This writing outlines the intended legal relationship between Teaching Matters (the “COMPANY”) and you (the “CLIENT”). The writing (the “AGREEMENT”) is intended to govern and control your purchase of PA Educator Master Course One (the “PROGRAM”) from the COMPANY.
The COMPANY and the CLIENT are the intended parties (the “PARTIES”) to this AGREEMENT.
ACCEPTING THESE TERMS
As the CLIENT, you are entering into a legally binding agreement with Teaching Matters, an educational company registered in the state of California according to the following terms and conditions, when you do any of the following:
Click “I Agree”
With this acceptance, the PARTIES agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or e-mailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy.
This AGREEMENT is executed and valid, when the CLIENT accepts these terms (electronically, verbally, written, and or otherwise).
The terms of this AGREEMENT are binding on any additional goods and or services supplied by the COMPANY to the CLIENT.
PARTIES agree that the PROGRAM is in the nature of Education and Faculty Development for Physician Assistants.
The scope of services provided by COMPANY according to this AGREEMENT is limited to those listed on the COMPANY’s website, or as part of the PROGRAM. COMPANY reserves the right to substitute services equal to or comparable to the PROGRAM for the CLIENT if the need arises, without prior notice.
The term “Confidential Information” means INFORMATION WHICH IS NOT GENERALLY KNOWN TO THE PUBLIC RELATING TO THE CLIENT’S BUSINESS OR PERSONAL AFFAIRS.
COMPANY agrees not to disclose, reveal, or make use of any Confidential Information learned of through its transactions with CLIENT during discussions and interactions with CLIENT, or otherwise, without the written consent of the CLIENT.
COMPANY shall keep the Confidential Information of the CLIENT in the strictest confidence and shall use its best efforts to safeguard the CLIENT’s Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.
NO TRANSFER OF INTELLECTUAL PROPERTY
COMPANY’s copyrighted and original materials are provided to the CLIENT for his or her INDIVIDUAL USE ONLY and under a limited single-user license.
CLIENT is not authorized to use any of the COMPANY’s intellectual property, trademarks and or copyrights, for any purpose. CLIENT is not authorized to share, copy, distribute, or otherwise disseminate any materials received from COMPANY electronically, or otherwise without the prior written consent of the COMPANY.
The COMPANY agrees and allows the CLIENT to make one (1) printed physical copy of the provided materials for the CLIENT’s personal use.
ALL INTELLECTUAL PROPERTY, INCLUDING COMPANY’S COPYRIGHTED COURSE MATERIALS, SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY. NO LICENSE TO SELL OR DISTRIBUTE COMPANY’S MATERIALS IS GRANTED OR IMPLIED.
To the extent that the CLIENT interacts with COMPANY staff and or other clients, the CLIENT agrees to behave professionally, courteously, and respectfully with staff and clients at all times. CLIENT agrees that failing to follow course rules is cause for termination of this AGREEMENT. In the event of such a termination, the CLIENT is not entitled to recoup any amounts paid and remains responsible for all outstanding amounts of the Fee.
In the event that a dispute arises between the PARTIES or a grievance by the CLIENT, the PARTIES agree and accept that the only venue for resolving such a dispute is the venue identified below. PARTIES further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this AGREEMENT.
USE OF PROGRAM MATERIALS
NO RESALE OF SERVICES PERMITTED
CLIENT agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the PROGRAM including materials, use of the PROGRAM, or access to the PROGRAM. This AGREEMENT is not transferable or assignable without the COMPANY’s prior written consent.
If the CLIENT is (1) behind in payment, or (2) otherwise in default of this AGREEMENT, then full payment is immediately due and the CLIENT is barred from using any of COMPANY’s services. COMPANY is allowed to immediately collect all Fees from the CLIENT and stop providing further services to the CLIENT.
CLIENT agrees to pay COMPANY the stated fee (the “FEE”) according to the payment terms:
COMPANY agrees to provide a 100% refund of the Fee paid by CLIENT according to these terms:
CHARGEBACKS & PAYMENT SECURITY
To the extent that the CLIENT provides COMPANY with credit card(s) information for payment of Fee on CLIENT’s account, COMPANY is authorized to charge the CLIENT’s credit card(s)for any unpaid charges on the dates agreed to in the Payment Schedule.
CLIENT shall not make any chargebacks to COMPANY’s account or cancel the credit card that is provided as security without COMPANY’s prior written consent. The CLIENT is responsible for any fees associated with recouping payment and collection fees associated with the chargeback. CLIENT shall not change any of the credit card information provided to the COMPANY without notifying COMPANY in advance.
In the event of any conflict between the provisions contained in this AGREEMENT, any marketing materials used by COMPANY, COMPANY’s representatives, or employees, the provisions in this AGREEMENT control.
This AGREEMENT is the entire AGREEMENT between the PARTIES relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations, and understandings, oral or written. Modification to this AGREEMENT is by a writing signed by both PARTIES.
LIMITATION OF LIABILITY
By using COMPANY’s services and enrolling in the PROGRAM, the CLIENT releases COMPANY, its officers, employees, directors, and related entities from any and all damages that may result from his or her participation in the PROGRAM. The PROGRAM provides Education and Faculty Development for Physician Assistants. CLIENT accepts any and all risks, foreseeable or non-foreseeable arising from the PROGRAM.
Regardless of the previous paragraph, if COMPANY is found to be liable, the COMPANY’s liability to the CLIENT or to any third party is limited to the lessor of:
(a) The total amount of money CLIENT paid to COMPANY in the one month prior to the action giving rise to the liability, or
(b) 60% of the purchase price
All claims against the COMPANY must be filed with the entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever. CLIENT agrees that COMPANY will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of COMPANY’s services or enrollment in the PROGRAM.
CLIENT agrees that the use of COMPANY’s services is at the CLIENT’s own risk.
COMPANY recognizes and agrees that all of the COMPANY’s shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the COMPANY.
CLIENT shall defend, indemnify (insure and protect), and hold harmless the COMPANY, COMPANY’s shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of their relationship with the PROGRAM.
These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this AGREEMENT.
Any expenses or liabilities that result from a breach of this AGREEMENT, sole negligence, or willful misconduct by the COMPANY, COMPANY’s shareholders, Trustees, Affiliates, or Successors are excluded from indemnification.
DISCLAIMER OF GUARANTEE
CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS 100% RESPONSIBLE FOR HIS OR HER PROGRESS AND RESULTS FROM THE PROGRAM. CLIENT ACCEPTS AND AGREES THAT HE OR SHE IS THE ONE VITAL ELEMENT TO THE PROGRAM’S SUCCESS AND THAT COMPANY CANNOT CONTROL CLIENT.
COMPANY makes no representations or guarantees verbally or in writing regarding the performance of this AGREEMENT other than those specifically stated. COMPANY and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. COMPANY makes no guarantee or warranty that the PROGRAM will meet the CLIENT’s requirements or that all CLIENTs will achieve the same results.
CHOICE OF LAW/VENUE
This AGREEMENT is governed and interpreted in accordance with the laws of the State of California without giving effect to any principles of conflicts of law.
The PARTIES agree to submit any dispute or controversy arising out of or relating to this AGREEMENT to arbitration in the State of California, West Sacramento according to the rules of the American Arbitration Association. The arbitration is binding upon the PARTIES and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this AGREEMENT.
The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to the payment of Fees owed set forth in this AGREEMENT, and any other provisions that by their sense and context the PARTIES intend to have survive shall survive the termination of this AGREEMENT for any reason.
If any of the parts or provisions contained in this AGREEMENT are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the AGREEMENT.