TERMS OF SERVICE
These Subscriber TERMS OF SERVICE (“Terms of Service”) constitute a binding contract between you (“Subscriber” or “Customer” or “you”) and BP Learning Solutions, LLC (“Company”), regarding the terms under which the Company will provide Subscriber with access to the Services.
BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, SUBSCRIBER SIGNIFIES ITS AGREEMENT TO ABIDE BY
THESE TERMS OF SERVICE (“Acceptance”). Subscriber agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by Subscriber. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.
- “Effective Date” – refers to the date that the Company confirms Subscriber’s right to use the Subscription Website.
- “FreeTrial” – refers to a temporary right to use the Subscription Website at no charge during the permissible Free
Trial period and in accordance with any applicable terms, including, but not limited to, Acceptance of these Terms of Service. A Free Trial may or may not require the insertion of credit/debit card information.
- “Public Website” – means that portion of the Website that is available for use by any person without the need to be a Subscriber.
- “Services” – means the Public Website, the Subscription Website, and their entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, the Standard Content, and any documentation pertaining to the foregoing).
- “Standard Content” – refers to content within the Subscription Website that does not include the Exercise Files.
- “Subscriber” – also referred to as “Member”, refers to an individual/entity/organization/institution that has the right to access the Subscription Website via a Subscription Fee (“Paid Subscription”), Gift Subscription, No Fee Trial, or other basis. A Subscriber must be at least 18 years of age or, as applicable, the age of majority in the country, state or other jurisdiction in which the Subscriber resides (and if a minor, have the permission of a parent or legal guardian to access the Subscription Website), and possess the legal right and ability to enter into binding contracts. Furthermore, a Subscriber may be an ‘Individual’ or ‘Multi-User’ Subscriber as follows:
_• ‘Individual Subscriber,’ refers to a Subscription by one individual only (“Individual Subscription”); or
- “Subscription” – refers to a right to use the applicable portion of the Subscription Website as a Subscriber under a Paid Subscription, Free Trial, or other form of right and/or fee to access the Subscription Website.
- “Subscription Website” – means the applicable portion of the Website (i.e., Standard Content or any portion thereof), that is available only to a Subscriber.
- “Virus” means any item or device (including any software, code, file or program) which is designed to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- “Website” – means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in Company’s website located at www.Knowledge2College.com (or such other web address notified by the Company to Subscribers at any time), and includes the entirety of both the Subscription Website and the Public Website.
2) SUBSCRIBER WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS
- Subject to these Terms of Service, Subscriber will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to access that portion of the Subscription Website applicable to the Subscription type. By agreeing to grant such access, the Company does not obligate itself to maintain the Website, or to maintain it in its present form. The Company may upgrade, modify, change or enhance the Services and convert a Subscriber to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to Subscriber’s use of the Services and on reasonable prior notice to Subscriber (unless the change is of critical business importance or outside the Company’s control, in which case the Company will explain the reason for the changes as soon as is reasonably practicable).
- Subscriber agrees to abide by any rules or regulations that the Company publishes with respect to conduct of Subscribers and other users of the Website, which rules and regulations are hereby incorporated into these Terms of Service by this reference. The Company reserves the right to deny a Subscriber and/or an Authorized End User access to the Subscription Website if, in the Company’s sole discretion, Subscriber and/or Authorized End User has failed to abide by these Terms of Service or appear likely to do so.
- Subscriber accepts that the Company in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service.
- Subscriber promises, acknowledges, and agrees on behalf of itself and its Subscribers that:
- Access privileges may not be transferred to any third-parties; Users will not disseminate username, password or any additional subscription-based site accessing information to other individuals;
- It will not access, store, distribute or transmit any Viruses;
iii. It will comply with all applicable laws and regulations with respect to use of the Services;
- It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
- It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder; it will not manipulate or otherwise display the site by using framing or other similar navigational technology
- It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
vii. It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Services or materials received from BP Learning Solutions, LLC in any form;
viii. It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
- It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.
- It will not impersonate any person or entity, including but not limited to a BP Learning Solutions, LLC official and/or falsely state or otherwise misrepresent your affiliation with a person or entity;
- It will not violate any applicable local, state, national or international law.
3) AVAILABILITY OF WEBSITE
Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. Subscriber further acknowledges and accepts that the Website will not be available on a continual twenty-four-hour basis due to such delays, or delays caused by the Company’s upgrading, modification, or standard maintenance of the Website.
4) INTELLECTUAL PROPERTY RIGHTS
- The Services are owned by the Company, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- No right, title or interest in or to the Services or any portion thereof, is transferred to any Subscriber, and all rights not expressly granted herein, are reserved by the Company.
- The company name, the company logo, and all related names, logos, product and service names, designs and slogans, are trademarks of the Company. Subscriber may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
5) COMPANY OBLIGATIONS
The Company will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by the Company, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company. If the Services are in non-conformance with the foregoing undertaking, the Company will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly.
6) FEES AND PAYMENT
- Subscription Fee. Subscriber agrees to pay the appropriate fee corresponding to the particular Services that it wishes to access for the applicable Subscription Term (“Subscription Fee”). The Company reserves the right to change the Subscription Fee at their sole discretion. Unless otherwise expressly stated, all fees are non-cancellable and non-
- Free Trial. If Subscriber cancels a Free Trial before it expires, Subscriber’s credit/debit card will not be charged. If Subscriber does not cancel before expiration of the Free Trial, Subscriber will automatically be enrolled in the monthly, recurring subscription and Subscriber’s credit/debit card will be billed accordingly.
- Payment Details. Recurring charges are billed in advance of service. Subscriber agrees to provide the Company with valid, up-to-date and complete debit/credit card, contact and billing details. Subscriber further authorizes the Company to bill such debit/credit card on the Effective Date (and monthly thereafter, if purchasing the monthly, recurring subscription) for the Subscription Fee due. If, for any reason, Subscriber’s credit/debit card company refuses to pay the amount billed for the Services, Subscriber agrees that Company may, at its option, suspend or terminate Subscriber’s subscription to the Services and require Subscriber to pay the overdue amount by other means acceptable to the Company in order to regain access to the services. Company may charge a fee for reinstatement of suspended or terminated accounts. Subscriber agrees that until its subscription to the Services is properly terminated, it will continue to accrue charges for which it remains responsible, even if it does not use the Services. Unless otherwise expressly stated, all fees are stated in United States dollars.
- Taxes. Subscriber is responsible for all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against the Company.
7) TERM AND TERMINATION
- General Subscription. Subscriber may subscribe to the Services outright by purchasing a set service for a set fee or subscriber may purchase monthly, recurring access commencing on the Effective Date. Thereafter, if the monthly, recurring subscription was purchased, the Subscription will renew automatically each month until Subscriber notifies Company with thirty (30) day written notice to cancel the monthly, recurring subscription.
- Free Trial Subscription. Subscriber may cancel a Free Trial at any time before it expires by following the relevant instructions. Subscriber’s continuance of the Subscription beyond the expiration of the Free Trial period will result in the subscriber incurring the monthly, recurring subscription fee and will be subject to cancellation of the monthly, recurring subscription as noted in “General Subscription.”
iii. Termination. The Company reserves the right to terminate or suspend access to all or any portion of the Services for violation or suspected violation of these Terms of Service.
- Effect of Termination. Subscriber will have no further rights to access the Subscription Website. Termination will not affect the rights or liabilities of either party that accrued prior to termination.
Subscriber agrees to maintain the confidentiality of the Company’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all information found within the Public and Subscription Websites.
9) THIRD PARTY LINKS OR INFORMATION
This Website may contain links to other websites that are not operated by or related to Company. Company is not responsible for the content, accuracy or opinions expressed in such third-party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on this Website does not imply approval or endorsement of the linked website by Company. A Subscriber that leaves this Website to access these third-party sites does so at its own risk.
10) DISCLAIMERS OF STATEMENTS/WARRANTIES
SUBSCRIBER’S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY, ITS AFFILIATES NOR ANYONE ASSOCIATED WITH THEM PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET SUBSCRIBER’S NEEDS OR EXPECTATIONS. COMPANY AND ITS AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
11) LIMITATION OF LIABILITY
COMPANY DOES NOT IN ANY WAY EXCLUDE OR LIMIT ITS LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER MATTER FOR WHICH IT WOULD BE ILLEGAL FOR COMPANY TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Subscriber agrees to compensate and defend fully Company, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third- party claim, action or demand arising out of any breach by Subscriber of any representation, warranty, covenant, obligation or duty of Subscriber under this Agreement.
All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.
Except, for any provisions determining the primary contractual obligations of Subscriber and Company hereunder, Company has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and Subscriber’s continued use of any of the Services following the posting of revised Terms of Service means that Subscriber accepts and agrees to the changes, to the extent permitted by applicable laws.
Subscriber may not transfer these Terms of Service, in whole or in part. Company may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
Subscriber acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms of Service may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Company may seek an injunction to prevent Subscriber from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Company may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Company may be entitled at law or in equity.
17) GOVERNING LAW AND VENUE
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Florida. Any and all disputes shall be resolved in the Circuit Court of Pinellas County, Florida. Subscriber agrees and accepts that any legal action or proceeding shall be brought in the federal or state courts for the State of Florida, County of Pinellas, and Subscriber expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of these Terms of Service (including, but not limited to, any claims of breach of contract, tort, infringement), Subscriber agrees that all such disputes/claims will be resolved by means of a court trial conducted by the Circuit Court of Pinellas County, Florida, and Subscriber expressly waives any right it may otherwise have to a jury trial.
Legal notices may be sent to BPLearningSolutions@gmail.com (if by email), or to BP Learning Solutions, LLC, Attn: Legal, 699 1⁄2 Lakeview Road, Clearwater, FL 33756. Notices to Subscriber may be sent either to the email address supplied in Subscriber’s account or to the address supplied by Subscriber as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Subscriber to the extent permitted by applicable law.
19) FORCE MAJEURE
Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
23) NO THIRD-PARTY BENEFICIARIES
No person or entity not a party to these Terms of Service will be deemed to be a third-party beneficiary of these Terms of Service or any provision hereof.
If any provision of these Terms of Service are held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.
25) WAIVER AND AMENDMENT
If Company fails to insist upon strict performance of Subscriber’s obligations under any of these terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve Subscriber from compliance with such obligations. No waiver by Company of any default will constitute a waiver of any subsequent default, and no waiver by Company of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to Subscriber in writing.
27) COMPLETE UNDERSTANDING
28) CONTACT US
BP Learning Solutions, LLC
This document was last updated on September 7, 2018.