Effective Date: May 13, 2021
TERMS AND CONDITIONS FOR THE ONLINE SALE OF SERVICES THROUGH EDUCATION ASSOCIATES, LP.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS MAY REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS OF SALE.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS; (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH EDUCATION ASSOCIATES, LP; OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.
These terms and conditions of sale (these “Terms“) apply to the purchase and sale of products and services (the “Services”) through Education Associates, LP (the “Site“). These Terms are subject to change by Education Associates, LP (referred to as “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any products or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
We shall provide all good and services to Customer as described in the Order Confirmation (the “Services“) in accordance with these Terms.
2. Order Acceptance and Cancellation.
You (the “Customer”) agree that your order is an offer to buy, under these Terms, all Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the Services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the Services you have ordered. Acceptance of your order and the formation of the contract of sale between Education Associates, LP and you will not take place unless and until you have received your order confirmation email.
CONFIRMATION EMAILS ARE AUTOMATICALLY GENERATED, AND YOU SHOULD RECEIVE AN EMAIL CONFIRMATION IMMEDIATELY UPON PAYMENT. BECAUSE ORDER CONFIRMATION OCCURS IMMEDIATELY, WE DO NOT ALLOW CANCELLATION OF ANY ORDERS ONCE PAYMENT HAS BEEN MADE. THEREFORE, IF YOU ARE NOT SURE YOU WANT TO PURCHASE SERVICES FROM THE SITE, DO NOT PLACE AN ORDER.
We understand that sometimes people make mistakes. Therefore, we may choose in our sole discretion to review requests for cancellation of orders that were mistakenly placed. However, requests for cancellation must be made within 24 hours of placement, or we will refuse the request. If you mistakenly placed an order and would like to request a cancellation, please send an email with your Order Number to CANCELLATIONS@EDASSOCIATES.COM.
If you would like to ask questions about any of the Services before deciding to purchase, you may contact Customer Service by calling + 1 (916) 287-1047, by using the Contact form on the Site, or by sending an email to ORDERS@EDASSOCIATES.COM.
3. Prices and Payment Terms.
(a) All rates and prices posted on this Site are subject to change without notice. The price charged for the Services will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer or order confirmation by us, and we reserve the right to cancel any orders arising from such errors.Terms of payment are within our sole discretion, and payment must be received by us before our acceptance of an order.
(b) Terms of payment are within our sole discretion, and payment must be received by us before our acceptance of an order
(c) Payment for Services may be made using PayPal®. Visitors who do not already have a PayPal® account will have the opportunity to register for one at no cost. Payment can be made using any of the options available through PayPal®. We also accept major credit and debit cards, including Visa and MasterCard. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
(d) Customer agrees to reimburse us for all reasonable travel and out-of-pocket expenses, if any, incurred by us in connection with the performance of the Services. Such expenses will be itemized in the order confirmation and are subject to changes made under Paragraph 8, “Change Orders.”
Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
5. Performance Dates.
We shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
6. Customer’s Obligations.
(a) cooperate with us in all matters relating to the Services and provide such information, access to Customer’s premises, and such office accommodation and other facilities as we may reasonably be requested for the purposes of performing the Services;
(b) respond promptly to any of our requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for us to perform Services in accordance with the requirements of these Terms;
(c) provide such Customer materials or information as we may reasonably request and Customer considers reasonably necessary to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which provision of the Services is to start.
7. Customer’s Acts or Omissions.
If performance of our obligations under these Terms is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, we shall not be deemed in breach of our obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
8. Change Orders.
(a) If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. We shall, within a reasonable time after such request, provide a written estimate to Customer of:
(i) the likely time required to implement the change;
(ii) and necessary variations to the fees and other charges for the Services arising from the change;
(iii) the likely effect of the change on the Services; and
(iv) any other impact the change might have on the performance of these Terms.
(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order“). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 24. All requests for a Change Order must indicate:
(i) why the original order is no longer satisfactory;
(ii) the specific changes or additions to the original order the Customer would like us to make; and
(iii) any changes to the requested delivery date of the original order.
(c) Although we will not refuse any reasonable request for a Change Order, we reserve the right in our sole discretion to refuse any request for any Change Order that does not include the information specified in Paragraphs 8(b)(i) – (iii); or that may reasonably appear to us to be frivolous.
(d) We may charge for the time we spend assessing and documenting a change request from Customer in accordance with the Order Confirmation.
(e) Notwithstanding Section 8(a) and Section 8(b), we may from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
9. Delivery; Shipment; Risk of Loss.
(a) Where Services are deliverable electronically, delivery will take place via email. In such cases:
(i) The Service will be delivered to the email address you provided when you ordered the Services.
(ii) You will not incur any additional shipping or handling costs for electronic delivery.
(b) Where the Services require physical delivery, we will arrange for shipment. In such cases:
(i) You will pay all shipping and handling charges specified during the ordering process.
(ii) Title and risk of loss pass to you upon our transfer of the product(s) to the carrier.
(iii) Shipping and delivery dates are estimates only and cannot be guaranteed.
(iv) We are not liable for any delays in shipments.
10. Refunds and Returns.
(a) If, after payment and delivery, the Customer is dissatisfied with the Services, the Customer must first request a Change Order, as set out in Paragraph 8 of these Terms.
(b) IF we are unable to resolve the Customer’s concerns with a Change Order, the Customer may send a refund request to REFUNDS@EDASSOCIATES.COM. All requests for refunds must include the Change Order date and receipt number. Requests for refunds that do not include a Change Order date and receipt number will be refused.
(c) YOUR refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
(a) We represent and warrant to Customer that we shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms.
(b) We shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer sends us written notice of the defective Services, reasonably described, within 30 days of the time when Customer discovers or ought to have discovered that the Services were defective.
(c) Subject to Section 11(b), we shall, in our sole discretion, either:
(i) repair or re-perform such Services; or
(ii) credit or refund the price of such Services at the pro rata contract rate.
(d) THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
12. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
The informal dispute resolution procedure detailed in Section 8 is available to you if you believe that we have not performed our obligations under the limited warranty provided under these Terms.
14. Limitation of Liability.
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE.
IN NO EVENT SHALL WE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, ANY COSTS OF REPLACEMENT FOR GOODS OR SERVICES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
In addition to any remedies that may be provided under this Agreement, we may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any amount when due under these Terms;
(b) has not otherwise performed or complied with any of these Terms, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
16. No Waivers.
No waiver by us of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by us. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms 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.
18. Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any part or parts of these Terms, in whole or in part (except for any obligations of the Customer to make payments to us hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, other potential disasters or catastrophes such as epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and[(i) other similar events beyond the reasonable control of the Impacted Party.
The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 18, the other party may thereafter terminate its obligations under these Terms upon 14 days’ written notice.
19. No Assignment.
Customer shall not assign any of its rights or delegate any of its obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms.
20. Governing Law and Jurisdiction.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
21. Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Sacramento and County of Sacramento, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided under these Terms, a Notice is effective only:
(a) upon receipt of the receiving party, and
(b) if the party giving the Notice has complied with the requirements of this Section.
If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
24. Amendment and Modification.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
25. Entire Agreement.