Terms and Conditions
Best Delegate LLC
Terms and Conditions
Last Modified: August 18, 2020
Your purchase and use of education programs (“Program” or "Programs") offered by Best Delegate LLC (“Best Delegate,” “Company,” "Service Provider," “we,” “us” or “our”), are subject to these terms and conditions (the “Agreement”), and you irrevocably agree to comply with this Agreement, as updated from time to time in our sole discretion.
We provide access to Instructors (“Instructors”), who, upon full compliance with these terms and condition, and payment of appropriate fees, will provide teaching services to you (collectively the, “Services”). For these purposes, “you” and “your” include you, all persons using or accessing the Services.
We engage in due diligence to ensure Instructor’s compliance with applicable law, qualification to act as Instructors and lack of criminal history. In the course of such diligence, we may rely on information provided by third party services. We do not control, are not responsible for, and assume no liability for any inaccuracies or misrepresentations in the information provided by such third party services. Nor do we endorse any such services.
GENERAL TERMS AND USAGE RESTRICTIONS
Included in the purchase price for the Services are digital versions of books and other materials (“Digital Materials”). Further, the purchase price of the Services may include access to, but is not limited to, lectures, recordings, visual and audio aids, content, copyrights, trademark rights and other intellectual property rights (collectively “Content”). Your access to and use of Digital Materials and Content is subject to these terms and conditions.
To the extent you need to download software or documentation to access services or materials in connection with your Program, Best Delegate grants you a limited, non-exclusive, non-assignable, non-transferable right and license solely for use with the purchased Services, and only for your personal, non-commercial use. All Content and Digital Materials that you will receive or to which you will have access to in relation to your Program are the exclusive property of Best Delegate. You agree not to disclose, reproduce, sell or distribute to any third party any information, written or spoken, including course materials, obtained from Best Delegate in connection with the Program.
Student may be requested to provide, and does provide, comments, feedback, plans, ideas, notions, techniques, know-how, reports, suggestions, data or other information, in any form, and Student’s name, image, voice, characterization, signature now used or hereafter to be used, photograph, video and audio representation, depiction, likeness, and elements or attributes of Recipient’s persona, identity or personality, and all common law and statutory rights in the foregoing (collectively, the “Feedback”).
Customer gives Service Provider permission to use photos, audio, and video footage of the student both during the program and thereafter for any lawful purpose, including educational and promotional purposes. Customer hereby assigns all intellectual property rights in the Feedback, including that from the Student, to Service Provider. To the extent Feedback or any other information provided by Customer, including on behalf of Student, to Service Provider is not assignable under applicable law, Customer, individually and on behalf of Student, hereby grants Service Provider a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, with the right to sublicense, authorize the granting of sublicenses and use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Feedback or any other information provided by Student to Service Provider in any medium or format, whether now known or later developed, throughout the world, to exploit and exercise any and all rights to the Feedback, and hereby waives any rights of enforcement against any rights which cannot be assigned, including, without limitation any so-called artist’s rights or moral rights.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer or Student under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services (collectively, the "Deliverables") shall be owned by Service Provider.
All Programs are delivered via online platforms (collectively, the "Platforms"). You agree to reads the Terms and Conditions and Privacy Policies of these Platforms. You agree to comply with the Terms and Conditions of these Platforms.
In accessing the Services, you may be required to create a formal account to access certain portions of the Program, pay the agreed-upon fees, and maintain a username and password. You shall maintain the confidentiality of your username and password. You further agree not to share your online Program password or to otherwise allow any other person to use the Services purchased by you.
If you are under the age of consent in your jurisdiction, or otherwise under the age of 18, we may provide access to your account to your legal guardians or otherwise authorized adults.
You are solely responsible for all service, telephony, internet, data and/or other fees and costs associated with your access to and use of the Services and for obtaining and maintaining all telephone, computer hardware and other equipment required for such access to Instructors. We make no representation on uptime or quality of connection with Instructors.
PAYMENTS, CANCELLATION, AND REFUND POLICY
In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Upon enrollment in the Services, Customer shall pay all amounts in full to Service Provider.
Following enrollment in a Program, Customer may elect to cancel their enrollment in that Program up until the enrollment deadline for that Program. Customer may send an e-mail to email@example.com to notify Service Provider of cancellation. At the Service Provider's sole discretion, Service Provider shall offer a refund to Customer, or offer to transfer Customer's enrollment to another Program.
After the enrollment deadline for a Program has passed, all fees paid by Customer will be considered full, final, and non-refundable. At the Service Provider's sole discretion, Service Provider shall offer store credit to Customer, subject to terms and conditions to set by Service Provider, or offer to transfer Customer's enrollment to another Program.
DIGITAL MILLENNIUM COPYRIGHT ACT
Best Delegate is an online “service provider” as that term is defined in 17 U.S.C. § 512(k) of the Digital Millennium Copyright Act of 1998 (the “DMCA”). For these purposes, you agree that we offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a user, of material of the user’s choosing, without modification to the content of the material as sent or received; or provide online services or network access, or the operator of facilities therefore.
NOTICE OF ALLEGED INFRINGEMENT
We designated an agent to receive notice of any claimed copyright infringement. The designated agent (“Agent”) for this purpose is as follows:
9 W. Broad St., Suite 550
Stamford, CT 06902
If you own a copyright to any content contained within any content uploaded to our websites, you may submit a notification to Best Delegate pursuant to the DMCA by providing our Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Best Delegate to locate the material;
- Information reasonably sufficient to permit Best Delegate to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
You acknowledge that if you fail to comply with all of the requirements, your notice may not be sufficient to provide us with actual knowledge of circumstances from which infringing activity may be apparent.
If you believe that the material or content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notification to the Agent that includes the following:
- Your signature, either physically or electronically;
- Your identification of any removed items or materials or presently inaccessible and the last known location where the material was available before being disabled;
- A legally admissible statement, provided under the penalty of perjury, that in good-faith, you reasonably believe that content or material was made inaccessible by accident or mistake; and
- Your contact information, including your name, address, email address, telephone number, and your written consent to the jurisdiction of the federal court located in the State of New York and a statement acknowledging your acceptance of service of process from the party alleging the infringement.
If a counter-notification is received by the Agent, we may send a copy of the counter-notification to the original complaining party informing that person that it may replace the removed content or material, or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the provider of the content or material, the removed content or material may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notification, at our sole discretion.
ACCEPTABLE USER ACTIVITY ON THE WEBSITE
To the maximum extent permitted by applicable law, you acknowledge and agree that all right, title, and interest in any content or information you submit, irrespective of the manner of such submission, to Best Delegate (collectively, “User Submissions”) will be and remain the exclusive property of Best Delegate at no additional fee, charge, cost, or expense to us. Best Delegate hereby retains the unrestricted right to use and to grant third parties the right to use the User Submissions in any manner and for any purpose in its sole discretion.
In the event that you provide any User Submissions, you make the following additional representations and warranties to Best Delegate: (1) you either own all information contained in the User Submission transmitted to the Website or you possess all approvals licenses and permissions necessary to do so; (3) the User Submission does not infringe or misappropriate any intellectual property or other rights of any third parties, and such User Submission does not contain another’s personally identifiable information without their consent or approval; (4) Best Delegate, by using your User Submissions, will not be damaged in any way or harm other third parties; and (5) all information transmitted in the User Submissions are complete, true and accurate.
You are solely liable for any User Submissions you transmit to Best Delegate or post on the Website. In no event shall Best Delegate be responsible in any manner or capacity from any User Submissions. Additionally, you agree that Best Delegate accepts no liability whatsoever from declining, denying or not accepting any of your User Submissions or from removing, deleting, altering or modifying any User Submissions for any reason at any time. Please note that other users of this Website may be able to access and use your User Submissions in accordance with the terms and conditions of this Agreement.
USER SUBMISSIONS AND ANY UNDERLYING CONTENT TO THE USER SUBMISSIONS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. BEST DELEGATE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER SUBMISSIONS OR ITS ACCURACY, COMPLETENESS OR RELIABILITY. Best Delegate is under no duty or obligation to check the Website for any offensive or controversial User Submissions. If Best Delegate chooses to monitor the Website, in its sole discretion, Best Delegate is still not responsible for any User Submissions, and shall remain under no duty or obligation to alter or delete any User Submissions.
This Website is not a data storage, archive, warehouse service or mechanism to store and/or maintain any User Submissions. Best Delegate is not liable to you or any third parties for any damage, loss or destruction of any User Submissions.
You hereby represent and warrant to Best Delegate that: (a) you (i) are over the age of eighteen (18) or (ii) received the appropriate legal parental or guardian approval or consent to be bound by the terms and conditions of this Agreement; (b) The information you provide to Best Delegate or the Website is truthful, accurate and complete in all material respects; (c) if applicable, you agree that your registration details with Best Delegate will remain complete and accurate, including, without limitation, your legal name, email address and any other information Best Delegate may reasonably require or need; (d) your performance of your applicable obligations under this Agreement will not be considered a violation of any other obligation you are bound by or required to comply with; (e) you will immediately inform Best Delegate if you know or have reason to know that the confidentiality of your registration detail have been compromised; (f) you will not use the Website to conduct business intelligence activities; and (g) if you act on behalf of anyone other than yourself, you ensure that you have all rights, approvals and/or permissions necessary to do so in connection with any activity with this Website.
RELEASE / INDEMNIFICATION
You hereby unconditionally agree to release Best Delegate, including its respective officers, directors, members, managers, employees and agents, from any and all liability in connection with or arising from your use of the Website, use of User Content provided by you or breach of any policies, procedures, terms, conditions and guidelines on the Website.
EXCLUSION OF WARRANTIES / DISCLAIMER
Best Delegate makes no representations or warranties with regard to the usability, effectiveness, operation or performance of its Website or any functionality associated with the Website. No guaranties are made by Best Delegate that the Website will operate as expected, foreseen or intended.
THE WEBSITE, INCLUDING ANY ASSOCIATED CONTENT AND MATERIALS THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE AND ITS RELATED CONTENT AND MATERIALS ARE AT YOUR SOLE RISK AND EXPENSE AT ALL TIMES.
BEST DELEGATE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE WEBSITE INCLUDING ANY ASSOCIATED CONTENT AND MATERIALS THEREWITH, OR THAT THE QUALITY OF THE FOREGOING WILL MEET YOUR EXPECTATIONS. BEST DELEGATE EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SUITABILITY, AND ANY OTHER WARRANTY THAT THE WEBSITE, INCLUDING ANY ASSOCIATED CONTENT AND MATERIALS THEREWITH, WILL BE PROVIDED OR MAINTAINED IN ANY MANNER TO BE WITHOUT ANY ERRORS OR THAT SUCH ERRORS WILL BE REMEDIED BY BEST DELEGATE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT SHALL BEST DELEGATE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, DATA LOSS, DATA DESTRUCTION OR ANY OTHER PECUNIARY LOSS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF BEST DELEGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN SITUATIONS. THE CUMULATIVE LIABILITY OF BEST DELEGATE TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO BEST DELEGATE BY YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY.
This Agreement may not be assigned by you to any other party without Best Delegate’s prior written consent, but is nevertheless binding on your assignees, heirs and personal representatives.
GOVERNING LAW AND OTHER MISCELLANEOUS TERMS
This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement is governed by, and is to be construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND WHATSOEVER AGAINST THE OTHER PARTY IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ALL EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THIS AGREEMENT, AND ALL CONTEMPLATED TRANSACTIONS, INCLUDING CONTRACT, EQUITY, TORT, FRAUD AND STATUTORY CLAIMS, IN ANY FORUM OTHER THAN THE FEDERAL OR STATE COURTS IN THE STATE IN WHICH SERVICE PROVIDER MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS, AND ANY APPELLATE COURT FROM ANY THEREOF. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES TO BRING ANY SUCH ACTION, LITIGATION OR PROCEEDING ONLY IN SUCH COURTS. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING IS CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
If any action at law or in equity is necessary to enforce the terms of this Agreement, Best Delegate will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting and construing this Agreement.
If the performance of any part of this Agreement by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.
This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to our Websites, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Website. If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision. As so reformed or modified, the court shall fully enforce this Agreement. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
Best Delegate makes no representation that our Websites or any other materials or information on or in connection with the Website are appropriate to or available in locations outside of the United States. You may not use our Websites or export contents in violation of United States export laws, regulations or restrictions. If you access our Websites from outside of the United States, you are responsible for compliance with all applicable laws.