Terms & Conditions of Use Agreement
Last Modified: July 28, 2017
These Terms and Conditions of Use apply to services purchased on this website, as outlined in the Statement of Work below. You must read and agree to these Terms and Conditions of Use prior to finalizing your order and scheduling your appointment.
Acceptance of the Terms of Use
This Terms and Conditions of Use Agreement (“Agreement”) is provided by Afterman Enterprises LLC, D/B/A Learn Ergo, a California-based company owned by Certified Professional Ergonomist Melissa Afterman. Learn Ergo provides web-based ergonomic consultations and advice via telecommunications. This Agreement governs your use of learnergo.com (the “Website”), including the content provided on the Website and access to services that Learn Ergo provides through Acuity Scheduling Inc. (“Acuity”), which service is only available upon successful registration over a secure network through Learn Ergo.com.
Please read this Agreement carefully before you start to use the Website. By using the Website or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by these terms and conditions, as well as our PRIVACY POLICY, incorporated herein. If you do not want to agree to these Terms and Conditions of Use or the Privacy Policy, the services will not be available to you. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Learn Ergo and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Nature of Services
Learn Ergo (The “Company”, “We”, “Us” or “Service Provider”) uses web-based telecommunication tools, including videoconferencing services, to provide ergonomic consultations and advice to individuals with home offices. We do not provide consultations or advice to corporations or employers. The <Statement of Work> and subsequent provisions outline the services that Learn Ergo will provide and the cost that you, the Client, agree to pay for the services, as well as other rights and obligations of the Parties.
Statement of Work
Client orders and Learn Ergo agrees to furnish the following services: 1) collect Client information and assess the Client’s ergonomics needs; 2) conduct videoconferencing or telephone interview and workspace evaluation; 3) provide ergonomics advice and recommendations verbally during the meeting; 4) deliver email summary of recommended products, if applicable; and 5) deliver electronic recording of videoconference via email for reference, if requested.
In providing these services, Learn Ergo promises to sufficiently perform or designate employees or contractors to sufficiently perform the services set forth in the Statement of Work, at a prepaid fee that Client has agreed to pay through this website, during the specified time that Learn Ergo has agreed to perform the services to the Client. Learn Ergo also agrees to abide by its PRIVACY POLICY in providing the services to the Client, and with any and all obligations specified in this Agreement.
Learn Ergo warrants that it shall perform the services: (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel with required skill, experience, and qualifications; and (c) in a timely, professional manner in accordance with generally recognized industry standards for similar services.
Learn Ergo’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows: Learn Ergo shall use reasonable efforts to promptly cure any such breach; provided, that Learn Ergo cannot cure such breach within a reasonable time (but no more than 30 days after Client’s notice of such breach), Client may request a refund and a refund will be provided if the Learn Ergo fails to cure.
Client Obligations and Prepaid Fee
In order for Learn Ergo to provide the requested services, the Client agrees to respond promptly to any reasonable requests from Learn Ergo regarding instructions, information, or approvals required by Learn Ergo to provide the services. Client further agrees to cooperate with Learn Ergo to enable Learn Ergo to provide the services at the scheduled times.
Client must pre-pay Learn Ergo’s fee, payable online through the Website, in order to schedule and receive the services outlined in the Statement of Work. Learn Ergo will not provide services to the Client unless Learn Ergo receives the prepaid amount and the Client has accepted these Terms and Conditions of Use.
Cancellation Policy
The Client has the right to cancel services and receive a refund in the amount of the pre-paid fee for service, if cancellation notice is provided via the Website greater than 24 hours before the scheduled appointment.
Reschedule Policy
The Client has the right to reschedule services without penalty, if reschedule notice is provided via the Website greater than 24 hours before the scheduled appointment.
Changes to the Terms and Conditions of Use
We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in <Governing Law and Jurisdiction> will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms and Conditions of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website.
You are responsible for:
• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of and Conditions of Use and comply with them.
Because Learn Ergo is neither a “covered entity” for purposes of the federal Health Information Portability and Accountability Act (HIPAA) nor a “contractor” under California’s Confidentiality of Medical Information Act (CMIA), Learn Ergo is not subject to the security and/or privacy laws with respect to any health-related information that Learn Ergo receives from you in order to provide customized ergonomic services. However, Learn Ergo will secure your health-related data as outlined in this Agreement and Learn Ergo’s PRIVACY POLICY, and will comply with applicable federal and state laws on privacy and security.
Intellectual Property Rights
The Website and its 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), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms and Conditions Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide social media or blogging features with certain content, you may take such actions as are enabled by such features.
You must not:
• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you wish to make any use of material on the Website other than that set out in this section, please address your request to: Melissa@LearnErgo.com.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by this Agreement breaches this Agreement and may violate copyright, trademark, and other laws.
Trademarks
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must 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.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:
• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity, including, without limitation, by using email addresses or screen names associated with any of the foregoing.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to:
• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.
Confidentiality
Learn Ergo may request, from time to time, personal or confidential information. Learn Ergo will: protect and safeguard the confidentiality of the Client’s personal and confidential information with at least the same degree of care as the Client would protect his or her own personal and confidential information, but in no event with less than a commercially reasonable degree of care; not use personal or confidential information or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and not disclose any such personal or confidential information to any person or entity, except to a party who the Client has authorized in writing to receive it in order to assist the Client, act on the Client’s behalf, or to exercise the Client’s rights or perform its obligations under this Agreement.
If the Learn Ergo is required by applicable law or legal process to disclose any personal or confidential information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Client of such requirements to afford the Client the opportunity to seek, at Client’s sole cost and expense, a protective order or other remedy.
Use of Communications Services
Learn Ego relies on email to communicate directly with clients, and Software as a Service (SaaS) providers for other communication needs, such as scheduling and/or collection of information through Acuity, accessible through LearnErgo.com. In turn, Learn Ergo integrates with other service providers, such as Zoom for videoconferencing and Stripe for online payment processing. By using Learn Ergo’s services, you must also accept the Terms of Service, Privacy, or other policies of SaaS providers that Learn Ergo uses to provide services to you. Learn Ergo makes every attempt to affiliate with SaaS providers that use commercially reasonable security methods to secure your data, but Learn Ergo is not liable for any data or security breach that may occur on those applications. Thus, you should understand the Terms of Use and/or Privacy Policies of Learn Ergo’s SaaS providers.
Additionally, by using the Learn Ergo Website and Communication services, including email, you agree not to:
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
Learn Ergo reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Learn Ergo reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Company’s sole discretion.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our PRIVACY POLICY. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Linking to the Website and Social Media Features
You may link to our homepage, 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 without our express written consent.
This Website may provide certain social media features that enable you to:
• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.
Subject to the foregoing, you must not:
• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the state of California in the United States. We provide this Website for use by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, 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 THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY 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 THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK IN THE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms and Conditions of Use or your use of the Website, including, but not limited to any use of the Website's content, services, and products other than as expressly authorized in this Agreement or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms and Conditions Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), 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 or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of Sonoma, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your county of residence or any other relevant county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require you to submit any disputes arising from the use of these Terms and Conditions of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications to Learn Ergo under this Agreement must be in writing and addressed to Learn Ergo at its address at 1110 Beasley Way, Sonoma, CA 95476 or such other address that Learn Ergo may designate from time to time. Unless otherwise agreed herein or agreed to by the Parties, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by Learn Ergo; and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Amendments
No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by each Party or an authorized representative of each Party.
Waiver
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment
The Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Learn Ergo. Any purported assignment or delegation in violation of this provision shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of service provider's assets without Client's consent.
Successors and Assigns
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries
Subject to the next paragraph, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Force Majeure
The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 60 days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
Entire Agreement
The Terms and Conditions of Use and the PRIVACY POLICY constitute the sole and entire agreement between you and Learn Ergo regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
Your Comments and Concerns
This website is operated by Learn Ergo. Feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: Melissa@LearnErgo.com.