH CONFIRMATION OF TRANSMISSION) OR EMAIL OR CERTIFIED OR REGISTERED MAIL (IN EACH CASE, RETURN RECEIPT REQUESTED, POSTAGE PREPAID). EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, A NOTICE IS EFFECTIVE ONLY (A) UPON RECEIPT OF THE RECEIVING PARTY, AND (B) IF THE PARTY GIVING THE NOTICE HAS COMPLIED WITH THE REQUIREMENTS OF THIS SECTION.
IF TO THE SERVICE PROVIDER:
4966 EL CAMINO REAL, SUITE 123
LOS ALTOS, CA 94022
PORTNOV SCHOOL
27. Severability
IF ANY TERM OR PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT OR INVALIDATE OR RENDER UNENFORCEABLE SUCH TERM OR PROVISION IN ANY OTHER JURISDICTION.
28. Survival
PROVISIONS OF THESE TERMS, WHICH BY THEIR NATURE SHOULD APPLY BEYOND THEIR TERMS, WILL REMAIN IN FORCE AFTER ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING PROVISIONS: CONFIDENTIALITY, GOVERNING LAW, SUBMISSION TO JURISDICTION, AND SURVIVAL.
28. Amendment and modification
THIS AGREEMENT MAY ONLY BE AMENDED OR MODIFIED IN A WRITING WHICH SPECIFICALLY STATES THAT IT AMENDS THIS AGREEMENT AND IS SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY.