TERMS AND CONDITIONS
LAST UPDATED: October 1, 2018
By entering and using the website https://welllearninglibrary.chromaticcontent.com (“WELL Learning Library”), or any of our affiliated websites (collectively, the “Site”), and by signing up for Our services (“Services”) you agree to be bound by this agreement (the “Terms and Conditions”). These Terms and Conditions are a binding agreement between you (“You”) and Cloudless Content LLC, a limited liability company organized under the laws of the State of California and doing business as Chromatic Content (the “Company”, “Cloudless Content” “Us”, “Our”, “We”).
Please read the following terms carefully:
For the purposes of these Terms and Conditions, all Members are Users, but not all Users are Members. This Agreement applies to all Users whether they are Members or not. You become a “User” by accessing the Site or Service in any way. You need not become a Member of the Site to make this Agreement apply to You. You become a “Member” by registering with the Site for an account, as discussed below.
This Site may contain advertisements, communications, and links posted by independent third parties, over which We exert no control over. We do not get involved in any disputes that may develop between Our advertisers and others, and We do not facilitate communication between third parties. Therefore, You are urged to use Your own good judgment and common sense when responding to such advertisements, as We are not responsible for any interactions occurring between Our Users and Our advertisers. You are hereby advised to perform independent research any information found in Our advertisements before making any decisions.
Violation of any of the terms below will result in the termination of your account.
In order to access this site, You must be of the age of majority in Your jurisdiction. You hereby warrant and represent that You are at least eighteen (18) years of age and that You have the legal capacity to enter into these Terms and Conditions. You are hereby advised to leave this Site immediately if you are not of the age of majority in your jurisdiction. Any misrepresentation on Your part of the above provision shall not render liability onto Us.
DESCRIPTION OF SERVICES
The Company is engaged in the business of providing multimedia educational material that is offered through Company’s online digital media platform (collectively the “Content”) which is contained on the Site.
MEMBER'S MEMBERSHIP INFORMATION
You hereby agree to provide the Company with true, complete and up-to-date information regarding your registration and billing information. Any Member providing the Company with information that is not true, complete and up-to-date shall not be permitted to continue to use the Site, and may be subject to civil and criminal liability. You agree to provide the Company with a valid email address for Site verification purposes and for services quality assurance. This means that You are agreeing to and consent to the Company to send you verification emails and also emails regarding the Service of the Site. By becoming a registered Member of the Site, you agree to receive from the Site commercial emails about the services and products of the site and its partners. You are solely and entirely liable for all of the activities in which you engage in on the Site and through our Service, including any such activity that You engage in through your mobile phone and/or email address.
Please note that as a Member you may not permit any other person to use your account, email address or your mobile phone. You must keep your information strictly confidential and may not disclose them to any person. By signing up to become a Member of the Site, will hereby expressly agree to refrain from forwarding, publishing or otherwise disseminating any Content to third parties via Your mobile phone, email or any other means of communication.
You may not assign or transfer any of your rights or obligations under these Terms and Conditions, your username or your password, to any other person or entity. You must promptly inform the Company of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. Members who are not permitted to continue to use the Site or receive Content may not access the Site or receive any Services without the prior express written permission of the Company.
By registering to become a Member of Our Site, you agree to the billing terms and costs that are displayed on our Site during the registration process. As an express condition of your membership and access to our Services, you agree to pay all fees applicable to your membership. Our Site utilizes the Stripe (https://stripe.com/) payment processor (the “Payment Processor”). In processing your payment, Payment Processor may include other information on Member’s billing statement that are based on applicable credit card associations and any other mandated rules and regulations. If Member elects to use a checking account to purchase a subscription to this site, a debit will be executed on the Member’s checking account that is provided during registration.
We do not control the terms of or have access to the accounting services of such Payment Processors. You are encouraged to read the policies and terms of the applicable Payment Processor which can be found on such Payment Processor’s website. We are not liable for any technical or billing matters which arise from the Payment Processor’s actions or inactions. You acknowledge and agree that Your sole communication and recourse regarding such billing matters must solely be addressed to the applicable Payment Processor.
MEMBERSHIP FEES AND USER COMMUNICATION
Membership and membership fees to Site are subject to change at any time at the sole and absolute discretion of Us or the Payment Processor. If there are any changes to Your payment terms, We shall notify You as soon as reasonably possible. The current membership rates for the Site shall be set forth at the following link: https://WellLearningLibrary.chromaticcontent.com/pages/pricing. The current monthly membership rate which will appear on Member credit card bill, will be debited from Member account, charged to Member’s account in accordance with Member’s selected payment means.
AUTOMATIC RECURRING BILLING
In accordance with these Terms and Conditions of the Site, the subscription fees for the Service will be automatically renewed each month on the date of membership creation, unless notice of cancellation is received from the Member. Unless and until this agreement is cancelled in accordance with the terms hereof, Member hereby authorizes the Payment Processor to charge Member’s chosen payment method to pay for the ongoing cost of membership. Member hereby further authorizes Payment Processor to charge member’s chosen payment method for any and all additional purchases of Content provided on the Site. In the event of an unsuccessful recurring payment, an administration fee may be applied in order to keep a membership temporarily active until the full membership fee can be processed successfully. If you have any questions about membership billing, please feel free to contact the Company’s customer service at: [email protected]
REFUND & CANCELLATION POLICY
You can cancel your membership subscription to WELL Learning Library (the “Subscription”) at any time by sending written electronic notice to [email protected]
Such notice must include your full name, phone number, and email address, as well as the wording "CANCEL MEMBERSHIP" in the subject line. Cancellation requests will not be considered valid unless and until you receive written confirmation from our billing department. The confirmation email or number given by the billing department of WELL Learning Library will act as a proof of the cancellation of your Subscription.
Please note that you must cancel your Subscription before it renews for a subsequent month in order to avoid being charged for the next month's Subscription Fee. If you cancel your Subscription, the cancellation will become effective at the end of the then-current monthly Subscription period.
REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. WE DO NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED AFTER THE BEGINNING OF THE BILLING MONTH. In the event of a cancellation of your Subscription, you will continue to have access to your Subscription until the end of the monthly billing cycle. We reserve the right to offer refunds, discounts or other consideration in select circumstances at our sole discretion. Please note that each circumstance is unique and an election to make such an offer to refund part or all of the Subscription Fee in one instance does not create the obligation to do so in another.
WELL Learning Library is a business oriented around providing educational services and due to nature of our business, we do not offer any refunds or money back once our educational materials have become available. Our goal is to provide the best possible service in a timely manner and to your satisfaction.
WELL Learning Library DOES NOT provide a refund for the cancellation of its services. If you change your mind after paying for our educational services, WELL Learning Library will act only on the policy here within.
- WELL Learning Library will not offer any sort of refunds for past month's Subscription. Since our content is digital and timely, we cannot offer refunds once our materials have become available for viewing.
- WELL Learning Library does not offer refunds once you have signed up for our services. You may cancel your membership at any time, but you will receive service until the billing period is over.
All chargebacks are thoroughly investigated and may prevent future purchases through the Payment Processor, depending on the particular circumstances. Fraud claims that are submitted may result in the prevention in the suspension of our Service and/or the prevention of future payments from being made by Member’s issuer.
AUTHORIZATION OF USE
Members to the Site are hereby authorized a single access rights to access the service or material located at the Site. This access rights shall be granted for sole use to one Member. All memberships are provided for educational purposes and shall not be used for any unauthorized commercial purposes or by any other third parties. The unauthorized commercial use of either the Site, Our Service or any Content is strictly prohibited unless authorized by Us in writing. No Content or material contained on the Site may be transferred to any other person or entity, whether commercial or non-commercial. No Content or material contained within the Site may be distributed through peer-to-peer networks or any other file sharing platforms. In addition, Content may not be modified, or altered. Content may not be displayed publicly, or used for any rental, sale, or display. Content shall include any copyright, trademarks, or other proprietary rights arising there from. Payment Processor and the Site reserve the right to terminate a Member’s access rights to the Site at any time if the provisions to these Terms and Conditions are breached. In the case that the terms are breached, Member will be required to immediately destroy any information or material printed, downloaded or otherwise copied from the Site or received from the Service.
You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including, but not limited, to any applicable copyright or other intellectual property laws).
You understand that We may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. This Site contains material which is owned by or licensed to us or used with permission of our clients or users. This material includes, but is not limited to, wording, design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. This Site and all items published by the Company are subject to any and all applicable copyrights, trademarks, and patents of the Company. All trademarks reproduced in the Site which are not the property of, or licensed to, the Company are acknowledged on the Site.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Site, Service or Company, or any other service thereof. Unauthorized use of this Site may give rise to a claim for damages and/or be a criminal offense. You agree to act in a legal and appropriate manner at all times.
We reserve the right to terminate your account as a result of the violation of any of the terms of this Terms and Conditions.
The Site does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site or any linked website or featured in any banner or other advertising, and the Site will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
In order to enable the Content through the Company and to facilitate the provision of Services by the Company to the Members, you agree as follows: You do not have any ownership or proprietary interest or claim in any of the information and Content (in any format whatsoever) on the Site or that are transmitted through Our Content. All such information and content is owned or licensed by the Company. Any Content provided by You is hereby irrevocably assigned or licensed by you to the Company pursuant to the terms set forth below, and you shall have no claims, demands or suits in this respect. Though the Company does screen its digital media and Content, it is clarified that the Company is not responsible for the Content and information published and/or displayed pursuant to the provision of any Content or other features of the Site. The Company reserves the right to remove any Content. In addition, the Company shall be entitled to cause You to cease using the Site and obtaining any Services, and to terminate your Member account immediately in the event that you violate these Terms and Conditions. All materials on the Site are proprietary, constitute valuable intellectual property, are copyrighted and are protected under treaty provisions and United States and/or worldwide copyright laws, and may not be reproduced, copied, edited, published, transmitted or uploaded in any way without written permission from the Company. You acknowledge that the Company cannot, and does not intend to, screen information and content transmitted on the Site or pursuant to the provision of the Services, in advance. Therefore, the Company shall not be held liable for any of the Content provided by Members on the Site or pursuant to provision of the Services.
EMAILS AND SPAM
WELL Learning Library maintains a strict zero-tolerance anti-SPAM policy. We expressly forbid any third party from sending any sort of solicited or unsolicited promotional emails on behalf of the Company or the Site. If you believe you have received any unsolicited messages or any communication which constitutes SPAM from Us, please contact at [email protected]
The Company from time to time may implement certain marketing campaigns. All campaigns are subject to these Terms and Conditions and any additional rules or limitations set forth in such campaign and as may be amended from time to time during such campaign.
CODE OF CONDUCT
You agree that when using the Service, you shall comply with all applicable laws, rules and regulations. Additionally, you agree that you will not:
1) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2) harm minors in any way;
3) impersonate any person or entity, including, but not limited to a Company official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
5) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
8) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
12) "stalk" or otherwise harass another;
13) collect or store personal data about other users; or
14) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, any data on the Service, use of the Service, or access to the Service.
You expressly understand and agree that:
1) any material downloaded or otherwise obtained through the use of the service is done at Your own discretion and risk and that You are solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.
2) no advice or information, whether oral or written, obtained by You from Company or through or from the service shall create any warranty not expressly stated in the Terms and Conditions.
COMPANY PROVIDES THE SERVICE AND THE CONTENT TO YOU "AS IS" AND "AS AVAILABLE". COMPANY TRIES TO KEEP THE SERVICE UP, BUG-FREE AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. COMPANY DOES NOT GUARANTEE THAT THE SERVICE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE SERVICE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE COMPANY FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. USER UNDERSTANDS THAT CHROMATIC CONTENT CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. USER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY MEMBER PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR THE RECONSTRUCTION OF ANY LOST DATA. CHROMATIC CONTENT DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR MEMBER USE OF THE INTERNET. USERS USE OF THE SITE IS AT THEIR OWN RISK. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CHROMATIC CONTENT DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CHROMATIC CONTENT DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITE AND CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CHROMATIC CONTENT DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND CHROMATIC CONTENT MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. USER, AND NOT CHROMATIC CONTENT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE OR ITS CONTENT. CHROMATIC CONTENT MAKES NO WARRANTIES THAT MEMBER USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. CHROMATIC CONTENT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE CONTENT'S APPROPRIATENESS OR AUTHORIZATION FOR USE IN ALL COUNTRIES, STATES, PROVINCES, COUNTY OR ANY OTHER JURISDICTIONS. IF MEMBER CHOOSES TO ACCESS THE SITE OR USE THE SITE’S SERVICES, MEMBERS DO SO ON MEMBER OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
LIMITATION OF LIABILITY
IN NO EVENT WILL COMPANY OR ITS PROVIDERS, SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (even if Company has been advised of the possibility of such damages), AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COMPANY WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER USER OF THE SERVICE TO CONFORM TO THE CODES OF CONDUCT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (c) ANY UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION TO OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE, (e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, (f) YOUR USE OR INABILITY TO USE THE SERVICE, (g) THE COST OF PROCUREMET OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH OR FROM OUR SITE OR (h) ANY OTHER MATTER RELATED TO THE SITE.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THESE MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The Site is designed such that a User wishing to visit portions of the Site potentially including adult content will be warned that he/she must be of age because he/she is entering an "adult" area. The act of placing a web page (URL) into a temporary file on your browser so that you may return to that page at a future date directly, without passing through any pages that may have been precedent ("bookmarking") may under certain circumstances result in the bypass of these warnings. Use of such bookmarks constitutes agreement by You that such warnings may be bypassed. Bookmarking may also cause You to bypass links to these Terms and Conditions. You hereby agree that the use of such bookmarks to enter into the Site constitutes Your acceptance of the Terms and Conditions.
THIRD PARTY LINKS AND PRODUCTS
Our Services may contain images and content, including but not limited to text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by third parties.
Through or in connection with the Site and the Services, We may provide You with links to other websites, and offers for products and services of third parties. We have no control over such third party sites or over such products and services. We are not responsible for and do not endorse (a) the content of such third party sites, (b) the products or services offered by such third parties or (c) the privacy and other practices of such third parties. Nor are we responsible for the availability of such sites or products or services offered by such third parties.
You shall indemnify and hold the Company, the owners and operators of the Company and the Site as well as their members, managers, officers, directors and employees harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by the Company in connection with any claims of any kind, that result directly or indirectly from Your activities, actions, inactions, misrepresentations, breaches or falsities in connection with the Company including without limitation on the Site or via the Services. Such claims shall include, without limitation, claims in respect of any violation of law in any of the Content.
Notices by the Site to Members may be given by means of electronic messages through the Site, by a general posting on the Site, or by electronic mail or mobile messaging. Notice or communications by Members or Users to Company shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications, inquiries, questions, complaints, cancellations or notices regarding the site must be directed to WELL Learning Library at: [email protected]
THE PARTIES CONSENT AND STIPULATE THAT THE EXCLUSIVE VENUE OF ANY ARBITRATION PROCEEDING AND OF ANY OTHER PROCEEDING UNDER THIS AGREEMENT SHALL BE LOS ANGELES COUNTY, CALIFORNIA (the “Agreed Venue”). For this purpose, the Parties also expressly consent to personal jurisdiction in the Agreed Venue. Any controversy or claim arising out of or relating to the Company, the Site, the Services or these Terms and Conditions shall first be resolved by good faith discussions between the parties. If the dispute is unable to be resolved, the dispute must be settled by arbitration administered by the American Arbitration Association. The location of the arbitration proceeding shall be Tampa, California. The number of arbitrators shall be three. California law shall apply. Judgment of the award may be entered in any competent court. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. The arbitrators shall have no authority to award punitive damages or injunctive relief. The cost of the arbitration proceeding shall be paid by the unsuccessful party. The arbitrators will be entitled to award the arbitration fees and expenses as damages in his/her discretion. This section shall survive the termination or cancellation of these Terms and Conditions. In the event that such controversy or claim results in a lawsuit, the venue of such lawsuit shall be Los Angeles County, California. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
MERGER & INTEGRATION
These Terms and Conditions comprise the entire agreement between the Company and you, superseding any prior agreements between the Company or any predecessor company and you.
If any provision of these Terms and Conditions shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any of these Terms and Conditions are invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
HEADERS AND FOOTERS
Headers and Footers of sections in these Terms and Conditions are included for convenience only and shall not be used to interpret these Terms and Conditions.
No failure or delay on the part of Company in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles thereof relating to conflict of laws.
BY USING THE SERVICE AND COMPANY’S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS IN THEIR ENTIRETY, AND THAT YOU AGREE TO BE BOUND BY THEM.