Course Agreement & Terms of Service
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The following are the terms and conditions (“Terms”) for enrollment and participation in the Top Student Academy: Platinum Level Course ("Course") between Orenda Learning Inc. (sometimes referred to herein as “School,” “we” and/or “us”) and you (either individually, or on behalf of a Minor, as further defined below) (hereinafter referred to as “you”). The Course is offered to you conditioned on your acceptance of these Terms without modification of the provisions contained herein. BY COMPLETING THE [PAYMENT/APPLICATION/REGISTRATION] PROCESS AND CLICKING THE "[ I Agree ]" BUTTON, YOU ARE STATING THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE COURSE AND THAT YOU AGREE TO BE BOUND BY THE TERMS AS SET FORTH BELOW.
PLEASE SEE THE CLASS ACTION WAIVER AND ARBITRATION OF DISPUTES PROVISION BELOW.
1. ABILITY TO ACCEPT TERMS. You affirm that you are (A) more than 18 years of age; (B) an emancipated minor; or (C) a parent or legal guardian acting on behalf of a minor child who will be participating in the Course (a “Minor”), and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein, and to abide by and comply with the same.
2. MINORS. If you have agreed to allow a Minor to participate in the Course under these Terms, you agree that you are solely responsible for (A) assuming accountability for the conduct of the Minor throughout Minor’s participation in the Course; (B) monitoring the Minor’s access to and use of the Course Website and Content; and (C) accepting the consequences of any use of the Course Website and Content by such Minor.
3. COURSE FEE. The fee(s) for the Course (the “Course Fee”) shall be as stated on the applicable order form.
4. COURSE RESULTS. You understand that your/Minor’s success in the Course is based on several factors, including, but not limited to, your/Minor’s motivation, commitment, and actions. Since these factors differ according to individuals, SCHOOL cannot guarantee your/Minor’s success, and SCHOOL shall not be held responsible for any of your/Minor’s actions.
5. REFUND POLICY. In the event you/the Minor feel the Course is not helpful, SCHOOL provides a 60-day refund period which begins on the date of the first scheduled class of your/Minor’s course (the “Refund Period”), regardless of (i) the date on which the Course was initially purchased; and/or (ii) whether you/Minor have actually attended or participated in the Course in any way. Refunds must be requested by you during the Refund Period, at which time SCHOOL will provide a pro-rated refund of the Course Fees based on the amount of remaining time left in the Course at the time a refund is requested (the “Refund”). Refunds requested after the expiration of the Refund Period will not be honored. Once SCHOOL has processed the Refund, you/the Minor will lose access to the Course completely, including any videos or other Course content and materials you/the Minor may have already completed.
6. COURSE MATERIALS / COURSE WEBSITE / CONTENT / CONDUCT.
A. Materials that are provided by SCHOOL as part of the Course (the “Materials”) shall be delivered (i) via a course-related website for which you may be given a username and password to access the Materials (the “Course Website,” which, for purposes of these Terms, shall also include any other website(s) related to the Course, whether such website requires you to log in, or not); and/or (ii) via a download link for which you will be given a URL to download the Materials. You agree not to share your login information, any download URL, or the Content (as defined below) with anyone who did not purchase the Course.
B. You further agree that you will not sell access to the Course or duplicate, sell, and/or reproduce any of its content, including, but not limited to the Materials (collectively referred to herein as the “Content”), without prior written permission from SCHOOL.
C. Where applicable, the Course Website (including the Content) is meant for informational purposes only. It is not intended as specific legal, financial, medical, or other professional advice. Use of the information on the same shall be at your own risk.
D. Use of the Course Website, unless otherwise stated, is for your own personal, non-commercial use. You may not distribute the Content, reproduce multiple copies, or use the Content for public display or performance unless otherwise stated.
E. SCHOOL reserves the right to discontinue or modify without notice or liability, any portion of the Course, Course Website and/or Content. However, in the rare event that SCHOOL decides to discontinue the Course after you had paid for the same, SCHOOL will either fulfill the Terms hereunder for the duration of the specific term that you paid for, or in our sole discretion, SCHOOL will offer you a refund for the services that were not yet rendered. If no specific duration was specified for how long the Course will be available, the Course will be accessible to you on a lifetime basis, which means for as long as SCHOOL continues to support that version of the Course.
F. You affirm, represent, and warrant that your participation in the Course, and that any content you submit as part of your participation in the Course (if applicable) does not relate to pornography, illegal activities of any kind, occult, hate, or racism. You also represent and warrant that content you submit does not violate the intellectual property rights of third parties. SCHOOL reserves the right to make the final decision regarding what is appropriate. SCHOOL further reserves the right to remove content or terminate your account without prior notice for a violation of this provision.
G. You understand and agree to not place an unreasonable burden on the server hosting the Course Website or the Content, to not interfere with the running of the Course Website and to not attempt unauthorized access to any portion of the same.
H. You understand and agree not to provide false information about yourself, to impersonate another individual or provide misleading or false content.
I. You agree and understand that any information you disclose on any public web site, online class sessions held with other members, or a private community site hosted by SCHOOL may be used and viewed by other parties than SCHOOL. SCHOOL cannot ensure or warrant the security of any information you transmit to SCHOOL, and you do so at your own risk.
J. Please do not send any confidential or proprietary information to SCHOOL unless specifically requested by SCHOOL. Any such unsolicited information or material sent to SCHOOL by you will not be deemed confidential or proprietary. Furthermore, you agree that any ideas, suggestions, or improvements that you provide to SCHOOL about SCHOOL’s products or services shall be owned by SCHOOL and that SCHOOL is free to include such ideas in future products without compensation to you.
7. INTELLECTUAL PROPERTY. You acknowledge and agree School is the owner of all intellectual property rights in the Course. The Course, the Course Website, and the Content are protected by copyright laws.  ALL RIGHTS RESERVED. We do not grant any implied right to you or any other person and do not transfer or assign any ownership or intellectual property interest or title in or to the Course (or any part thereof) to you or anyone else. Accordingly, your unauthorized use of the Course may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes and may result in criminal or civil penalties.Â
You may not alter, delete, or conceal any copyright or other notices contained on the Course. You may not, nor will you allow any third party (whether or not for your benefit), to reproduce, modify, create derivative works from, display, perform, adapt, copy, edit, license, rent, adapt, edit, transmit, share, publish, distribute, disseminate, broadcast, or circulate to any third party (including, without limitation, on or via a third-party website), or otherwise use, the Course or its content without our express prior written consent.
All trademarks, service marks, and trade names used with the Course are proprietary trademarks of School. Except as otherwise permitted by these Terms of Use, they may not be used (including, without limitation, as domain names or account identifiers) without our prior express written permission.
8. THIRD PARTY REFERENCES / HYPERLINKS. The Course Website may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of SCHOOL, and you acknowledge that SCHOOL is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators.
9. CONTACTING SCHOOL. If you need to contact SCHOOL, you may do via (A) email to [email protected].
10. DISCLAIMER OF WARRANTIES. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE COURSE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE COURSE AND CONTENT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SCHOOL AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT CONTAINS NO TYPOGRAPHICAL OR OTHER ERRORS ; THAT THE COURSE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE COURSE WEBSITE AND CONENT ARE SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
11. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES SHALL SCH
OOL OR ITS AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE COURSE WEBSITE AND/OR THE CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SCHOOL’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. Any provision herein to the contrary notwithstanding, the maximum liability of SCHOOL to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Content delivered to you hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to SCHOOL by you for the Course and/or Content whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of SCHOOL arising out of these Terms. The parties acknowledge that the limitations set forth in this section are integral to the amount of consideration levied in connection with the Course Website and Content and any services rendered hereunder and that, were SCHOOL to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
12. INDEMNIFICATION. Upon a request by SCHOOL, you agree to defend, indemnify, and hold SCHOOL and its other affiliated companies harmless, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your misuse of the Course Website and/or Content.
13. SEVERABILITY AND INTEGRATION. Unless otherwise specified herein, these Terms constitute the entire agreement between you and SCHOOL with respect to the Course, Course Website, and/or Content, and supersedes all prior or contemporaneous communications between you and SCHOOL with respect to the same. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
14. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Nevada. You hereby consent to binding arbitration in the State of Nevada to resolve any disputes arising under this Course Agreement, as set forth in more detail herein.
15. ARBITRATION OF DISPUTES
Except for payment/collection issues or infringement of School’s intellectual property, which can be heard by a court of competent jurisdiction, the parties agree that any dispute or claim in law or equity arising between them regarding the use of this web site or these Terms and Conditions, including any dispute regarding the enforceability or applicability of this arbitration provision, shall be decided by neutral, binding arbitration conducted in Nevada, the United States. The arbitrator shall be a retired judge, justice, or an attorney with at least ten (10) years of legal experience relating to the subject matter of this Agreement, unless the parties mutually agree otherwise, who shall render an award in accordance with the substantive laws of Nevada. In all other respects, the arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, subject to the parties being allowed limited discovery. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.
NOTICE: BY PURCHASING THE COURSE AND USING THE COURSE WEB SITE YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE ANYHOW PURSUANT TO A COURT ORDER. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IF YOU DO NOT WISH TO AGREE TO ARBITRATION, THEN YOU MAY NOT USE THIS COURSE OR COURSE WEBSITE.
16. CLASS ACTION WAIVER. ARBITRATION OR ANY OTHER LEGAL ACTION ARISING IN CONNECTION WITH THE COURSE WEBSITE AND/OR CONTENT, OR THIS COURSE AGREEMENT MUST BE ON AN INDIVIDUAL BASIS, WHERE ALLOWED BY APPLICABLE LAWS. THIS MEANS NEITHER YOU NOR SCHOOL MAY JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
17. ATTORNEYS’ FEES. In any dispute, action, proceeding, or arbitration regarding the Course, Course Website, Content, or these Terms, including the enforcement of any provision herein, the party prevailing in such action or proceeding shall be entitled to recover, in addition to any other award of damages or other remedies, its reasonable attorneys’ fees, costs, and expenses (including, without limitation, expenses for expert witnesses and all reasonable attorneys’ fees, costs and expenses upon appeal).
