Online Course Agreement

Last updated March 25, 2024

THE AGREEMENT: This Course Agreement (hereinafter, “Agreement”) is made by and between Spanglish Language Solutions, LLC, a limited liability company, organized under the laws of the state of Louisiana, hereinafter referred to as “Course Provider,” and you, further defined below, as a participant in the Course, also defined below. 

All parts and sub-parts of this Agreement are specifically Incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the Course (all collectively referred to as “Course”) and any services provided by or on this Course Provider through the Course (“Services”) and/or on the Course Provider’s website (“Website”).

For purchases via our Website, by clicking on the “Accept” button you agree to the terms of this agreement which will bind you. If you do not agree to these terms and conditions you must cease to continue to purchase any Services from us.

Article 1 – DEFINITIONS:

1. The parties referred to in this Agreement shall be defined as follows:

1. I)  Course Provider, us, we: Course Provider, as the creator, operator, and publisher of the Course, is responsible for providing the Course publicly. Course Provider, us, we, our, ours and other first-person pronouns will refer to the Course Provider, as well as, if applicable, all employees and affiliates of the Course Provider.

1. II) You, the user, the participant: You, as the participant in the course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

III) Parties: Collectively, the parties to this Agreement (Course Provider and You) will be referred to as Parties.

Article 2 – ASSENT & ACCEPTANCE

Course Provider shall provide access to the Course (including the course features) listed on the Website. By purchasing and participating in the Course, you warrant that you have read and reviewed this Agreement and that you agree to be bound by all policies and procedures in it, including those incorporated by reference (if any). If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately. If you do so after purchase, you will not be entitled to any refund. Course Provider only agrees to provide the Course to you if you assent to this Agreement.

If you purchase multiple Courses, each course will be treated by us as a separate offer to purchase. Acceptance of your offer to buy one or more course will not be accepted by us as your offer to purchase any other courses which make up your order.

Article 3 – AGE RESTRICTION

You must be at least 18 (eighteen) years of age to use this Website, participate in the Course or access any Services contained herein. By participating in the Course, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Course Provider assumes no responsibility or liability for any misrepresentation of your age.

Article 4 – LICENSE TO USE WEBSITE & ACCESS COURSE AND COURSE MATERIALS:

We may provide you with certain information as a result of your purchasing and accessing of the Course through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course (“Materials”). Subject to this Agreement, we grant you a single use, non-exclusive, limited, non-transferable and revocable license to access, view, and use the Course and Materials solely in connection with your participation in the Course and your use of the Website. The Materials may not be used for any other purpose. You are granted the right to download, store and print single copies of items comprising the Course. All ownership rights in the intellectual property related to the Course remain with Course Provider and you may not use or reproduce any of the content in any manner, without the express written consent of Course Provider. Any violation of the copyright or trademark rights of Course Provider shall result in immediate termination of access to the Course without refund. This license terminates upon your completion of the Course, your cessation of the use of the Course or the Website, or at the termination of this Agreement.

You agree not to use the Course or the Website to: 

(a) Do anything that violates local, state, national, or international law or breaches any of your contractual obligations of fiduciary duties; 

(b) Violate Company’s intellectual property;

(c) Attempt to access any other user’s account;

(d) Reproduce, transfer, sell, resell, or otherwise misuse any Course, unless specifically authorized to do so:

(e) Access, tamper with the Company’s systems;

(f) Break or circumvent our authentication or security measures or otherwise test the vulnerability of Course Provider’s systems or networks, unless specifically authorized to do so;

(g) Try to reverse engineer any portion of our Courses;

(h) Try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing;

(i) Use any functionality of the Website for anything other than for completing online courses or for pedagogical purposes; and

(j) Impersonate or misrepresent your affiliation with any person or entity

Article 5 – COURSE TERMS

After purchasing the Course, you may not be able to begin until the specified Course Start Date. You must complete the Course by the specified Course End Date. Whether or not the Course has been completed by the specified Course End Date, it will expire the following amount of time after purchase: at the conclusion of the Course Meeting.

After the completion of the Course, you will receive a certificate evidencing your participation in, and completion of, the Course.

The Course and any of its accompanying Materials may not be shared with any party. We reserve the right to revoke access and use of any Course at any point in time in the event that we decide or are obligated to disable access to the Course due to legal or policy reasons, for example, if the Course you enrolled in is the object of a copyright complaint or if we determine your use of the Course is in breach of this Agreement, such as if we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any party. We reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

You may not access or use any Course on the Website or create an account for unlawful purposes. Your use of the Course and behavior on our Website must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that apply to you. You understand and agree that the Course material may not be shared, copied, and/or distributed to third parties. Course Provider reserves the right to terminate your access to the Course in its sole discretion if the Course Provider suspects that you have shared the log-in information with a third party.

You accept that you will not have any recourse against Course Provider if the Website and/or any Course is down, either for planned or unplanned maintenance.

The Website may enable you to share your content, such as homework, posts you make in the forums, and the like (“User Content”). To the extent that you provide User Content, you grant Course Provider a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. We reserve the right to remove and modify User Content for any reason, including User Content that we believe violates this Agreement.

We do not offer any promises or guarantees with regard to our Course or Course Materials. You hereby acknowledge and agree:

1. You are solely and exclusively responsible for the choices that you make with regard to this Course, the Materials contained within it, or any significant changes to your business or life;
2. You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;
3. We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course;
4. This Course does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.

 Article 6 – INTELLECTUAL PROPERTY

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce, distribute, and/or otherwise broadcast the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

Neither the Company nor any of its directors, employees, or agents warrant that the Course and/or Website will be uninterrupted or error-free, or give any warranty as to the results to be obtained from the use of the Course and/or Website.. In no event will the Company or its directors, employees, or agents be liable to you for any damage, (including, but without limitation, special, incidental, or consequential damage)  arising from the use of, or inability to use (for whatever reason), the Course and/or Website, including but not limited to damages resulting from loss of data or loss of profits.

Article 7 – CONTENT YOU POST

Through your participation in the Course and our use of the Website, you may be permitted to post materials to the Course page and other parts of the Website (“User Contributions”). You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. This Course Provider claims no further proprietary rights in your User Contributions.

You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.

If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.

Article 8 – YOUR OBLIGATIONS

As a participant in the Course, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Course. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.

The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

OBLIGATIONS: As a participant in the Course, you will be asked to undertake and complete the following obligations: Course assignments

Article 9 – PAYMENT & FEES

By selecting a Course on the Website, you agree to pay the Company the fees indicated for that Course. As noted above, the total Fees for the Course are as follows: varies by Course.

Payment processing related to the Course is performed by either the Company directly or by the Company’s affiliates on behalf of the Company depending on the type of payment method used.

You agree to pay all fees or charges to your Account in accordance with the Fees, charges and billing terms in effect at the time a Fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide the Company with valid payment information in connection with your orders. By providing the Company with your payment information, you agree that

(i) the Company is authorized to immediately invoice your Account for all fees and charges due and payable to the Company hereunder,

(II) the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and 

(III) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify the Company of any change in your payment information. The Company reserves the right at any time to change its prices and billing methods. If payment cannot be charged to your payment card or your payment is returned for any reason, the Company reserves the right to either suspend or terminate your access to the Course(s).

When you provide payment information to the Company or to one of its payment processors, you represent to the Company that you are the authorized user of the card, PIN, key, or account associated with that payment, and you authorize the Company to charge your credit card or to process your payment with the chosen third-party payment processor for any Membership, Product, or other fees incurred by you. The Company may require you to provide your address or other information to meet its obligations under applicable tax law.

If your use of the Course on the Website is subject to any type of use or sales tax or VAT, then the Company may also charge you for those taxes, in addition to the other fees published for that Course on the Website.

The entirety of the Fees are due and payable upon your registration in the Course. No payment plans or installment plans are available.

Article 10 – ACCEPTABLE USE

You agree not to use the Course of the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course in any way that could damage the Course, Website, Services, or general business of the Course Provider.

1. You further agree not to use the Course or the Website:
   1. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
   2. To violate the intellectual property right of the Course Provider or any third party;
   3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another
   4. To perpetrate any fraud;
   5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
   6. To publish or distribute any obscene or defamatory material;
   7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;
   8. To unlawfully gather information about others.

Article 11 – AFFILIATE MARKETING & ADVERTISING

We engage in affiliate marketing whereby we receive a commission on or a percentage of the sale of goods or services on or through the Course and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

Article 12 – NO LIABILITY

The Company is not responsible for any suspension or interruption of the Course and/or the Website or any other part of the system due to force majeure and other factors.

The Company does not guarantee that the system is stable and uninterrupted.

The Company will only provide you with the service based on its current function and current status and reserves the right to modify all or part of each service function at any time.

Although the Company will use reasonable efforts to keep the Website and the Courses available and the information on the Website and Courses reasonably accurate, the Company make no representations about suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Website for any purpose. All such information, software, products, services and related graphics are provided “as is”. The Company disclaims all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability fitness for a particular purpose, title and non-infringement.

Whilst the Company uses our best endeavors to ensure all your data are secure and complete in the servers, we will not be liable for loss of profits or of contracts, loss of data, damage to your computer hardware or software, loss of business, loss of goodwill or reputation, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of use, and/or consequential loss arising out of or in connection with this website or the information or data contained in it.

The Course and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website.

Article 13 – REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

1. Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Course or Website;
2. Violate the security of the Course or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

Article 14 – DATA LOSS

We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course or use of the Website is at your own risk.

Article 15 – INDEMNIFICATION

You agree to defend and indemnify the Course Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, liabilities, expenses, and damages, including reasonable attorney’s fees, which may arise from or related to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.

Article 16 – SPAM POLICY

You are strictly prohibited from using Course for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

Article 17 – MODIFICATION & VARIATION

We may, from time to time and at any time without notice to you, modify the Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court or law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

Article 18 – ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Article 19 – SERVICE INTERRUPTIONS

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

Article 20 – TERM, TERMINATION & SUSPENSION

You agree that the Company, in its sole discretion, may terminate your use of the Course and/or Website or your participation in it, for any reason or no reason, upon notice to you. It is Company’s policy to terminate in appropriate circumstances the accounts of the user of the Website who are repeat copyright infringers. The Company reserve the right at any time in their sole discretion to cancel, delay, reschedule or alter the format of any Course offered through the Website, or to cease providing any part or all of the Website content or related services, and you agree that the Company will have no liability to you for such an action. If you no longer desire to participate in the Course and/or the Website, you may terminate your participation at any time. The rights granted to you hereunder will terminate upon any termination of your right to use the Website, but the other provisions of the Agreement will survive any such termination.

We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or third-party, failing to comply with applicable laws or other legal obligation, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us.

Article 21 -NO WARRANTIES

You agree that your participation in the Course and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an “As Is” basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Course or Website will meet your needs or that the Course or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Course or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.

Article 22 – LIMITATION ON LIABILITY

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of Course Provider arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

Article 23 – GENERAL PROVISIONS

1. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
2. JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of Louisiana shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of he state and federal courts of the following county: East Baton Rouge Parish, Louisiana. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of the venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
3. ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: East Baton Rouge Parish. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Louisiana. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations, intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement, with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
4. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by Course Provider, the rights and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.
5. SEVERABILITY: If any part or sub-part of this Agreement is or becomes invalid, illegal, or unenforceable by a court of law or competent arbitrator, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant part or sub-part shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. The remainder of this Agreement shall continue in full force. If there is any conflict between our Website Disclaimer, this Agreement, and any Course Specific Terms and Conditions which might apply to a specific Online Course or Taught Course, then the conflict shall be resolved by applying the following order of priority: (1) Course Specific Terms and Conditions; (2) This Agreement; (3) Website Disclaimer.
6. NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
7. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
8. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties. Each Party confirms it is acting on its own behalf of any other person
9. FORCE MAJEURE: Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which the performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the Party not affected may terminate this Agreement by giving written notice of one (1) week to the affected Party.
10. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: mas@spanglishls.com.
11. VARIATION: No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
12. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
13. RIGHT TO THIRD PARTIES: A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.

Article 24 – GOVERNING LAW

The parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith.

This document is governed by and are to be construed in accordance with the laws of Louisiana applicable therein.

Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Louisiana (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.

Article 25 – NOTICES

Any notice so served by hand, e-mail or post shall be deemed to have been duly given:

1. In the case of delivery by hand, when delivered;
2. In the case of fax or electronic mail on a Business Day prior to 5:00pm, at the time of receipt;
3. In the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting; or
4. If sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee’s email address is wrong or that the message cannot be delivered).

Provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

The addresses of the Company for the purpose of any contact is as follows:

Mailing Address

Spanglish Language Solutions, LLC

201 Rue Beauregard Suite 202

Lafayette, Louisiana 70508

United States of America

Email Address

mas@spanglishls.com