Terms of Purchase
Coursenvy, Coursenvy.com, Learn.Coursenvy.com, EnvyAds.com, Coursenvy Ad Agency and 6 DAY MARKETER are all owned and operated by COURSENVY LLC.
ONLINE COURSE TERMS OF PURCHASE & USE
THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR PURCHASE AND RIGHTS TO ACCESS AND USE OF ANY OF OUR ONLINE COURSE(S) (“COURSE” OR “COURSES”) OFFERED ON www.coursenvy.com AND/OR LEARN.COURSENVY.COM (COLLECTIVELY “WEBSITE”) BY COURSENVY LLC, A UTAH LIMITED LIABILITY COMPANY (“COMPANY”). (THE COMPANY IS REFERRED TO HEREINAFTER AS “US” OR “WE”. ANY PURCHASER/USER OF ANY OF ANY OF OUR ONLINE COURSE(S) SHALL BE REFERRED TO HEREINAFTER AS “YOU”).
Modifications to this Agreement
NO ONE UNDER THE AGE OF 18 IS PERMITTED TO ENTER INTO THIS AGREEMENT. You represent and warrant to us that you are of sufficient legal age in your jurisdiction to enter into a legally binding agreement with us and otherwise be bound to the terms and conditions contained herein.
No Third Party Affiliation
We are not affiliated with or sponsored by Facebook, Google, Twitter, Pinterest, Instagram or any other third party platform provider we reference. Any references made on this Website to any established trade names, trademarks, service marks, product names or any other third party intellectual property including, but not limited to, Facebook, Google, Twitter, Pinterest, Instagram, etc., is strictly used for reference and identification purposes only. No affiliation or sponsorship or any other type of relationship exists between us and the brand owners of any registered trademark, trade name or service mark, or of any specific service referenced on this Website in connection with any of our Courses.
Course Access Rights
You are purchasing and are hereby granted revocable, non-exclusive and non-transferable right to access and use all online Course materials including, but not limited to, all text, images, graphics and audio and/or video files for your internal use only, across any and all devices you own, whether made avaialableavailable to You for download directly or hosted on our Website for your direct access online. Your rights to access and use all separate Course materials that you download directly for your internal use are perpetual. NotwitstandingNotwithstanding, if You request a refund of any Course purchase You make pursuant to our Refund Policy, your rights to access and use such Course materials hosted directly on our Website shall terminate immediately upon our initiation of such refund to You.
Purchase Price and Payment Terms
You authorize us to charge your credit or debit card, Stripe or Paypal account, bank account, etc. that You have provided during the check-out process in the amount of the purchase price of the Course in full stated on our Website at the time of purchase according to the terms of this Agreement. All pricing is in United States currency (USD) unless otherwise stated. We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any orders arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any Course description or information contained on this Website.
Subscription Services Term & Automatic Renewal
The term of your access rights to any of our single or bundled Course subscription services shall be equal to 30 days (“Term”). The Term shall begin on and including the day You sign-up to access and use any Course materials, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to 30 days (“Renewal Term”), unless this Agreement is canceled by You. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term. By providing your credit card, debit card, PayPal, bank account information or any other billing information, You hereby authorize us to charge all fees applicable to your subscription package.
Subscription Fees & Payment Authorization
You agree to pay the subscription fees listed on our Website pursuant to the specific Course or Course bundle that You have purchased for each subscription Term (or any Renewal Term) for the duration of that term. Your credit card or other payment method You provide will be automatically charged in the applicable amount stated above immediately upon your purchase, and upon the expiration of each subsequent Renewal Term, unless otherwise stated in this Agreement. YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT YOU HAVE ELECTED TO PAY APPLICABLE SUBSCRIPTION FEES USING A CREDIT CARD OR AUTOMATIC ACH DEBIT, YOUR FAILURE TO CANCEL THIS AGREEMENT BEFORE THE END OF THE INITIAL TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE FOR THE SUBSEQUENT RENEWAL TERM AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC, RECURRING BILLING BY US, AS APPLICABLE. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THESE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION.
You may terminate your subscription to access and use any Course materials for any reason or for no reason by sending an email to email@example.com with the subject line “Cancellation.” Include your stated desire to cancel in the body of your email and reference the Course(s). Upon receipt of your email, we will send You written confirmation that this Agreement and your right to access and use the Course(s) included in your subscription has been terminated and, upon such termination, this Agreement will terminate and we will stop debiting your credit card or other payment method for any future subscription fees covering any subsequent Renewal Term. However, You shall not be entitled to receive any prorated refund on any subscription fee applicable for the Term or Renewal Term during which such termination occurs. In the event this Agreement is terminated, such termination shall be effective beginning at 12:00 a.m. EDT (GDT-8 hours) the day following the date You send email notice to us. Notwithstanding, If you fail to accept an update or amendment of this Agreement (as described in this Agreement), this Agreement shall automatically terminate.
We may terminate this Agreement at any time in our sole discretion and terminate your use and access of any of our Course materials by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website or Course Dashboard is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website. Once this Agreement is terminated for any reason, your license to access and use our Course materials shall terminate and shall otherwise be revoked by us.
Your ability to access and use any of our Courses may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use any our Courses through our Website.
Course Global Use Restrictions
You are not authorized to: (i) resell or sublicense any digital (intangible) Course or any separate Course materials; (ii) copy or reproduce (or allow any third-parties to copy or reproduce), distribute, transmit, display or publish any digital, intangible Course or any separate Course materials in any form, format, or method including electronic, mechanical, photocopying, recording or electronic information storage and retrieval or any other means, either in its original state or in any subsequently modified state; (iii) modify any digital, intangible Course or any separate such Course materials, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile any Course or any separate Course materials part thereof or otherwise attempt to use unauthorized versions of any Course materials for purposes including (without limitation) building a product similar to or competitive with any such Course; or (iv) otherwise use any Course materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit such Course or any separate Course materials, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of any Course materials. Notwithstanding any restrictions contained in this license, you have the right to print any Course materials made available to You for direct download (pdf or word document files) directly for your own personal use. Except as expressly stated herein, this grant of license does not convey any other rights in and to any Course materials, express or implied, or ownership of or any other intellectual property rights in and to any digital or tangible Course materials You may not remove or obscure our copyright notice contained on any Course materials.
Compliance with Laws
You are solely responsible for compliance with any laws applicable to your purchase and use of any Course made available through this Website. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of any Course materials from any jurisdictions where such Course being provided is illegal is strictly prohibited and we shall have no liability to You whatsoever in such case. By purchasing any Course from us, You represent to us that the Course will be used by You only in a lawful manner and not in violation of any third-party intellectual property rights or in violation of any other rights.
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material part of the Course (collectively “Content”) is protected by copyright, trademark or other proprietary rights by us or our affiliates. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or have been granted any such protections under State and/or Federal law. You may not remove or obscure our copyright notice contained in any Course materials You access and use.
Taxes & Other Charges
Unless otherwise indicated and, You are responsible to pay any applicable sales (use) taxes or any other similar tax required to be paid by the state in which You reside or any custom duties or VAT taxes required to be paid by You due to your purchase of the item from this Website. If we are required to collect any taxes at the point of sale, then all applicable taxes will be added to the purchase price and You agree to pay the same unless You provide us with a valid and correct tax exemption certificate applicable to your purchase of the item(s).
Course Refund Policy
If you are unsatisfied with your purchase, contact us in the first 14 days. We want you to be satisfied with your purchase but we also want you to give your best effort to apply all of the strategies in the course. We offer a 14-day refund period for course purchases. In order to qualify for a course refund, you must submit proof that you did the work in the course and it did not work for you. In the event that you decide your purchase was not the right decision, within 14 days of enrollment, contact our support team at firstname.lastname@example.org and let us know you’d like a refund. In the email, you must include your coursework with your request for a refund. If you request a refund and do not include your coursework by the 14TH day, you will not be granted a refund. The coursework that you need to submit with your request for a refund includes ALL of the following items: Requirement 1: Complete and attach proof of work (i.e. Facebook Ads Manager screenshots with your email, screenshots of MailChimp/email provider, etc.) Requirement 2: Complete and attach three screenshots of emails/implementation that would further your online business (i.e. emails with potential marketing clients, screenshots of failed Facebook ads, etc.) Requirement 3: Tell us why our course wasn’t a good fit for you and your business needs.
GENERAL Information Accuracy Disclaimer
Every effort has been made to ensure the completeness and the accuracy of the information contained on any Course materials. However, we make no guarantees, warranties or representations as to the accuracy of the information contained in any Course materials, or the quality of such information, its usefulness or reliability, and we assume no responsibility for any errors, omissions or any inconsistencies. In addition, events or changes occurring after some Course materials were created may render some of the information contained therein as obsolete. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE ACCURACY, QUALITY, USEFULNESS OR RELIABILITY OF THE INFORMATION OR ANY RECOMMENDATIONS CONTAINED IN ANY COURSE MATERIALS OR THAT THIS INFORMATION OR ANY RECOMMENDATIONS WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE AND/OR RELIANCE UPON ANY OF THE INFORMATION CONTAINED IN ANY COURSE MATERIALS.
Your Expected “Average” Results
All claims, statements, examples or representations depicting results achieved by using any OF OUR ONLINE MARKETING COURSES, INSTRUCTIONAL MATERIALS AND/OR VIDEOS WE SELL OR PROVIDE ACCESS TO FOR FREE on the website may represent results which are not typical and, in MANY cases, extraordinary. you should not rely upon any such representation or claim and you should generally NOT expect to achieve the RESULTS claimed anywhere on the website OR WITHIN ANY INDIVIDUAL COURSE MATERIALS YOU PURCHASE OR AS MAY APPEAR IN ANY PUBLICly-accessible MATERIALS on thE website. There is never a guarantee that you will achieve the same results or make any money at all by using any of the courses offered through our Website. While we believe such results are possible and they have occurred in some if not many cases, obtaining the level of results claimed in connection with any of the Courses offered on this Website is based upon a variety of factors, including your acumen, skill, level of effort and desire, or other circumstances that may or may not apply to your use of any Course materials. We cannot predict these factors. Therefore, we make no express or implied guarantees or warranties that any claims or representations made or contained on the Website in connection with any Courses will be able to be achieved by you and we are not responsible for your success or failure in this regard. You agree to accept the sole risk and responsibility that You will achieve any of the results claimed in connection with any Courses offered by us on the Website, or any positive results at all.
Our Affiliate Compensation
We provide links to third-party websites in order for you to purchase other products, tools or services offered by third-party providers. We are paid affiliate commissions, referral fees, or we may receive other consideration, such as free products, gift cards or rebates any time you purchase any other products or services through this Website. We also receive consideration from such third parties in connection with our endorsement or honest review of any of their goods or services. However, we only endorse products or services that we are actually familiar with, have used or tested and that we genuinely believe are effective and can benefit our users. We are also a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com.
GENERAL WARRANTY DISCLAIMER
ALL COURSE CONTENT AND MATERIALS ARE MADE AVAILABLE AND SOLD ON A “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND ARE BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE ACCURACY, QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF ANY INFORMATION CONTAINED IN ANY COURSE MATERIALS, OR THAT ANY COURSE WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OR RELIANCE UPON ANY INFORMATION OR RECOMMENDATIONS CONTAINED IN ANY COURSE MATERIALS YOU PURCHASE AND USE. WE DO NOT WARRANT THAT ANY COURSE YOU USE IS APPROPRIATE OR LEGAL IN YOUR JURISDICTION. WE DO NOT GUARANTEE OR WARRANT THAT ANY COURSE MATERIALS MADE AVAILABLE TO YOU FROM THIS WEBSITE OR FROM ANY OTHER EXTERNAL LOCATION WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER CODE, APPLICATION OR PROGRAM THAT MAY CONTAIN HARMFUL ELEMENTS OR CAUSE DAMAGE TO YOU. YOU AGREE THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SECURITY MEASURES TO PROTECT YOUR COMPUTER OR OTHER DEVICES AND ALL DATA AND ACKNOWLEDGE YOU ARE RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO THIS WEBSITE FOR THE RECONSTRUCTION OF ANY LOST DATA. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET IN GENERAL. WE ARE NOT RESPONSIBLE FOR ANY UNAVAILABILITY, INTERRUPTION OR DELAY WITH ANY SERVERS OR TELECOMMUNICATIONS OR THIRD PARTY SERVICES (INCLUDING DNS PROPAGATION) NECESSARY TO HOST THIS WEBSITE AND/OR TO PROVIDE ACCESS TO ANY MATERIALS INCLUDED WITH ANY COURSE YOU PURCHASE UNDER ANY CIRCUMSTANCES.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER THE COMPANY OUR OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS, SUCCESSORS AND/OR ASSIGNS (AS APPLICABLE), SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS AND USE OF ANY COURSE MATERIALS YOU PURCHASE FROM US INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY OTHER SUCH DAMAGES. IN ADDITION, YOU AGREE THAT OUR LIABILITY IN ALL CASES FOR ANY TYPE OF DAMAGES INCLUDING DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL PURCHASE PRICE OF THE EITHER ANY SINGLE COURSE FEE OR THE TOTAL SUBSCRIPTION FEE(S) PAID BY YOU IN CONNECTION WITH ANY COURSE SUBSCRIPTION, WHICHEVER IS GREATER. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY SUCH DAMAGE OR THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME.
ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, OR ANY OTHER APPLICABLE STATE LAWS PURSUANT TO YOUR DOMICILE.
Exceptions to Disclaimers And Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Our Intellectual Property
All logos or any other trademarks, trade names or service marks and/or any other marks or logos posted on this Website, whether marked or unmarked, is either owned by us, an affiliate or subsidiary, or by some third party. This includes any item names appearing on this Website whether marked or unmarked by us. No trademarks, trade names, service marks, etc., posted on this Website may be used without the prior written consent of the owner. We retain all rights, ownership, title, and interest in all trademarks, trade names or service marks contained on the Website owned by us, whether or not we have registered for or have been granted any such protections under State and/or Federal law.
Data Collection Practices Notice
B. Authority. If You are accepting these terms on behalf of another person or other legal entity, You represent and warrant that You have full authority to bind that person or legal entity to these terms and otherwise have authority to enter into this Agreement on behalf of such other person or legal entity.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
D. Arbitration. YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL PROPERTY BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard exclusively in Los Angeles, California. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. YOU AGREE THAT A WRITTEN NOTICE REQUESTING ARBITRATION MUST BE PROVIDED TO US WITHIN ONE (1) YEAR AFTER THE ACTS OR OCCURRENCES SUPPORTING SUCH A CLAIM, WITHOUT TOLLING FOR A FAILURE TO DISCOVER SUCH ACT OR OCCURRENCE. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
E. Venue And Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement may only be brought exclusively in a federal or state court situated in Los Angeles, California, USA, and You hereby expressly give your consent to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration under this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the state of California, without regard to conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
F. Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
G. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
H. Assignment. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
I. Survival. Any provisions in these terms which by their nature extend beyond the termination or expiration of any of your access rights to any of our Courses will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
J. No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
K. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.
L. Successors and Assigns. This Agreement shall inure to the benefit of any of our successors or assigns and shall continue to be binding upon You in the event of an assignment of our rights and obligations under this Agreement.
M. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND THAT YOU UNDERSTAND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US.
Coursenvy Digital Marketing Agreement
This Digital Marketing Agreement (“Agreement”) is entered by and between Coursenvy (“Company”) and the “Client”. This Agreement shall commence upon subscription payment submission by the Client to the Company (the “Effective Date”).
Company agrees to provide digital marketing services (the “Services”) for Client. Client shall be solely responsible for providing Company with all necessary information concerning the Services. Company is not responsible for any shortcomings in such information. Company reserves the right to engage third parties in order to provide the Services hereunder.
The term of this Agreement is thirty (30) days, and the Agreement shall renew automatically unless terminated by either Party.
Client agrees to pay Company a monthly fee. All payments are final and non-refundable. Any set-up fee or monthly fee associated with Services are final, no refunds or exchanges will be applicable. If Client fails to make timely payment, Company shall have the right, at its option and without prejudicing any other right, to cease work on the Services and withhold the release of any work product or deliverable prepared by Company for which Company has not been paid. In the event Company initiates legal action to collect fees due it under this Agreement, Company shall be entitled to recover from Client its reasonable attorneys’ fees, costs, and expenses incurred in any such action.
4. Additional Services
Limited additional marketing and digital services offered by Company may be available to Client. These services are considered additional and as such, are not provided for in this Agreement. Should Client wish to request those services, an addendum will be added to this Agreement reflecting the additional services and coordinating fees.
5. Relationship of Parties
Company is an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
6. Disclaimer of Warranty
The warranties contained herein are the only warranties made by Company. Company makes no other warranty, whether express or implied, and expressly includes and disclaims all other warranties and representations of any kind, including any warranties of non-infringement. Company does not provide any warranty that the operation of any Services hereunder will be uninterrupted or error-free.
7. Intellectual Property
The Parties agree that all content provided to Client by Company in furtherance of the Services hereunder, including, without limitation, copyrights, design rights, moral rights, and all other intellectual property rights recognized anywhere in the world in the work performed by Company, is owned solely and legally by Client.
Company makes no representations or warranties and does not guarantee any content provided by Client in furtherance of the Services. Client is solely responsible for the accuracy and safeguarding of its content. Company does not have control of, does not insure, and is not liable for the content provided by Client, and as such, is not liable for any improper use of content which Client is legally prohibited from using. No responsibility or liability is assumed by Company for delays due to the failure of service or the acts or omissions of third parties, such as independent contractors or third-party servers which host Client’s digital content. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, OR REPUTATIONAL HARM, EVEN IF CLIENT WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. CLIENT AGREES THAT THE MAXIMUM AMOUNT OF DAMAGES IT IS ENTITLED TO IN ANY CLAIMS ARE NOT TO EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT, OR THE AMOUNT PAID BY CLIENT IN THE THREE MONTHS PRECEDING THE RELEVANT CLAIM BY CLIENT, WHICHEVER IS THE LESSOR OF THE TWO.
Client agrees to indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, agents, representatives, and assigns from and against any and all third-party claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities of any kind (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), threatened, asserted, or filed against Company to the extent that such claims arise out of or relate to infringement or misappropriation or alleged infringement or misappropriation of an Intellectual Property Right of a Third Party by Client.
The Parties may terminate this Agreement for any reason at any time upon thirty (30) days’ written notice to the other Party. E-mail notice is acceptable. Termination shall be effective thirty (30) days after notice is received. If the Agreement is terminated after the first of the month, and payment has been remitted, payment is forfeited and realized as a cancellation fee. In the event of termination, Company reserves the right to cease work on the Services.
11. Governing Law and Jurisdiction
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision. Any legal action arising out of or relating to this Agreement shall be instituted in any United States federal court or state court located in the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action.
This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party. If any provision of this Agreement shall be held unenforceable for any reason, all remaining provisions of this Agreement shall remain fully enforceable and effective. Client shall not assign this Agreement without the express written consent of Company. Sections 3, 8, and 9 shall survive any termination of this Agreement. A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not be presumed to operate as a waiver.IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this Agreement as of the Effective Date.