PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (“TERMS AND CONDITIONS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY UTILIZING INTERROBANG’S SERVICES, YOU ARE AGREEING AND CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS.  THIS AGREEMENT IS BY AND BETWEEN INTERROBANG, LLC (THE “SERVICE PROVIDER”) AND YOU, THE CLIENT (“CLIENT”). THE SERVICE PROVIDER AND CLIENT MAY BE REFERRED TO INDIVIDUALLY AS “PARTY” AND COLLECTIVELY AS THE “PARTIES” HEREIN.

1.       AGREEMENT. The agreement between Client and Service Provider consists these Terms and Conditions, as well as additional agreements between the Client and Service Provider including, but not limited to, an executed master services agreement (the “MSA”), proposals, community standards, commercial terms, advertising policies, pages, groups, and event policies, developer agreements, payment terms, that the Service Provider may provide from time to time (collectively, the “Agreement”). The Service Provider reserves the right and ability to make changes to the Agreement and to the Services from time to time. The Client agrees that the terms of any executed MSA supersedes these Terms and Conditions (except as specifically stated herein); notwithstanding the foregoing, all of the documents encompassed in the Agreement shall govern the relationship between Service Provider and Client.

2.       PROVISION OF TECHNOLOGIES AND SERVICES. Service Provider provides services that include, but are not limited to, training course creation, course delivery, facilitation, and design and consulting services, and shall provide those services to Client, as set out in the Agreement (the “Services”). Service Provider shall be solely responsible for determining the method, details, and means of providing the Services provided to the Client. For example, while Service Provider may provide a class agenda to Client for a training course, Service Provider will provide those trainers to present the training course that Service Provider, in its sole discretion, deems fit, and Service Provider shall be entitled at any time to substitute any trainer with any other person who, in Service Provider’s sole discretion, it deems suitably qualified to present the relevant course.

3.       NO WARRANTY. Service Provider provides the Services on an “as is” and “as available” basis, and to the extent permitted by applicable law, grants no warranties of any kind, whether express, implied, statutory, or otherwise with respect to the service (including all content contained therein), including, without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. Any material downloaded or otherwise obtained through the use of the Services is accessed at Client’s own discretion and risk. Service Provider disclaims and takes no responsibilities for any conduct of Client or any third-party, in connection with the Services.

4.       INDEPENDENT CONTRACTOR. The Agreement establishes the relationship of independent contractor between the Parties; nothing herein shall be deemed to create between the Parties the relationship of partners, employer and employee, joint venturers or any other relationship except that of independent contractors.

5.       FEES AND PAYMENT. Service Provider’s proposals are valid for thirty (30) days from the date provided to Client.  Services begin upon receipt of an approved Scope of Work and executed Proposal.

6.       RIGHTS SERVICE PROVIDER GRANTS CLIENT. Service Provider grants the Client a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the Services and the content created pursuant to the provision of the Services. This license is limited to Client’s use and enjoyment of the Services’ as intended by Service Provider and permitted by the Agreement. Client agrees not to: (i) use the Services or any content created pursuant to the provision of Services in any manner not contemplated under the Agreement; (ii) copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Services without Service Provider’s prior written consent; (iii) express or imply that any statements Client makes are endorsed by the Service Provider; (iv) use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents; (v) use the Services in any way that could interfere with, disrupt or negatively affect the Services or the servers or networks connected to the provision of the Services; (vi) upload viruses or other malicious code or otherwise compromise the security of any websites, accounts, or apps used in providing the Services; (vii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Services; (viii) “frame” or “mirror” any part of the Services without Service Provider’s prior written authorization; (ix) use meta tags or code or other devices containing any reference to Service Provider or the Services (or any trademark, trade name, service mark, logo or slogan of Service Provider) to direct any person to any other website for any purpose; (x) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services, or cause others to do so; (xi) use or develop any third-party applications that interact with the Services without Service Provider’s written consent; or (xii) encourage or promote any activity that violates this Agreement. Service Provider may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Services, including termination of Client’s account.

7.       RIGHTS CLIENT GRANTS SERVICE PROVIDER. Client acknowledges and agrees that the Service Provider may access, preserve and disclose Client’s account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third-parties; (iv) respond to Client requests for customer service; or (v) protect the rights, property or personal safety of the Service Provider.

8.       PROPRIETARY RIGHTS. The Services provided by Service Provider under the Agreement are not performed on a “work for hire” basis and therefore, the intellectual property rights related to any Services, including, but not limited to all the ideas, concepts, plans, techniques, designs, models, inventions, processes, methodologies, discoveries, formulae, software (other than third party software) of every kind (including all software deliverables, routines, algorithms, applications, programs, operating environments, databases, interfaces or patches), technology, improvements, materials, works of authorship, documentation, programming aids or trade secrets developed, created, designed, invented, authored, or conceived by Service Provider or any of Service Provider’s personnel or contractors in respect of any Services or any testing, repairs, fixes, replacements, improvements, enhancements or updates to the Services (collectively, “Intellectual Property”), shall belong exclusively to Service Provider.

9.       CONFIDENTIALITY. As a result of Service Provider’s Services, and whether due to any intentional or negligent act or omission, Service Provider may disclose to Client, or Client may discover, Service Provider documents, course materials, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, strategies, methods and applications, or other aspects of our business (“Confidential Information”). Client hereby agrees and acknowledged that any and all of Service Provider’s Confidential Information is to be kept strictly confidential and shall be Service Provider’s sole and exclusive property. Client hereby agrees to use any Confidential Information only for the specific purposes as allowed by the performance of the Agreement. Any disclosure of the Confidential Information to any third party is strictly prohibited, and Service Provider reserves all rights and remedies for such disclosures. As any disclosure of such information would irreparable damage, Client acknowledges and agrees that monetary damages would provide an insufficient remedy for the breach, and Service Provider shall be entitled to injunctive relief.

10.    LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER, ITS AFFILIATES, EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) CLIENT’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) as a result of information in, or views expressed DURING, its training courses including ALL course materials; (III) THE CONDUCT OF THIRD PARTIES, INCLUDING COURSE TRAINERS; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF CLIENT’S CONTENT, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THE AGREEMENT. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICES, AND THE AGREEMENT. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF CLIENT’S REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO CLIENT.

11.    INDEMNITY. Client agrees to defend, indemnify, and hold Service Provider, its officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected to: (i) Client’s access, use, or misuse of the Services, (ii) the information Client provides to Service Provider; and (iii) any violation by Client of the Agreement.

12.    USE OF SERVICES. Client’s rights to use Service Provider’s Services are expressly conditioned on the following:

a.       Client agrees and understands that the Services, including any content, may contain proprietary and confidential information, and that Client will not engage in, or encourage others to engage in, any unauthorized use of any content, information, or materials; and

b.       Client agrees to comply with all applicable domestic laws, statutes, ordinances, regulations at all times, in its use of the Services and Service Provider’s confidential information.

13.    MISCELLANEOUS

a.       Third Party Services. Some Services may contain advertisements and promotions offered by third parties and links to other web sites or resources. Service Provider is not responsible for the availability (or lack of availability) of such external websites or resources. If Client chooses to interact with the third parties made available through the Services, such third-party’s terms will govern their relationship with Client. Service Provider is not responsible or liable for third parties’ terms, actions or fees.

a.       Client Acceptance. Client shall be responsible for ensuring the integrity and security of any online accounts related to the Services or any website of the Service Provider, and will inform Service Provider of any breach of security in their online accounts as soon as reasonably possible. Client guarantees and warrants that no unauthorized party will access the Client’s accounts related to the Services.

b.       Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

c.        No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

d.       Governing Law. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Georgia, without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia.

e.       Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Georgia and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

f.         Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

g.       Survival. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

h.       Attorneys’ Fees & Costs of Collection. In the event that Service Provider should have to bring suit or seek equitable relief in connection with the Agreement or failure to abide by the terms contained within the Agreement, Client shall be responsible for Service Provider’s costs of collection and reasonable attorneys’ fees and expenses in connection with any future litigation, equitable proceeding, or arbitration. Should the matter not proceed to suit, but Service Provider incurs cost in attempting to collect amounts due under this Agreement or otherwise enforcing the terms of this Agreement, Client shall pay all costs and expenses in connection with doing so including but not limited filing fees and reasonable fees payable to attorneys or to collection agencies.

i.         Electronic Delivery. The Parties agree that they may decide to deliver any documents related to this Agreement or any notices required by applicable law or the Parties’ corporate books or records by email or any other electronic means, and the Parties consent to (i) conduct business electronically, (ii) receive documents and notices by electronic delivery, (iii) sign documents electronically, and (iv) to participate through an online or electronic system established and maintained by the Parties or a third party designated by the Parties. CLIENT ACKNOWLEDGES THAT CLIENT’S ELECTRONIC SUBMISSIONS CONSTITUTE CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE AGREEMENT AND TRANSACTIONS CONTEMPLATED BY THE AGREEMENT. CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS CLIENT ENTERS INTO WITH THE SERVICE PROVIDER, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.