Terms of Use & Sale

1. PRIVACY

Our Privacy Policy which can be found here is deemed to be part of these Terms and sets out how we will handle with Your personal data. Please review our Privacy Policy, which also governs Your use of Maximy Services, to understand Our practices.

2. ALTERATIONS TO SERVICES OR AMENDMENTS TO THE CONDITIONS OF USE

We reserve the right to make changes to any Maximy Services, policies, terms and conditions including these Terms at any time. If any of these Terms is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining Terms. We also reserve the right to discontinue or cease to provide the Maximy Services at any time subject to the terms of sale set out herin which form part of these Terms.

3. EDUCATIONAL CONTENT AND HEALTH RISKS

Maximy Services involve a great deal of self-reflection and self-analysis. By purchasing, enrolling and/or using any of the Maximy Services, You hereby acknowledge that You accept any mental or emotional distress the Maximy Services may cause. You agree that if You feel any mental or emotional distress, You will urgently speak to Your GP or relevant health professional.

You acknowledge that Maximy Services (which include Online Courses and Coaching) are provided with the understanding that neither Maximy nor its Independent Coaches are engaged in rendering medical, health & fitness, counselling or other professional services or advice, or to be used for medical and/or health diagnosis or treatment for any individual problem. You also acknowledge that Maximy Services are not intended as a substitute for professional advice and services from Your GP, physician, qualified healthcare provider or other professional advisor regarding any question or issue You encounter that requires such professional advice.

Maximy’s Online Courses are intended solely as a general educational aid. Any decisions or actions You take as a result of using Maximy Services are totally Your responsibility. Maximy strongly recommends that You speak to relevant experts/professionals when making life & career decisions.

4. AGE TO USE MAXIMY SERVICES

We do not sell products for purchase or use by anyone under the age of 18 years. By using the Maximy Services, You agree that You are over the age of 18, or, if not, You will only use the Maximy Services with the involvement, supervision, and approval of a parent or legal guardian.

If You are a parent or guardian agreeing to these Terms for the benefit of a child under 18, then You agree to and accept full responsibility for that child’s use of the Maximy Services, including all financial charges and legal liability that he or she may incur.

5. ACCESSING MAXIMY SERVICES

You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Maximy Services, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

6. ACCESSING MAXIMY SERVICES OUTSIDE OF THE UNITED KINGDOM

If You choose to access or use Maximy Services from locations outside of the United Kingdom, You do so at Your own initiative and are responsible for compliance with all local rules including, without limitation, rules about the Internet, data, email, privacy, taxes.

Although the Websites may be accessible worldwide, We make no representation that materials on the Websites and Maximy Services are appropriate or available for use in locations outside the United Kingdom, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Website and Maximy Services from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with Maximy Services is void where prohibited.

7. REGISTRATION

To use certain Services, You will need to register and obtain an account and password. Alternatively, Maximy may directly create an account for You. When You register, the information You provide to Us during the registration process will help Us in offering content, customer service, and other services. If an account is set up on Your behalf, access details will be sent to You and You will be responsible for creating a new password. You are solely responsible for maintaining the confidentiality of Your account, UserName, and password (collectively, Your "Account") and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify Us (a) immediately of any unauthorised use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of Maximy Services. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to You notifying Us of unauthorised access to Your Account.

You may not transfer or give access to Your Account to any other person and You may not use anyone else's Account at any time.

8. ELECTRONIC COMMUNICATION

By using Maximy Services, You agree that We can communicate electronically (such as by email, text, in-app notices, website communications or other Maximy Services) regarding administrative issues, security and privacy to Your use of the Maximy Services or these Terms. For contractual purposes, You consent to receive communications from Us electronically and You agree that all agreements, notices, disclosures and other communications that We provide You electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

9. COPYRIGHT, AUTHORS' RIGHTS AND DATABASE RIGHTS

All content included in or made available through any Maximy Service, such as text, graphics, logos, button icons, images, audio clips, online courses, digital downloads and data compilations is the property of Maximy or its content suppliers and is protected by United Kingdom, EU and international copyright, authors' rights and database right laws. The compilation of all content included in or made available through any Maximy Service is the exclusive property of Maximy and is protected by UK, EU and international copyright and database right laws.

You may not extract and/or re-utilise parts of the content of any Maximy Service without our express written consent. In particular, You may not utilise any data mining, robots, screenshots or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial parts of the content of any Maximy Service, without Our express written consent.

Maximy Services include many images We licence from Shutterstock. By using Maximy Services You agree not to unlock images, use or copy images for personal or commercial use.

10. TRADEMARKS

The Maximy name, the Maximy logo, and all related names, logos, product and service names, designs and slogans, are trademarks of Maximy or its affiliates or licensors. You may not use such marks without the prior written permission of Maximy. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Maximy Service are trademarks or trade dress of Maximy. Maximy’s trademarks and trade dress may not be used in connection with any product or service that is not Maximy’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Maximy. All other trademarks not owned by Maximy that appear in any Maximy Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Maximy.

11. LICENCE AND ACCESS

Subject to Your compliance with these Conditions of Use and applicable Service Terms and Your payment of any applicable fees, Maximy or its content providers grant You a limited, non-exclusive, non-transferable, non-sublicensable licence to access and make personal and non-commercial use of the Maximy Services. This licence does not include any resale or commercial use of any Maximy Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Maximy Service or its contents; any downloading or copying of account information for the benefit of another company; or any use of data mining, robots, or similar data gathering and extraction tools.

All rights not expressly granted to You in these Conditions of Use or any Service Terms are reserved and retained by Maximy or its licensors, suppliers, publishers, rights holders, or other content providers. No Maximy Service, nor any part of any Maximy Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Our express written consent. You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page laYout, or form) of Maximy without Our express written consent. You may not use any meta tags or any other ‘hidden text’ utilising Maximy's names or trademarks without Our express written consent.

You may not misuse the Maximy Services. You may use the Maximy Services only as permitted by law. The licences granted by Maximy terminate if You do not comply with these Terms.

12. INDEPENDENT COACHES

We act as a booking agent between Independent Coaches (qualified and experienced coaches who aren’t employees of Maximy) and Customers. Your contract for the provision of the services and the booking shall be made with Us.

We do not hire or employ Independent Coaches nor are We responsible or liable for any interactions involved between the Independent Coaches and You if You purchase an Independent Coaches’ service via Maximy Services. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Independent Coaches or You, including, but not limited to, Your reliance upon any information provided by a Coach.

When You request the services of a coach through Maximy Services, We give You options of available Independent Coaches. It is up to You to make an informed decision about which Independent Coach is best for You. We may give You recommendations, but the ultimate decision is Your responsibility. We act as an intermediary between You and the Independent Coach.

To join Maximy’s network, Independent Coaches go through a screening process which includes being assessed and screened through a rigorous process of virtual assessment centre which includes amongst other things, checking their credentials, an interview and a role-play.

Maximy makes no representations or warranties whatsoever with respect to any aspect, including accreditation, registration or licensing, of any Independent Coach, the Coaching Services or the Content requested and provided to You through the Services whether in public, private, or offline interactions.

You acknowledge that Maximy does not, in any way, supervise, direct, or control an Independent Coach's work or Coaching Services performed in any manner. We do not set an Independent Coach's work hours or location of work.

13. USE OF INDEPENDENT COACHES MET AND/OR WORKED WITH THROUGH MAXIMY SERVICES

During the period of time You have agreed to have coaching with an Independent Coach contracted through Maximy, You agree that any additional/extra services You require with the Independent Coach are booked through Maximy. You agree that You will not purchase any services from an Independent Coach introduced to You through Maximy for a period of 12 months following Your last coaching session/service with the aforementioned Independent Coach. You also agree not to purchase the services of an Independent Coach introduced to You through Maximy for a period of 12 months, starting from the initial introduction.

14. ONLINE COURSES AND ACCESS

With Maximy Online Courses You are paying for time limited, viewing access only to the online content, which is hosted on maximy.digitalchalk.com. It is not possible to download the Online Courses and associated modules nor is it possible to view them without an Internet connection. You aren’t buying the content and have no rights to it. You are paying for time-limited, viewing access only. Maximy grants You (as a User) a limited, non-exclusive, non-transferable, viewing only license to access the Online Courses, for which You have paid all required fees, solely for Your personal, non- commercial, educational purposes through the Maximy Services, in accordance with these Terms and any conditions or restrictions associated with particular Online Courses or Services. All other uses are expressly prohibited absent Our express written consent. With some of the Online Courses, You will be able to download material, such us, but not limited to, digital workbooks and logs (which includes the mySuccess & Wellbeing Control Centre and myKSC Master Log). You agree that these digital workbooks and logs are for Your personal use only, and You will not reproduce, redistribute, copy, sell them.

You may not reproduce, screenshot, redistribute, transmit, assign, copy, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Online Course unless We give You explicit permission to do so. Online Courses are licensed, and not sold, to You. Please make sure You don’t screenshot Online Courses. You can make Your own notes from the Online Courses for Your personal use and learning.

Maximy reserves the right to cancel, interrupt, or reschedule any course or to modify any course content or the point value or weight of any assignment, quiz, or other assessment.

While Maximy strives to keep the content of Online Courses accurate, complete, and up-to-date, Maximy cannot and does not guarantee, and is not responsible for, the accuracy, completeness, or timeliness of any content, whether provided by Maximy or its affiliates or by Users.

15. UPLOADING MATERIAL TO OUR WEBSITES AND OTHER MAXIMY SERVICES

Whenever You make use of a feature that allows You to upload material to Our Websites or other Maximy Services, or to make contact with other users of Maximy Services, You must comply with the User Content Standards set out in section 16 below. You warrant that any such contribution complies with those standards, and You agree that You shall indemnify us fully in respect of any breach of that warranty.

Any material You upload to Our Websites will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose Your identity to any third party who is claiming that any material posted or uploaded by You to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by You or any other user of Our Websites and Maximy Services.

We have the right to remove any material or posting You make on Our Websites and Maximy Services if, in Our opinion, such material does not comply with the User Content Standards set out in these Terms.

16. USER CONTENT STANDARDS

These content standards apply to any and all material which You contribute to our Websites and Maximy Services (contributions), and to any Interactive Services associated with them. Content which You contribute is referred to as User Content.

The standards apply to each part of any contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts)
• Be genuinely held (where they state opinions)
• Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trade mark of any other person.
• Be likely to deceive any person.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another´s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent Your identity or affiliation with any person.
• Give the impression that they emanate from us, if this is not the case.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

17. PROHIBITED USES

You may use Maximy Services only for lawful purposes. You may not use Maximy Services:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our User Content Standards outlined in section 16 above.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

Not to reproduce, duplicate, copy or re-sell any part of Maximy Services in contravention of the provisions of these Terms.

Not to access without authority, interfere with, damage or disrupt:

• any part of Maximy Services;
• any equipment or network on which Maximy Services are stored;
• any software used in the provision of Maximy Services; or
• any equipment or network or software owned or used by any third party.

18. INTERACTIVE SERVICES

We may from time to time provide Interactive Services as part of Maximy Services, including, without limitation:

• Discussion rooms
• Online interactive classrooms
• Forums or message boards.

Where we do provide any Interactive Service, we will provide clear information to You about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do Our best to assess any possible risks for users (and in particular, for children) from third parties when they use any Interactive Service provided on our Websites or other Maximy Services, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, We are under no obligation to oversee, monitor or moderate any Interactive Service We provide on Our Websites or other Maximy Service, and We expressly exclude Our liability for any loss or damage arising from the use of any Interactive Service by a user in contravention of Our Content Standards, whether the service is moderated or not.

The use of any of Our Interactive Services by someone under 18 years of age is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where We do moderate an Interactive Service, We will normally provide You with a means of contacting the moderator, should a concern or difficulty arise.

19. FEEDBACK

We welcome Your suggestions, ideas, comments, and other feedback regarding the Maximy Services ("Feedback"). By submitting any Feedback, You grant Us the right to use the Feedback without any restriction or any compensation to You. By accepting Your Feedback, Maximy does not waive any rights to use similar or related Feedback previously known to Maximy, developed by its employees, or Independent Coaches, or contractors, or obtained from other sources.

20. PERSONAL CONDUCT

You are solely responsible for Your behaviour when using Maximy Services and Maximy’s Third Party Suppliers (including Independent Coaches).

Maximy has the right to cancel a service without providing a refund if:

• You threaten, abuse or insult Maximy’s staff or the Staff of Maximy’s Third Party Suppliers;

21. LINKS TO THIRD PARTY WEBSITES

To provide increased value to You and our Users, we may provide links to other websites or resources for You to access at Your sole discretion. You acknowledge and agree that, as You have chosen to enter the linked website We are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable, directly or indirectly, for (i) the privacy practices of such websites, (ii) the content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources or (iii) the use to which others make of these websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such advertising, content, products, goods or other materials or services available on such external websites or resources.

22. LINKING TO OUR WEBSITES

You may link to Our homepage and publicly available web pages, 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 where none exists.

You must not establish a link from any website that is not owned by You.

Our Websites must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website from which You are linking must comply in all respects with the User Content Standards set out in section 16 above.

23. CHANGE OF PLATFORMS AND SERVICE PROVIDERS

We reserve the right to change Our platforms, owned and third party, and service providers at any time. We will let You know about such changes through notices on Our existing platforms and through the email address We have that was used to register You to Maximy Services. We cannot guarantee that it will be possible to transfer Your data and usage history to new platforms and service providers.

If we discontinue a Maximy Service, where reasonably possible, we will give You reasonable advance notice and a chance to remove information from that Maximy Service.

24. FUTURE BUSINESS TRANSACTIONS

As We continue to develop Our business, we might undergo a change of ownership such as a merger and/or a sale of all or substantially all Our stock or assets. In such transactions, user information generally is one of the transferred business assets, and by submitting any data or contributions (collectively, “Data”) to Us, You agree that such Data may be transferred to such parties in these circumstances. However, any party purchasing Our assets will be subject to an obligation to maintain the integrity of Your personally identifiable information.

25. VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse Our Websites or other Maximy Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Websites or other Maximy Services, the server on which Maximy Services are stored or any server, computer or database connected to Maximy Services. You must not attack Maximy Services via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use Maximy Services will cease immediately.

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 Maximy Services or to Your downloading of any material posted on or linked to Maximy Services.

26. SECURITY

We care about the security of Our users. While we work to protect the security of Your Account and related information, Maximy cannot guarantee that unauthorized third parties will not be able to defeat Our security measures. Please notify Us immediately of any compromise or unauthorized use of Your account by emailing [email protected].

27. SYSTEM OUTAGES

Maximy periodically schedules system downtime for the Maximy Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Maximy has no responsibility and is not liable for: (a) the unavailability of the Maximy Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.

28. INACCURACIES

A possibility exists that the Services provided on Maximy owned and any Third Party Platform could include inaccuracies or errors, or information or materials that violate these Terms. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Services available on any Third Party Platform. Although Maximy attempts to ensure the integrity of the Services on Our own and Third Party Platforms, we make no guarantees as to the Services' completeness or correctness. In the event that a situation arises in which the Services' completeness or correctness is in question, please submit a request to [email protected] (with the subject line "Inaccuracies in Services on Third Party Platform Name") with, if possible, a description of the Services to be checked and the location (URL) where such Services can be found on Maximy Services or Third Party Platform at issue, as well as information sufficient to enable Us to contact You. We will try to address Your concerns as soon as reasonably practicable.

29. COMPLAINTS

We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one. If You wish to complain about any aspect of Your dealings with Us, please contact Us via email at the following address – [email protected].

30. TERMINATION

Maximy reserves the right to terminate, suspend, modify, or delete, at Our sole discretion, any (a) Maximy Service and any content submitted or displayed by Maximy, You, other users, third parties on Maximy Services; and (b) Your access to Maximy Services or Your Account, as follows:

If You breach or violate any of these Terms or any of Our applicable policies and guidelines, as posted on Maximy Services from time to time, Maximy may take action and terminate Your use of the Maximy Services immediately by email notice to You. If We take action pursuant to this section, We shall not have any liability to You for any Maximy Service You may have purchased nor for any other use of Maximy Services associated with Your Account. For avoidance of any doubt, You understand and agree that You will not be compensated nor be eligible for any refund under such circumstances for any such access lost to Maximy Services.

You may terminate Your use of Maximy Services at any time, either by ceasing to access them, or by deleting Your Account. We have no obligation to retain any of Your Account or Your Content (contributions) for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Services and Content.

31. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF RIGHT INFRINGEMENTS

Maximy respects the intellectual property of others. It is Our policy that any content included on Our Websites or within Maximy Services (including Online Courses) that infringes the intellectual property rights of any third party will be removed from the Website or Maximy Service as soon as possible after we are made aware of such infringement.

If You are the owner of intellectual property rights, or are authorised to act on behalf of an owner, or authorised to act under any exclusive right, You should report any alleged infringements of Your intellectual property rights taking place on or through the Website or Maximy Service by emailing a Copyright Infringement Notice to [email protected], containing at a minimum the details outlined below:

• a statement telling us You believe that You have found content in Maximy Services which You believe infringes Your intellectual property rights;
• which country Your intellectual property rights apply to;
• the title of the content concerned and the full URL for access to that content;
• a statement explaining how the content infringes Your intellectual property rights;
• Your mailing address, telephone number and email address so that we can contact You;
• a statement that the information contained in the notice is accurate and that You are the owner of the intellectual property rights or have an exclusive right in law to bring infringement proceedings in respect of its use; and
• Your signature (an electronic signature is sufficient).

We will take whatever action, in our sole discretion, we deem appropriate, including the removal of the challenged content.

We will, acting in our sole discretion, terminate a User’s Account and access to the Website and Maximy Services if a User has been notified of infringing activity twice or more (regardless of whether the User has taken appropriate action as we may direct.

32. DISCLAIMER OF WARRANTIES

THE MAXIMY SERVICES, INCLUDING CONTENT AND OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF MAXIMY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MAXIMY AND ITS AFFILIATES, LICENSORS, INDEPENDENT COACHES, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. MAXIMY AND ITS AFFILIATES, LICENSORS, INDEPENDENT COACHES, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DO NOT MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. MAXIMY MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. MAXIMY DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE MAXIMY SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SERVICES. MAXIMY AND ITS AFFILIATES, LICENSORS, INDEPENDENT COACHES, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DO NOT MAKE ANY WARRANTY THAT THE MAXIMY SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF MAXIMY OR ITS AFFILIATES, LICENSORS, INDEPENDENT COACHES, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE MAXIMY SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.

33. LIMITATION OF LIABILITY

NEITHER MAXIMY NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, LICENSORS, INDEPENDENT COACHES, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES AND/OR MATERIALS, INCLUDING ANY MATERIALS AVAILABLE THROUGH ANY THIRD PARTY PLATFORM, SUBMISSIONS, ANY LINKED WEBSITES OR ANY CODE, PRODUCT OR SERVICE PURCHASED, ACCESSIBLE OR USABLE THROUGH THE SERVICES OR ANY THIRD PARTY PLATFORM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE MAXIMY SERVICES, MATERIALS, INCLUDING ANY PRODUCTS OR SERVICES AVAILABLE THROUGH ANY THIRD PARTY PLATFORM, SUBMISSIONS OR ANY LINKED WEBSITES IS TO STOP USING THE SERVICES, MATERIALS, SUBMISSIONS, PRODUCTS, OR LINKED WEBSITES, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO MAXIMY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO MAXIMY IN THE PRECEDING TWELVE (12) MONTHS, IF ANY, TO ACCESS OR USE THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND MAXIMY OR A REPRESENTATIVE OF MAXIMY CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER OR CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THE TERMS. MULTIPLE CLAIMS WILL NOT INCREASE THE MONETARY DAMAGES LIMIT STATED HEREIN. YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS OF USE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

34. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Maximy, its directors, officers, employees, Independent Coaches, agents, and affiliates, from and against any and all liability, damages, losses, claims, expenses of any kind (including, without limitation, reasonable attorneys' fees) directly or indirectly related to (1) Your breach of these Terms; (2) the User Content that You provide, create, submit, post, or transmit through the Maximy Services; (3) Your use of the Maximy Services other than in accordance with these Terms; or (4) Your violation of any law or rights of any third party.

35. FORCE MAJEURE

Maximy shall neither be liable to You nor be deemed to be in breach of the Terms for any reason of delay in performing, or any failure to perform, any of Maximy’s obligations in relation to the Services, where the delay or failure was due to any cause beyond Maximy’s reasonable control and without prejudice to the generality or foregoing the following shall be regarded (without limitation) as cause beyond Maximy’s reasonable control:

1. Acts of God, explosion, flood, tempest, fire or accident;
2. War or threat of war, acts of terrorism, threats of terrorism, sabotage, insurrection, civil disturbance or requisition.
3. Acts, registration, regulations, bye laws or measures of any kind on the part of any governmental, parliamentary, or local authority.

36. MISCELLANEOUS

Entire Agreement. These Terms and any policies applicable to You posted on Maximy Services constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Maximy to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Notice. Any notice or other communication to be given hereunder will be in writing and given by electronic mail.

No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Maximy nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorised in writing by the party to be bound.

Governing Laws. These Terms, Your use and access to Maximy Services, and all other policies issued by Us whether referred to by Us herein or not, and the relationship between You and Us is governed by the laws of England and Wales.

Any or all disputes arising between You and Us (whether contractual or non-contractual) in connection with Your access and use of Maximy Services, including as to the validity of these Terms or any policies issued by Us, will be subject to the exclusive jurisdiction of the courts of England and Wales. For any dispute between You and Us, You agree that You will first attempt to resolve it with Us informally. In the unlikely event that we are unable to resolve the dispute in this manner within 28 days of the dispute being notified in writing we both agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any such dispute.

Notwithstanding the above paragraph, You agree that We are permitted to apply for injunctive remedies (or any other types of interim relief) in any jurisdiction at any time.

1. CONDITIONS FOR ORDERING

1. Unless otherwise stated, by making the order request and completing the Needs Assessment Form and agreeing to the Service Agreement, You shall be deemed to have accepted these Conditions on behalf of the persons named in the order request, the Needs Assessment Form and Service Agreement.
2. By making an order request with Maximy, You state that You are at least 18 years of age and have legal authority to make the order (which includes the completion of the Needs Assessment Form and agreeing to the Service Agreement). You agree that You are responsible for all charges incurred in making the order, and that You will pay them in full and on time as stated in the Conditions. You also state that any and all information You provide in the course of making the order request is true and accurate.

2. AGREEMENT OF SERVICE(S)

The Service(s) to be provided shall be agreed in the following manner:

1. You contact Maximy via the Contact Us Forms on Maximy Websites or email Maximy via [email protected] or [email protected] or contact an Authorised Representative from Maximy directly via email or telephone. This is the start of the order process.
2. An Authorised Representative from Maximy will contact You via email or phone or Skype to arrange a time to discuss Your requirements.
3. An Authorised Representative from Maximy shall provide You with, via email, a Needs Assessment Form. You will use this form to set out the requirements and specifications of the services You are requesting from Maximy, including a description of what services You would like, an indication of budget and dates by which the service is to be started and finished. You will complete the form and send it back to Maximy via email.
4. Maximy will then contact You by via phone or email or Skype to request further information on Your requirements. Maximy will then put together a draft Service Agreement, at no cost, and email it to You. You may vary the draft Service Agreement but in so doing must notify Maximy of proposed changes and await acceptability confirmation by Maximy.
5. You and Maximy shall discuss, via Skype, phone or email, and agree the draft Service Agreement. Once the Service Proposal has been confirmed by email by Maximy and You, You shall be deemed to have entered into a legally binding Agreement with Maximy and any included Third Party Supplier(s). You shall be subject to Maximy’s Terms of Use & Sale (Terms) and to the Third Party Supplier’s terms and conditions. It is Your responsibility to ensure that they are familiar with these terms and conditions.
6. Once the Service Agreement has been agreed in accordance with paragraph e above, no variations shall be made to it except in accordance with section 3 below.
7. No Service Agreement submitted by You shall be deemed to be accepted until You have received the express confirmation from an Authorised Representative of Maximy.
8. You shall be responsible for ensuring the accuracy of any Service Agreement submitted to Maximy, as well as providing all personal information, and any other relevant information (as and when necessary), relating to the Agreement and required for the service(s) to be provided (including information required by third party suppliers), and to do so within a sufficient timeframe to enable Maximy to provide the service(s) as requested by You. Failure to do so will result in a breach of the terms of the Agreement by You.
9. Any typing, clerical or other error or omission in any sales literature, price list, invoice or other documentation or any information issued by Maximy (in whatever form and on any media) shall be subject to correction without any liability on the part of Maximy.
10. We will take all reasonable care, in so far as it is in our power to do so, to keep the details of Your order and payment secure, but in the absence of negligence on Our part we cannot be held liable for any loss You may suffer if a third party procures unauthorised access to any data You provide when ordering and paying.

3. CHANGES TO THE SERVICE PROPOSAL

1. Once agreed pursuant to paragraph e in section 2 above, any changes to the Service Agreement can only be carried out if agreed in writing via email by an Authorised Representative of Maximy.
2. If additional costs, for example third party booking fees, are incurred as a result of the changes requested by You these will be charged to You together with a small administration fee. Such costs will be payable in accordance with section 5 below.
3. Should changes be imposed by a Third Party Supplier, We, whilst not liable for any losses incurred by You, will assist You where possible, to recoup any losses.
4. If Maximy has to make any changes to the Service Agreement, before payment is made, Maximy is not required to make any payment to You for any inconvenience caused.

4. AVAILABILITY

1. The Services agreed in the Service Agreement are subject to availability. If the Services are not available, Maximy will do its best to source alternative services. If no alternatives can be found, Maximy will refund You for the particular service(s) that cannot be provided, but not for such other parts of the overall Service that are still able to be provided. Maximy shall not be liable to You for any failure to provide Services in these circumstances.

5. THIRD PARTY SUPPLIERS

1. Maximy uses many Third Party Suppliers, including, but not limited to, Independent Coaches, to supply services to You. When Maximy procures services from Third Party Suppliers on Your behalf, You agree to also abide by the Third Party Supplier’s terms & conditions.

6. PAYMENT

1. Maximy uses various payment methods. The exact payment method will be stated in the agreed Service Agreement.
2. When the Service Agreement is agreed by Maximy and You, You may be required to provide Your payment card details. If You request and authorise Maximy to use Your payment card in order to pay Maximy (including Maximy paying Third Parties on Your behalf) for services, You acknowledge and agree that Maximy shall have no liability in respect of or be responsible in any way whatsoever for the use of Your payment card, provided that Maximy acts in accordance with the instructions issued by You in relation thereto.
3. You undertake that all details You provide to Maximy for the purpose of ordering services are correct, that the payment card You are using is Your own (or You have authority to use it) and that there are sufficient funds to cover the cost of the service.
4. Full payment for all bookings is to be received in full by credit or debit card and Maximy must be satisfied that the payments in question have cleared by the due date, being a minimum of at least 5 working days prior to the provision of the Services or at such time outside this provision as may be agreed by an Authorised Representative of Maximy.
5. If You fail to make any payment on the due date then (without prejudice to any other rights or remedies Maximy may have) Maximy shall be entitled to terminate the Agreement or suspend the provision of any Services to You until full payment is received.
6. For the provision of any extra Services agreed with You, payment for such extra Services will be due at the latest by the next working day following the date on which the provision of such extra Services is agreed. By agreeing to the changes to the Service Agreement, You are authorising payment on the credit/debit card that was used to make the original booking.
7. Price quotations and service details are subject to change without notice, until the Service Agreement has been confirmed.
8. Unless otherwise specified, prices do not include any VAT, local taxes or use-fees.

7. CANCELLATIONS

1. Cancelling an agreed Service Agreement with Maximy will result in cancellation fees being applied by Maximy, as outlined below.
   • When You pay for the agreed coaching sessions, You have up to 14 days, from the date of payment, to cancel Your coaching sessions. If You cancel Your agreed coaching sessions within these 14 days, You are entitled to a full refund. However, if You have already started Your coaching sessions during this time, You will not get a refund for the sessions You have had. Also, any coaching sessions that have been scheduled within 10 days of the date of cancellation will not be refunded.
   • If You postpone up to 5 working days in advance of the scheduled commencement time and date of the coaching session, then the session is lost or rebooked as an additional session to be invoiced by the hour.
   • If You postpone between 5 to 10 working days in advance of the scheduled commencement time and date of the coaching session, then the session is rebooked as a half a session at no extra cost.
   • If You cancel Online Courses within 14 days of paying for access to the Online Courses, and You haven’t started them, You are entitled to a full refund. If We have commenced delivery of the Online Courses (i.e. You have accessed the Online Learning Platform and started the Online Courses You would like to cancel), You will not be entitled to a full refund.
2. Third party suppliers may also charge cancellation fees as described in their terms and conditions and You are wholly responsible for paying these
3. Maximy may cancel any Service at its sole and absolute discretion. If Maximy has to cancel any service, Maximy will endeavour to give You reasonable notice thereof and will give You a full refund. Maximy will not be liable for any losses (direct or indirect) suffered by You as a result of the cancellation of any Services.

8. REFUNDS

Where We agree and are required to give You a refund, We will use the same means of payment as You used for the initial transaction, unless You have expressly agreed otherwise. In any event, You will not incur any fees as a result of such reimbursement.

9. RECOMMENDATIONS / ADVICE

Maximy may offer You information, advice or recommendations for the procurement of services from Third Party Suppliers. Any such information, advice or recommendations are provided on a non-reliance basis and Maximy accepts no responsibility or liability whatsoever with respect to such advice or recommendations. You must undertake Your own independent review and use Your own judgement.

10. TAXES

European Union. In the event that the sale of Maximy Services to any User in the European Union is subject to any value added tax ("VAT"), under applicable law, Maximy will collect and remit the VAT to the competent tax authorities for sales of such Maximy Services to Users in the European Union. Maximy may at its own discretion increase the Sale Price where Maximy is of the view that VAT may be due and Maximy will have a liability to account for such. You will indemnify and hold Maximy harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All Other Countries. For sales of any Maximy Service in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in Your own location). Maximy is unable to provide You with tax advice and You should consult Your own tax advisor.

11. APPLICABLE LAW

These conditions are governed by the laws of England and Wales.

Any or all disputes arising between You and Us (whether contractual or non-contractual) in connection with Your purchase, access and use of Maximy Services, including as to the validity of these Terms or policy issued by Us, will be subject to the exclusive jurisdiction of the courts of England and Wales. For any dispute between You and Us, You agree that You will first attempt to resolve it with us informally. In the unlikely event that we are unable to resolve the dispute in this manner within 28 days of the dispute being notified in writing we both agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any such dispute.

Notwithstanding the above paragraph, You agree that We are permitted to apply for injunctive remedies (or any other types of interim relief) in any jurisdiction at any time.

12. AMENDMENTS TO THE CONDITIONS OF SALE

We reserve the right to make changes to our website, policies, and terms and conditions, including these Conditions of Sale at any time. You will be subject to the terms and conditions, policies and Conditions of Sale in force at the time that You order products from us, unless any change to those terms and conditions, policies or these Conditions of Sale is required to be made by law or government authority (in which case it may apply to orders previously placed by You). If any of these Conditions of Sale is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

13. WAIVER

If You breach these Conditions of Sale and we take no action, we will still be entitled to use our rights and remedies in any other situation where You breach these Conditions of Sale.

BY ACCESSING DIGITALCHALK, YOU REPRESENT TO INFINITY LEARNING SOLUTIONS, INC. THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") GOVERNING YOUR USE OF THE DIGITALCHALK ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS DIGITALCHALK.

THIS AGREEMENT IS BETWEEN YOU AND INFINITY LEARNING SOLUTIONS, INC., AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF IS IN CONSIDERATION OF INFINITY LEARNING SOLUTIONS, INC. GRANTING YOU ACCESS TO THE DIGITALCHALK SERVICE AND SYSTEM, WHICH ACCESS IS SUBJECT TO AND GOVERNED BY THIS AGREEMENT. YOU HEREBY AGREE WITH INFINITY LEARNING SOLUTIONS, INC. AS FOLLOWS:

DigitalChalk is an online learning delivery software system developed and owned by Infinity Learning Solutions, Inc., a Delaware corporation (hereafter "ILS") having its principal place of business at Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803.

All capitalized words and phrases as used in this Agreement shall have the meanings ascribed to such words and phrases as set forth within the "Definitions" sections at the end of this Agreement. You are directed to reference this section when reviewing the terms of this Agreement.

As part of the Service, DigitalChalk will provide You with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be Your agreement to abide by this Agreement including any materials available on the DigitalChalk website incorporated by reference herein, including but not limited to DigitalChalk's privacy and security policies.

The Service You receive will include one or more of several elements:

• Online lessons (both static and multimedia presentations)
• Online access to documents and files
• Online assessments (Test, Quiz etc.)
• Online assignments (essay or report)
• Certificate, grade or transcript views

Course Delivery

The delivery of the elements listed above are in accordance with the design choices course authors or instructors choose. The System controls access to elements, the ability to view or revisit elements and records completion of the elements in accordance with the instructors design. Questions related to the content in the elements, availability of the elements or completion of the elements must be directed to the course provider or instructor who created the elements. Unless otherwise specifically communicated through the system to You, no elements will available for more than 365 days from the date of registration into the course containing those elements.

Privacy & Security Disclosure

ILS's privacy and security policies may be viewed at http://www.digitalchalk.com. ILS reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users and student subscribers, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from ILS or DigitalChalk from time to time. They may opt out of receiving such communications at that time or at any subsequent time by responding to an opt-out link provided in all communications. Note that because the Service is a hosted, online application, ILS occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If You become a paying customer of the Service, You agree that ILS can disclose to third parties the fact that You are a paying customer and the edition of the Service that You are using.

Right To Use Grant & Restrictions

ILS hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own purposes, subject to the terms and conditions of this Agreement. ILS and its licensors reserve all rights not expressly granted to You herein.

You may not access the Service if You are a direct competitor of ILS, except with ILS's prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

As a Student or User of the Service, You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual. User licenses are non-transferable.

You may use the Service only for Your personal learning purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, store or otherwise transmit in any manner any infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send, store or otherwise transmit in any manner any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities

You are responsible for all activity occurring under Your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including without limitation those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ILS immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ILS immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known to or suspected by You; and (iii) not impersonate another DigitalChalk user or provide false identity information to gain access to or use the Service.

Account Information and Data

ILS does not own any data, information or material that You submit to or transmit with or by the Service in the course of using the Service whether as a Course Provider submitting Course Material (documents, files, images, logos or any course data entered by You) or a student submitting responses (Subscriber Data). You as the Course Provider, not ILS shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data and ILS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data.

Intellectual Property Ownership

ILS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the DigitalChalk Technology, the Content (excluding the Subscriber Data and Course Material as mentioned in the paragraph above) and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the DigitalChalk Technology or the Intellectual Property Rights owned by ILS. The DigitalChalk name, the DigitalChalk logo, and the product names associated with the Service are trademarks and service marks of ILS or third parties, and no right or license is granted to You to use them under this Agreement.

Third Party Course Providers and Vendors

During Your use of the Service, You may enter into correspondence with, purchase services from or in other ways interact with third party organizations, companies or individuals who are either Course Providers, authorized partners to Course Providers or other Subscribers. ILS does not provide any warranty, guarantee nor does ILS attest to the accuracy, legality, appropriateness, authenticity or timely nature of any information, data or content (in any form delivered by the Service) provided by any third party You may interact with on the Service. If in the course of interaction with the Service and third party entities on the Service You suspect a third party is providing willfully inaccurate, unlawful or criminally obscene material You agree to promptly notify ILS of the suspect content. ILS reserves the right to suspend or remove any content it deems to be willfully inaccurate, unlawful or criminally obscene. ILS is not and shall not be responsible to You for refund of fees paid for access to content that has subsequently been suspended or removed from the Service and You hereby release ILS from any claim for reimbursement or liability for any such fees.

The fees collected by ILS are for access to the Service and access to the Course Material (a description of which was included on the Sales Invoice prior to Your purchase) which has been provided by a third party Course Provider. The Course Provider is solely responsible for the description of the Course Material, price and Course Material content. Any questions regarding the Course Material, price or descriptions must be directed to the third party Course Provider. Any disputes between You and any Course Provider do not reduce Your obligation to pay ILS for access to the Service nor does it in any way entitle You to a refund of fees paid to ILS. ILS is not responsible for mediation or communication between parties in the event of any dispute.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ILS represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DigitalChalk help documentation under normal use and circumstances. You represent and warrant that You have not falsely identified Yourself, that You have not provided any false information to gain access to the Service and that Your billing information is correct.

Mutual Indemnification

You shall indemnify and hold ILS, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) any breach by You or Your Users of any term of this Agreement, provided in any such case that ILS (a) gives written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release ILS of all liability and such settlement does not affect ILS's business or the Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim.

ILS shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ILS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ILS; provided that You (a) promptly give written notice of the claim to ILS; (b) give ILS sole control of the defense and settlement of the claim (provided that ILS may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to ILS all available information and assistance; and (d) have not compromised or settled such claim. ILS shall have no indemnification obligation, and You shall indemnify ILS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, service, hardware or business process(s).

Disclaimer of Warranties

ILS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ILS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ILS AND ITS LICENSORS.

Internet Delays

ILS'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ILS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL ILS'S AGGREGATE LIABILITY FOR ANY BREACH, DISPUTE OR CLAIM OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH BREACH, DISPUTE OR CLAIM. IN NO EVENT SHALL ILS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to You. However if such exclusion or limitation of implied warranties or limitations is disallowed in a jurisdiction it does not grant or imply a warranty or liability in any other jurisdiction.

Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

ILS and its licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

Notice

ILS may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in ILS's account information, or by written communication sent by first class mail or pre-paid post to Your address on record in ILS's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ILS (such notice shall be deemed given when received by ILS) at any time by any of the following: letter sent by confirmed facsimile to ILS at the following fax number: 866-531-4940. Letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ILS at the following address: Infinity Learning Solutions, Inc., Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803

Modification to Terms

ILS reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.

Assignment; Change in Control

This Agreement may not be assigned by You without the prior written approval of ILS but may be assigned without Your consent by ILS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

General

With respect to U.S. Customers, this Agreement shall be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in North Carolina. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and ILS as a result of this agreement or use of the Service. The failure of ILS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ILS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between You and ILS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.