WALDEN EXAM SOLUTIONS, LLC
Terms of Service
Effective/Updated May 17, 2021
Please read these Terms carefully. Your use of the Site or submission of an order for the Products (“Order”) constitutes your agreement, without modification, to all of the terms, conditions, and notices in these Terms. If you do not accept these Terms, you may not use the Site or purchase or use the Products. Products include subscription-based or one-time access to those written and live or pre-recorded audio or audiovisual curriculum and test preparation materials, coaching sessions and related products or services available via the Site’s online ordering platform. Each Order submitted via the Site will identify, among other things, the type of Products to be provided under these Terms and the charges and subscription term (if any) applicable to such Products.
Before you can access or use the Site or purchase any Products, you must be able to enter into a legally binding contract with us. This means that you must be at least eighteen (18) years old and have the legal capacity to enter into a contract. To use the Products, you must complete our registration completely and accurately, including, without limitation, agreeing to these Terms and providing us with correct contact and billing information. By using the Site or the Products, you represent and warrant that you satisfy these qualifications.
You must register and create an account with us in order to purchase and use our subscription-based Products, and you also have the option of creating an account to store your personal information to facilitate repeat Orders. This may be done via the electronic marketplace features of our Site. You agree to provide and maintain your account with accurate and complete information about yourself as prompted by the Site. By providing us with such information, you authorize us and our third-party agents to make any inquiries we consider necessary to confirm such information. You will not impersonate any third party or misrepresent your identity or affiliation with any third party, including using another person's account information, or another person's name, likeness, voice, image or photograph.
You are responsible for maintaining the confidentiality of your personal information and for restricting access to your computer and your account. You are responsible for all activities that occur under your access credentials, and we will not be liable for any actions by any other individual that uses your account (including, without limitation, any other authorized users), identity or personal information with or without your consent or knowledge. You also agree to notify us promptly of any unauthorized use of your account, account information, identity, or personal information, or other breach of security that you become aware of involving or relating to the Site or the Products. In addition, you agree to exit from your account at the end of each session.
We do not get involved in disputes over who owns an account. You will not request access to or information about an account that is not yours, and you must resolve any account-related disputes directly with the other party. We decide who owns an account based solely on the information available to us with respect to the account, including, without limitation, the contact information on the account.
PRODUCTS AND PRICING
We reserve the right to correct any errors or mistakes in pricing, Product description, or listings that we make on the Site or when processing an Order even if we have already requested or received payment. We also reserve the right to cancel or reschedule any live coaching or instruction sessions at any time before the scheduled session date. In such case, we will notify you of such changes or corrections via email and may (but are not obligated to) refuse or cancel an Order and refund any amounts paid. All purchases are final and are subject to our policies and procedures relating to processing, scheduling returns and exchanges set forth herein and on the Site. All prices are in U.S. dollars.
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. We reserve the right, without prior notification, to refuse service to any customer. We may cancel an Order at any time if we determine that we will not be able to fulfill such Order, or for any other reason, and upon any such cancellation will notify you and refund any amounts paid by you for such Order. Verification of information may be required prior to the acceptance of any Order. Prices and availability of Products on the Site are subject to change without notice, except as otherwise expressly set forth in these Terms.
The fees applicable to your purchase of any Products are described in the applicable Order and are due and payable immediately upon purchase in order to unlock access to the Products. All fees will be collected via the credit card or other payment (e.g. PayPal® or ApplePay®) information you provide upon Order submission. By providing us with credit card or other payment information, you represent and warrant that you are authorized to use that credit card or payment method and that all charges under the applicable Order may be billed to that method and will not be rejected. If we cannot process your payment, we will try to contact you by email. In any case, we will suspend your Order and will not provide you with the Products until your payment can be processed. As long as you have an account with us for a subscription-based Product, you must maintain valid and current credit card or other payment information on file with us and authorize us to deduct any charges with respect to your account or use of the Products against that payment method.
Our fees for subscription-based Products are subject to change at any time on at least 60 days prior written notice to you at the email address you have on file with us, and if you do not agree to such changes, you should contact us to cancel your subscription as described under Term and Termination. You will not be entitled to receive a refund from us under any circumstances, including, without limitation upon termination of your account. As long as you maintain a subscription with us, your payment method will be charged as described in this paragraph.
All subscription fees are exclusive of taxes imposed on the sale of the Products, all of which are your sole responsibility, as described under Taxes, below.
We may collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where services like the Products are taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you provide us in your Order or that is listed in your account (if you maintain an account with us).
You agree to be responsible for and to pay any sales, use, VAT, excise, withholding, or any other taxes that may be imposed, based on these Terms, use or possession of the Site or the Products, except for taxes based on net income payable by us (collectively, “Taxes”). All Taxes payable by you will be charged to you at the same time as the fees to which the taxes relate are charged.
ACCESS TO PRODUCTS
From time to time, we may establish minimum browser or system requirements (the “System Requirements”) for the equipment from which the Products should be accessed so that all included functionalities are operational; we will provide you notice of the System Requirements (if any) by posting them on the Site. You may be required to purchase or acquire software, hardware or services (such as Internet access services or web-player software) in order to utilize the Products or satisfy the System Requirements, as may be amended by us from time to time. You will be solely responsible for all such software, hardware and services.
We may suspend provision of the Products in whole or in part and without notice: (i) if we believe a users’ use of the Products represents a direct or indirect threat to the function or integrity of the Products, our or its service providers’ system or networks, or any third party’s use of the Products; (ii) if reasonably necessary to prevent unauthorized access to the Products or any data or materials included therein; (iii) to the extent necessary to comply with legal requirements; or (iv) as otherwise permitted under these Terms.
USE OF SITE AND PRODUCTS
You certify that you take full responsibility for the selection and use of and access to the Site and the Products. We may change, suspend or discontinue any aspect of the Site or the Products at any time, including the availability of any feature or content. We may also impose limits on certain features and services or restrict your access to part, or all, of the Site, without notice or liability.
All of the Site and Products content we make available to use is subject to copyright, trademark, service mark, trade dress and other intellectual property rights or licenses held by us or our licensors. We grant you a limited license to access and use the Site only to gather information about our programs and services and communicate with us through the Site.
With respect to the Products, and subject to the terms and conditions of this Agreement, we grant you a limited, nontransferable, nonexclusive license to access over the Internet and use the Products solely for your personal use.
You may not download (other than page caching) any of the Site or the Products except to the extent any access or use instructions delivered to you with the Product specifically instruct or permit you to do so. You also may not copy, modify, publish, distribute, transfer or create derivative works from any of the Site, the Products or any materials on the Site or Products (including, without limitation, computer programs or other code), except to the extent any access or use instructions delivered to you with the Product specifically instruct or permit you to do so.
Our Products are intended and available for personal, individual use only, and are not provided for use by a legal entity, such as a for-profit or non-profit corporation, limited liability company or partnership. Your license to access and use the Site or Products does not include any resale or commercial use of the Site, the Products or its contents; any collection and use of any product or service listings, descriptions, or prices; use the Site, the Products or any content available on the Site or Products for the benefit of any third party; or use data mining, robots, or similar data gathering and extraction tools. You may not visit or otherwise exploit any portion of the Site or Products for any commercial purpose other than your internal purposes without our written consent. You may not frame or utilize framing techniques to enclose any proprietary information (including images, text, page layout, or form) of the Site or Products without our written consent. You may not use any metatags or any other "hidden text" utilizing the name, domain name or trademarks of LWES without our express written consent. Any unauthorized use terminates the permission or license granted by us.
From time to time, we may make enhancements or customizations to the Products. Any intellectual property created in the course of performing the Products, whether by us alone or jointly with any user, shall be and remain the exclusive property of LWES, and you assign any of your rights, interest or title in or to the same to us. LWES and its licensors retain all right, title, and interest (including copyright and other intellectual property rights or informational rights) in and to the Site, the Products and all legally protectable elements or derivative works of the foregoing. We may place copyright or other proprietary notices, including hypertext links, within the Products, and you may not remove such notices without our written permission.
As a condition of your use of the Site and the Products, you warrant that you will not use the Site of the Products for any purpose that is unlawful or prohibited by these Terms. Without limiting the generality of the foregoing, (i) you may not use the Site or the Products in a manner that could damage, disable, or impair the Site or the Products or interfere with another party's use of the Site or Products; (ii) you may not obtain or attempt to obtain any content through any means not intentionally made available through the Site or Products; and (iii) you will not upload, post, distribute or otherwise publish through the Site any materials that (1) restrict any other user from using and enjoying the Site, (2) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (3) constitute or encourage conduct that would give rise to civil liability or otherwise violate any law, (4) violate or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or other proprietary rights, (5) contain a virus or other harmful component, (6) contain any information, software or other material of a commercial nature, (7) contain advertising of any kind, or (8) contain false or misleading indications of origin or statements of fact.
In furtherance of our legitimate business interests in protecting our proprietary rights in and to the Products, during the two (2) year period immediately following your purchase of a Product, you may not, on your own behalf or on behalf of any other person or entity, create, develop, sell, market, license or otherwise distribute within the United States of America (the ‘Territory”) any products or services that are the same as, similar to or competitive with such Product. You agree that the foregoing restriction is necessary and appropriate to protect our rights in our Product and is of reasonable scope. If any court of competent jurisdiction deems the foregoing covenant to be overbroad, either with respect to its length, geographic scope of scope of activities prohibited, the period of restriction shall be deemed to be the longest period permissible by law under the circumstances, the “Territory” shall be deemed to comprise the largest territory permissible by law under the circumstances, and the prohibited activities shall be deemed to comprise the largest scope of activities permissible by law under the circumstances, as applicable. The court in each case shall reduce the scope of the restrictive covenant(s) at issue to permissible duration, size or scope.
The parties hereto acknowledge and agree that it would be difficult to ascertain damages in the event of a breach of the covenants set forth in this section, and accordingly, you agree that your violation of the foregoing covenants would cause irreparable harm to LWES. You further agrees that, upon proof of the existence of a violation of any of the terms under this section, LWES will be entitled to injunctive relief against you and/or the principal on whose behalf you are acting (if applicable and to the fullest extent allowable by law) in any court of competent jurisdiction having authority to grant the described relief, together with all costs and reasonable attorneys’ fees incurred by LWES in bringing such action. In the event we should seek injunctive relief, you hereby waive any requirement that we submit proof of the economic value of any interest sought to be protected under such injunction or that we post a bond or any other security.
By posting or submitting any materials or any other communication (individually or collectively "Submissions") to or through the Site (e.g. via an email contact form, online forum or resource library, to the extent we make such features available), you grant us and our affiliated companies and necessary sub-licensees a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Submissions, in all media now known or hereafter developed, unless otherwise prohibited by the terms of these Terms or any applicable federal, state or local law or regulation. You waive all rights to any claim against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with our authorized use of such Submissions.
By posting or submitting your Submissions, you warrant and represent that you own or control all of the rights to your Submissions, including, without limitation, all the rights necessary for you to provide or submit such Submission. You acknowledge that, by submitting Submissions through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than pursuant to these Terms or applicable federal, state or local law or regulations.
LINKS TO THIRD PARTY SITES
The Site may contain links to other websites owned or maintained by third parties ("Linked Sites"). The Linked Sites are not under our control, and we are not responsible for the contents of any Linked Site or any changes or updates to a Linked Site. We do not guarantee the accuracy and completeness of the information obtained through any Linked Site. Accordingly, we will not be liable for decisions made based upon information on the Linked Sites. We are not responsible for web casting or any other transmission received from any Linked Site. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators.
Subject to the terms and conditions of this Agreement, we warrant that we will use commercially reasonable efforts to provide the Products you ordered to you, provided that: (i) you have used equipment, settings and software that meet the System Requirements and have not otherwise used any equipment or software that adversely affects the Products; and (ii) you have paid all amounts due under this Agreement and are not in default of any provision of this Agreement. YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN THIS SECTION IS REDELIVERY OF THE PRODUCTS. LWES does not make any guarantee or warranty as to the quality of transmission of data over telephone, digital subscriber lines or any other method of Internet delivery, including, without limitation, server downtimes or other network related problems.
LIABILITY DISCLAIMER AND LIMITATION
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE UNDER “LIMITD WARRANTY”, THE SITE AND THE PRODUCTS, INFORMATION, SOFTWARE, PRODUCTS, GRAPHICS, DOCUMENTS, MATERIALS AND OTHER ELEMENTS INCLUDED IN OR AVAILABLE THROUGH THE SITE OR PRODUCTS (COLLECTIVELY, THE “CONTENTS”) ARE PROVIDED EXCLUSIVELY AN "AS IS" BASIS, AND WE DISCLAIM ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO THE SITE, PRODUCTS OR CONTENT, OR, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE SITE, PRODUCTS OR CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM YOUR USE OF THE SITE, PRODUCTS OR CONTENTS.
PLEASE INFORM US OF ANY ERRORS AT firstname.lastname@example.org.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, INCLUDING COST OF REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF INFORMATION OR DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
IN NO EVENT WILL OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE SITE, THE PRODUCTS OR ANY OF THE CONTENTS, ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT YOU PAID FOR THE RELEVANT PRODUCT OR $100, WHICHEVER IS GREATER. NOTWITHSTANDING THE PREVIOUS SENTENCE, WE WILL NOT LIABLE TO YOU TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR YOUR OWN FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT.
We are not liable or responsible for any delays or failure in performance of any part of the Site or Products due to any cause beyond our control, including, without limitation, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
You agree that LWES has entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
TERM AND TERMINATION
All Orders for live coaching sessions are final and noncancelable. We reserve the right to cancel or reschedule any live coaching or instruction sessions at any time before the scheduled session date. In such case, we will notify you of such changes or corrections via email and may (but are not obligated to) refuse or cancel an order and refund any amounts paid.
If we Unless otherwise terminated as described below, your subscription for any subscription-based Products will remain active (and this Agreement will remain in effect) from the date you initiate your subscription until you cancel your subscription, which you may do at any time by providing us written notice (which may be enabled via your account) at least 30 days prior to the scheduled renewal date for your subscription. If you do not cancel your account or subscription in a timely manner as described above, your subscription will renew for the same period as your original subscription term and your credit card or other payment method on file will be charged accordingly. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SUBSCRIPTION. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION.
We may suspend the Site or the Services or terminate your subscription or any Order at any time, with or without cause, without notice. You are entitled to receive a refund of your pre-paid and unused subscription or Product fees if such termination by us is without cause (i.e. not due to your breach of this Agreement or other wrongful actions). Once your subscription is terminated, we may permanently delete your account and all of the associated data. The definitions in these Terms and the provisions under the headings Submissions, Term and Termination, Liability Disclaimer and Limitation, Indemnification, Compliance with Laws and General sections of these Terms shall survive any such termination.
You agree to indemnify, defend and hold us, our suppliers, licensors, licensees and affiliates, and all of our and their respective directors, officers, agents, distributors, employees and other agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, losses, liabilities, penalties, settlements, expenses and costs incurred by the Indemnified Parties (including, without limitation, reasonable attorneys' fees and costs) in connection with any claim arising out of or related to (i) your Submissions, or any content that you post or distribute via the Site or the Services; (ii) any breach by you of this Agreement; or (iii) your use of the Site, the Products or any Linked Sites. You agree to provide us with prompt written notice in the event of any such claims or actions. You shall cooperate fully with us in the defense of any claim. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any action or matter without our written consent.
In addition, you acknowledge and agree that we have the right to seek damages when you use the Site or the Products for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of these Terms, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance or consequential damages. If we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site or the Products, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
COMPLIANCE WITH LAWS
You represent and warrant that your use of the Site and Products will comply with all applicable laws and regulations. In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities and the Site or the Products. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site and Products are controlled and operated by us from our offices within the United States and we make no representation that the Site or Products is appropriate or available for use in other locations. Those who access the Site or Products from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Products where prohibited by law.
You may not use, remove or export from the United States or allow the export or re-export of the Site, the Products, or any direct product of the Site or Products, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED THERE WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES; AND (II) YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE, SUPERIOR AND FEDERAL COURTS HAVING JURISDICTION OVER GWINNETT COUNTY, GEORGIA, IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF SITE, THE PRODUCTS OR THESE TERMS, AND YOU WAIVE ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be deemed eliminated to the minimum extent necessary and the remainder shall continue in effect. Any cause of action you may have with respect to your use of the Site or Products must be commenced within one (1) year after the claim or cause of action arises, or the date of last payment made by you, whichever is later. In any action to enforce these Terms, we will be entitled to our costs and attorneys' fees.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Site, the Products and the software used to provide the Site and the Products, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users: (1) only as Commercial Items, (2) with the same rights as all other end users, and (3) according to the Terms. Published and Unpublished rights are reserved under the copyright laws of the United States. Contractor/manufacturer is Latrina Walden Exam Solutions, LLC, 4045 Five Forks Trickum Rd., Suite D17 #103, Lilburn, Georgia 30047.
None of this Agreement, your account or your obligations or rights hereunder may be transferred or assigned by you without our prior written consent, and any attempted assignment, transfer or other disposition by you in violation of this provision will be null, void and of no force and effect. We may freely assign this Agreement without your consent. This Agreement shall inure to the benefit of and be binding upon the permitted successors, legal representatives and assigns of the parties hereto. There shall be no third-party beneficiaries to this Agreement. Time is of the essence.
HOW TO CONTACT US
If you have any questions about these Terms, the Site or the Products, please contact us at email@example.com.