The following terms and conditions (the “Agreement”) govern the provision of the HeatSpring training course services (the “Services”) to you. By accepting the services, you agree to be bound by this Agreement with HeatSpring as of the date hereof. No action other than your participation in the HeatSpring course is necessary to demonstrate your acceptance of this Agreement.
All students participating the class must sign the following honor code:
I, [Student Name], do hereby certify on my honor as a student that I have completed [Course] and complied with the above HeatSpring Code of Conduct.
We do not provide refunds. If you are unhappy with our Services for some reason let us know and we will work to make it better. Depending upon our assessment of the circumstances of your dissatisfaction, we may allow you to use some portion of your payment as a credit towards a different course.
After enrolling, the course materials will remain in your account and be accessible 12 months (1 year) after enrollment. Access can be extended beyond 1 year with a monthly membership.
If you need to postpone initiating a course or need to substitute a course for a course you paid for, please contact us at firstname.lastname@example.org. You will be given a HeatSpring market credit. Market credits expire 24 months (2 years) after the initial course start date. If you have a market credit which is about to expire, contact us before the expiration date to use your credit or for an extension on a case-by-case basis. We do not re-instate market credits that have already expired.
HeatSpring reserves the right to cancel or postpone courses under certain circumstances. If this is the case, you may choose to reschedule or receive a full refund of the tuition cost. No cancellation or rescheduling fees will be assessed if HeatSpring cancels or reschedules the training.
THE SERVICES PROVIDED ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE RECEIPT OF THE SERVICES REMAINS WITH YOU. IN NO EVENT WILL HEATSPRING BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO ACCESS THE SERVICES, EVEN IF HEATSPRING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEATSPRING DOES NOT WARRANT THAT THE DELIVERY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
YOU ACKNOWLEDGE AND AGREES THAT YOU HAVE NOT RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATION OF DISCREET, WRITTEN OR ORAL, AS AN INDUCEMENT TO ENTERING INTO THIS AGREEMENT.
HEATSPRING’S TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES WHETHER IN STRICT LIABILITY, TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, SHALL BE LIMITED TO FIVE HUNDRED DOLLARS ($500), BUT IN NO EVENT WILL HEATSPRING BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED AND WHETHER OR NOT HEATSPRING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree and acknowledge that neither your course instructor nor your fellow students are HeatSpring employees or are under HeatSpring direction or control. You shall, and hereby do, forever release, waive, and covenant not to sue HeatSpring with regard to any claim, action, proceeding, suit, liability, cost, or damage arising from or relating to the actions or in actions of your course instructor or your fellow students.
You shall not use, transfer, transmit, or communicate the data and skills obtained pursuant to the Services to develop, direct, assist, launch, or operate any business venture that competes with HeatSpring or any of its affiliates.
You agree and acknowledge that HeatSpring and/or its licensors own all right, title, and interest in and to the works presented or delivered via the Services and further agree that you shall not perform any action that undermines or is inconsistent with that ownership.
Your receipt of the Services and access and use of the Course Materials are for your individual benefit and use only. You shall not reproduce, distribute, modify, display, or perform the Course Materials other than in connection your personal and individual use of the Course Materials.
You agree and acknowledge that it would be difficult to determine the precise amount of damages to HeatSpring in the event of your breach of this Section entitled “Use”. If You violate this Section, then you shall pay to HeatSpring an amount equal to one hundred and fifty percent (150%) of the non-discounted course fee for the relevant course, multiplied by the number of times you have breached this Section entitled “Use”.
The parties acknowledge that it will be impossible to measure the damages that would be suffered by HeatSpring if you fail to comply with this Agreement and that in the event of any such failure, HeatSpring will not have an adequate remedy at law. HeatSpring shall, therefore, be entitled in addition to any other rights and remedies to obtain specific performance of your obligations hereunder and to obtain injunctive relief without having to demonstrate irreparable harm or post a bond. You shall not urge, as a defense to any proceeding for such specific performance or injunctive relief, that HeatSpring has an adequate remedy at law.
This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, excluding its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of any state or federal court located in the Eastern District of Michigan over any suit, case, or controversy related to or arising from this Agreement. With respect to any action arising under or related to this Agreement, the parties hereto each hereby: (i) agrees that it has sufficient contacts with Michigan to subject it to the personal jurisdiction of the state and federal courts in the Eastern District of Michigan; (ii) agrees that venue properly lies in Michigan; (iii) waives and agrees not to assert any claim that it is not subject personally to the jurisdiction of the above-named courts; such action should be dismissed on grounds of lack of venue or forum non conveniens; should be transferred to any court other than the above-named courts; should be stayed by reason of the pendency of some other proceeding in any court other than the above-named courts; (iv) consents and agrees that service of process may be made in any manner permitted by law or by registered or certified mail, return receipt requested, at its principal place of business; and that service made in accordance with the foregoing is reasonably calculated to give actual notice of any such action; and (v) waives and agrees not to assert any claim that service of process made in accordance with the foregoing does not constitute good and sufficient service of process. In the event of any litigation arising from or related to this Agreement, the prevailing party as determined by the appropriate court shall be entitled to recover reasonable attorney's fees.
You may not assign the whole or any part of this Agreement without the written consent of HeatSpring. Any attempted assignment in violation of the foregoing will be null, void and without effect. The rights and obligations herein shall bind the parties, their legal representatives, successors, heirs and assigns.
This Agreement constitutes the entire agreement between HeatSpring and you with respect to the subject matter hereof and supersedes all previous Agreement negotiations, commitments, writings, advertisements, publications, and understanding of any nature whatsoever unless expressly included in this Agreement. No waiver of a breach of any provision of this Agreement by either party shall constitute a waiver of any other breach of said provision or any other provision of this Agreement. No waiver will be enforceable unless it is a written agreement executed by the party granting the waiver, making specific reference to this Agreement and reciting the parties' intention that it constitutes a waiver. Failure of either party to enforce at any time, or from time to time, any provisions of this Agreement shall not be construed as a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity.
Any modifications of or changes to this Agreement shall be in writing and signed by both parties. Notwithstanding the foregoing, in the event that a court determines that any provision of this Agreement is unenforceable as written, then (i) the remainder of this Agreement will continue in full force; and (ii) the parties agree that a replacement provision shall automatically be substituted for the stricken provision, provided that that replacement provision is enforceable and as nearly approximates as possible the original meaning of the stricken provision. For the avoidance of doubt, the parties authorize a reviewing court to so ‘blue pencil’ this Agreement.
This Agreement is perpetual and shall terminate only upon the written agreement of the parties.