SoftSpace Academy Services Agreement
Effective Date: August 31, 2026THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION X. BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
This Services Agreement (“Agreement”) is an agreement between you and SoftSpace Academy, Inc., a Delaware Corporation (“COMPANY”, “we” or “us”) and governs your relationship with COMPANY and the use of COMPANY services. By accepting this Agreement or using COMPANY’s website or any of its mobile apps or your personal COMPANY profile, you agree to be bound by this Agreement (which includes all schedules and exhibits related to the Services as may be issued from time to time).Age and eligibility requirementsBY USING THE SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS. Additionally, in order to use the Service, you represent that you reside in the United States. If you do not meet the minimum age requirements then you must not register as a user. If you are accepting on behalf of your business, your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your business, employer or such entity to this Agreement; (ii) you have had the opportunity to read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity, please you may not accept this Agreement on their behalf. You may only use the features covered by this Agreement as an individual. I. The Services.
By agreeing to this Agreement, you are authorized to use COMPANY’s Services only through authorized means (which may include web based/browser access, mobile app services or otherwise). Where the COMPANY services include a connection to, interface with or use of third-party services your use of the COMPANY services will also be governed by any separate terms between you and those applicable third-party services. COMPANY will not be responsible for any processes, apps or Accounts provided by third parties or the acts or omissions of any third-party providers and does not guarantee that any third-party applications or services will remain available or compatible with the COMPANY services.COMPANY does deploy Artificial Intelligence (AI) in the provision of its services. It does so through its own resources and those of third parties. In agreeing to the terms of this Services Agreement, you are agreeing to COMPANY’s use of Artificial Intelligence in providing services to you. That use may include, for example, with respect any of COMPANY’s educational offerings (either by itself or in conjunction with others), AI grading and chatbot functions; automated analysis or feedback; and AI-generated results in general (whether subject to human review or not). As the technology develops, COMPANY expects to deploy Artificial Intelligence in additional circumstances and offerings many of which may not related to the examples above. AI-generated scores, feedback, or recommendations should not be treated as professional, clinical, employment, or educational advice or determinations without appropriate human reviewIn that light, as AI technology is imperfect (and cannot be guaranteed) you are advised to independently evaluate and assess any information, analysis or results that you may obtain from our products and services before making any decisions or taking any specific action based on that information, analysis or results.COMPANY has implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, COMPANY cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
COMPANY may change, suspend, limit or discontinue any aspect of any or all of its products and services at any time, including but not limited to, any pricing, the use of any program (such as an App) used to gain access to that Service, the availability of one or more features, categories of data, data elements or services. COMPANY may do so without prior notice or liability therefore. If you are dissatisfied with any such changes, your sole remedy is to discontinue using the Service and terminate your account. II. Your Account.
You need to create an account with COMPANY in order to use the COMPANY services. As part of creating your account COMPANY will ask you for information, which may include but is not limited to, your name and other personal information including (among other things) financial information. You are obligated to ensure that your information is accurate, complete and up to date; failure to do so may result in the COMPANY terminating your account. You also agree to keep any information in or about your account confidential and notify us promptly if you learn of any unauthorized access to or use of your account. The account will detail all your activities, including your transactions for billing purposes.If you intend to obtain services from COMPANY for which there is a charge, you must maintain a valid means of payment on your account at all times. Means may include a credit card, debit card or autopayment from a bank or other financial institution. COMPANY will use that means of payment whenever amounts are due according to COMPANY’s then current price and payment schedule. In the event that timely payment is not made for any reason (which may include the declination of your credit card, debit card or autopayment by your financial institution) COMPANY may impose additional fees and charges as a result. In addition, when payments are past due it is COMPANY’s policy at its sole option to suspend or terminate access to the COMPANY’s services and applications.
If the Services you obtain include a subscription with an automatic renewal provision, the following will apply to your subscription:
Subscription Billing and Auto-Renewal. Your subscription to the Service includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period (or in the case of a continuing service plan, continue until cancelled), unless cancelled in accordance with the instructions for cancellation on our website, mobile app or any notices we may send to you. Payment will be charged to your chosen payment method at confirmation of purchase (if that is part of the pricing) and at the start of every new billing period (or other cycle when established under a different program), unless cancelled. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced.
Billing Period. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary. We may, but are not obligated to, also offer you the ability to pause your subscription. If you do not cancel before the end of the pause period, billing will resume automatically.
COMPANY reserves the right to change its pricing, with or without notice to you. In the event of a price change, COMPANY will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you are using a mobile app, the notification may also be given through the App. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize COMPANY to charge your payment method for these amounts. COMPANY will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.
Free Trials and Promotions. Your subscription to the Services may include a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial. Certain limitations may also exist with respect to combining free trials with any other offers. Your first payment will be charged to your chosen payment method immediately following the end of the free trial, unless cancelled in accordance with the instructions for cancellation on our website. You can cancel your subscription at any time before the end of your free trial. COMPANY will provide notice of the terms of the free trial at the time you register for that subscription. You will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless expressly required by statute or regulation in particular jurisdictions or instances.
CANCELLATION AND REFUND POLICY. YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME BEFORE THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION UNLESS OTHERWISE DISCLOSED.
IF YOU ARE SUBSCRIBED THROUGH A FREE TRIAL, PROMOTIONAL CODE OR OTHER CREDIT, CANCELLATION MAY BE EFFECTIVE IMMEDIATELY. IF YOU MODIFY YOUR SUBSCRIPTION TO SWITCH FROM ONE SERVICE TO ANOTHER SERVICE DURING YOUR BILLING PERIOD, YOU MAY NOT HAVE FURTHER ACCESS TO YOUR ORIGINAL SERVICE.
YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO 11:59 P.M. EASTERN TIME ON THE DAY BEFORE YOUR NEXT RECURRING BILLING DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT BILLING PERIOD. WE DO NOT REFUND OR CREDIT FOR PARTIALLY USED BILLING PERIODS, ALTHOUGH WE MAY PROVIDE SUCH REFUNDS OR CREDITS ON A CASE-BY-CASE BASIS IN OUR SOLE AND ABSOLUTE DISCRETION. IF YOUR SUBSCRIPTION IS CANCELED DUE TO FAILED ATTEMPTS TO CHARGE YOUR PAYMENT METHOD, OR IF YOU SWITCH YOUR BILLING TO A THIRD-PARTY, YOU MAY FORFEIT ANY CREDITS ASSOCIATED WITH YOUR ACCOUNT.
TO CANCEL YOUR SUBSCRIPTION, NAVIGATE TO https://softspaceacademy.com/products-and-services/pd/, if you are using the services through the Web, or if you are using the mobile app, your account with Apple or Google Play.
You Will Be Able to Cancel the Automatic Renewal by Visiting Your Account and Following the Directions for Cancellation either through your web account or through your mobile app. Depending on the Service, the cancellation may not be effective immediately.
E-Sign Consent. By agreeing to this Agreement, you are agreeing to COMPANY’s E-Sign Consent. COMPANY may provide disclosures and notices required by law and other information about your Account to you electronically, by posting it on the COMPANY website, pushing notifications through the Services (including any mobile app), or by emailing it to the email address listed in your Account or that you otherwise provided to COMPANY. (See Notices, below). Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered. If we recognize that a notification is not delivered—which we may not, we may, but are not obligated to. send you the notification by way of notice on the website (or through the mobile app). If you wish to withdraw your consent to receiving electronic communications, contact admin@softspaceacademy.com. If we are not able to support your request, you may need to terminate your Account.
All transactions are intended to be performed electronically. Therefore, COMPANY is not obligated to provide you with any written accounting or statements on paper.You must not use or view anyone else’s accounts or related data, provide information about anyone else’s identity or accounts or that violates any third-party rights or use the Services for any fraudulent, illegal or misleading purpose.You understand that you are responsible for any charges, liabilities or claims arising from the use of your account, as well as any username, passwords, access tokens, or other means by which access is authorized or granted. COMPANY will treat all uses of such as authorized until COMPANY receives written notification from you (pursuant to the notice provisions contained in Section VI. Notices) that unauthorized activity is occurring on your account. The notification will be effective when received by COMPANY, if on a normal business day, otherwise effective on the first business day that occurs thereafter.III. Right to Use; Proprietary Rights.
As long as you are in compliance with all the terms and conditions of this Agreement (including for example your obligation to pay for all amounts charged to your account), COMPANY hereby grants to you a limited term, non-exclusive, non-sublicensable, and non-transferable right to use the Services during the Term solely as specifically authorized in this Agreement.
COMPANY owns and shall own all rights, title and interest to the Services and any modifications made to them, regardless of whether made by you or by COMPANY. COMPANY alone owns and will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Services ("Submissions"), and you agree to, and hereby do assign such Submissions to COMPANY free of charge. COMPANY may use such Submissions as it deems appropriate in its sole discretion.
This grant of access to the Services is subject to the restriction that neither you nor anyone acting on your behalf or your ostensible authority may copy, decompile, disassemble, decrypt or otherwise reverse engineer (or allow or suffer others to copy or decompile, disassemble, decrypt or otherwise reverse engineer) the Services or any related data, software, devices or interfaces (except that you may maintain for a limited time electronic copies of your Services data and any installed software in authorized and approved use).
Neither you nor anyone acting on its behalf may make derivative works from either the Services or any other COMPANY services or systems. Likewise, you may not modify the Services or any other COMPANY services or systems or use them in any way not expressly authorized by this Agreement.
IV. Confidentiality.
The Services and COMPANY’s other processes and services are Confidential Information.
All information, images or data contained within your account is Confidential Information and belongs to you, not COMPANY. While the information, images or data within your account (which may include as a result of any coursework you have participated in) may be visible to COMPANY (for example, to COMPANY super-administrators, organizational administrators or course instructors in the course of their roles within the COMPANY and its services to you), COMPANY will not otherwise extract or retrieve any information, image or data from your account without its permission. However, COMPANY may capture certain data from time to time about your transactions, educational materials, coursework or activity, including but not limited to, performance data, observations about product and service type and characteristics, pricing, data elements and characteristics, s, and other or related data. It may also aggregate this data with other aggregated (and de-identified) data along with aggregated (and de-identified) data from third parties (such as employers, schools, or other organizations). This data may be used internally by COMPANY, for example, to assure the quality and performance of the Services, in addition both internally and externally for research, product development, benchmarking, trend analysis and publications which may be incorporated within one or more products or services, provided however that no individually identifiable information within your “information, images or data” will be disclosed. COMPANY’s collection and processing of any personal or financial data is subject to COMPANY’s Privacy Policy, which can be found at http://www.softspaceacademy.com/privacy
To minimize the potential disclosure of the information, images or data contained within your account you are specifically advised
a. Do not enter information that would violate HIPAA, FERPA, professional confidentiality requirements, or another person’s privacy rights.b. Do not enter identifiable student, patient, client, or employee information without authorization (you are obligated to obtain any such authorization and COMPANY is entitled to assume that you had authorization to enter that information)c. COMPANY is authorized to and shall (without liability) remove any improperly submitted informationd. COMPANY, which shall include its service providers, is not intended to and shall not act as a repository or resource for any protected information (whether under HIPAA, FERPA or otherwise)
While your account and coursework activities, work products, performance and achievements (among other things) are subject to this provision of confidentiality, the nature of some coursework or activities may by its terms require the disclosure of various aspects of that information to your employer, educational institution or other party. COMPANY shall disclose that information according to those terms.
V. Warranties and Limitations of Liability.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, AS WELL AS ARTIFICIAL INTELLIGENCE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, AND THE INTERNET (OR MOBILE NETWORK), IS AT YOUR SOLE RISK. THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, AS WELL AS ARTIFICIAL INTELLIGENCE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, THIRD-PARTY VIRUS OR OTHER MALWARE PROTECTION TECHNOLOGY AND THE INTERNET ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION, AND THEN ONLY TO THE EXTENT OF THAT EXCLUSION.
COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, OR THE INTERNET (OR MOBILE NETWORK) WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
IN NO EVENT SHALL COMPANY’s LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR RELATIONSHIP WITH COMPANY, WHETHER IN CONTRACT, TORT OR OTHERWISE AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH COMPANY WITH RESPECT TO THIS AGREEMENT EXCEED MORE THAN THE TOTAL AMOUNT PAID BY YOU TO COMPANY WITHIN THE MOST RECENT 3 CALENDAR MONTH PERIOD (COUNTING BACKWARDS FROM THE TIME OF THE FILING OF ANY COMPLAINT) OR WITH RESPECT TO ANY SINGLE PURCHASE SUCH AS A COURSE, THEN LIMITED TO THE AMOUNT PAID FOR THAT SPECIFIC SERVICE OFFERING). IN NO CASE SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES OR CLAIMS FOR LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY COMPANY SERVICE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL OR THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREIN--WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. TO THE EXTENT THAT A STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AS TO THAT STATE OR JURISDICTION LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. THE LIMITATIONS CONTAINED IN THIS AGREEMENT APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.VI. Notices.
COMPANY’s primary means of communication with its users is through electronic means, including email and text. As a condition of obtaining and maintaining an account with COMPANY you consent to receive all notices and other communications through electronic means by way of your agreement to COMPANY’s E-sign Consent. COMPANY does not offer any alternative means.As a result, you are obligated to maintain an active, valid e-mail address on file with COMPANY at all times that COMPANY may use to provide you notice ("email address of record"). Any notices required under this Agreement shall be in writing and sent to you through one of the following electronic delivery means. Electronic Delivery Means. In the event that COMPANY needs to communicate with you in writing regarding this Agreement or any changes to it, or needs to provide information to you, any communications or other information may be sent to you electronically, at COMPANY’s option, either:
a. to your email address of record;b. by posting the information on one or more Services websites (or mobile apps) and sending you a notice to your email address of record telling you that the information has been posted and providing instructions on how to view it; orc. to the extent permitted by law, by posting the information to one or more Services websites or mobile apps.Notices to COMPANY should be sent to admin@softspaceacademy.com
VII. Term and Termination
At any time in its discretion, either you or COMPANY may terminate or suspend this Agreement (or your use of the Service) with or without notice and for any or no reason, including if COMPANY suspects that you have violated this Agreement. COMPANY will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies you or COMPANY may have. Except for your right to use the Services, this Agreement will survive any termination. Moreover, termination does not relieve you of the obligation to make any payments due.
VIII. Amendments.
COMPANY may change this Agreement, its price schedules, or any other schedules (including any rules and regulations), by providing you with 30 days’ advance written notice (which shall be provided electronically as provided in Section V. Notices. By continuing to access or use the Services after the effective date of any change, you agree to the modified terms.
IX. Governing Law.
Except where the parties enter into arbitration (under Section X. Dispute Resolution below) all claims arising out of or relating to these terms or the Service will be governed by Mississippi law, except Mississippi’s conflict of laws rules and will be litigated exclusively in the federal or state courts of Union County, Mississippi, USA. You and COMPANY consent to personal jurisdiction in those courts.
X. Dispute Resolution.
a. Pre-arbitration notice of dispute and informal resolution periodA party who intends to seek arbitration must first send a written notice of the Dispute ("Notice") to the other. For purposes of this Agreement, the term “Dispute” means any claim, demand, dispute, controversy, or cause of action arising out of or relating to this Agreement, whether based in contract, tort, statute, or otherwise. Notices to COMPANY must be sent by email to admin@softspaceacademy.com, and Notices to you must be sent to the email address associated with your COMPANY account. All Notices must: (1) be personally signed by the party sending the Notice; (2) provide the relevant user's name, email address associated with your COMPANY account, and COMPANY account number or username; (3) provide the claimant's address of residence (and if different, mailing address); (4) describe the nature and basis of the Dispute in detail; and (5) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. The requirements of this Section X.a do not apply to claims brought in small claims court under Section X.d or to requests for interim relief under Section X.f.
After a Notice containing all the information required above is received, the parties agree to engage in good faith for a period of 60 days in an effort to resolve the Dispute (this time period may be extended by agreement of the parties) (this is called the "Informal Resolution Period"). The party receiving the Notice may request a telephone or video settlement conference during the Informal Resolution Period in an effort to facilitate resolution of the Dispute ("Informal Settlement Conference"). The Informal Settlement Conference, if any, will take place at a mutually agreeable time, which can be after the 60-day Informal Resolution Period if needed to accommodate the parties' schedules. During the Informal Settlement Conference, you and a COMPANY representative must both personally participate in a good-faith effort to resolve the Dispute without the need to proceed with arbitration. Any counsel representing the parties also may participate. Personal participation in an Informal Settlement Conference will not be required if both you and COMPANY agree in writing.
The Notice, Informal Resolution Period, and Informal Settlement Conference are intended to give the parties a meaningful opportunity to resolve Disputes informally. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" section has not been met, the parties agree that a court can enjoin the filing or prosecution of an arbitration and, unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration nor demand fees in connection with such an arbitration. Notwithstanding the foregoing, a party retains the right to raise non-compliance with the requirements of this section and seek appropriate relief in arbitration, if neither party wishes to bring the issue to a court.
Any applicable statute of limitations or contractual limitations period will be tolled for any claims and requests for relief set forth in a Notice from the date that either you or COMPANY sends the other a fully complete Notice until: (1) 30 days after completion of the Informal Resolution Period, if no Informal Settlement Conference is held; or (2) 30 days after completion of the Informal Settlement Conference if an Informal Settlement Conference is held ("Tolling Period").
Neither you nor COMPANY may commence an arbitration proceeding until after the Tolling Period has ended.
b. ArbitrationThe Parties agree to submit any and all Disputes to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except as otherwise stated herein; provided, that if AAA determines this Agreement to be a consumer agreement, the arbitration shall instead be administered under AAA's Consumer Arbitration Rules then in effect. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If AAA is unavailable or declines to administer the arbitration in accordance with its rules, the Parties shall agree on a substitute administrator, and failing such agreement within thirty (30) days, either Party may petition a court of competent jurisdiction to appoint an arbitrator pursuant to Section 5 of the Federal Arbitration Act. The arbitration shall be governed by the Federal Arbitration Act and, to the extent state law applies, by the laws of the State of Mississippi.
The arbitration shall be conducted before a single arbitrator appointed in accordance with the AAA rules. The arbitration shall be conducted by telephone, videoconference, or on the basis of written submissions, unless the arbitrator determines that an in-person hearing is necessary; if an in-person hearing is held, the locale shall be determined in accordance with the AAA rules. Administrative fees and arbitrator compensation shall be allocated in accordance with the applicable AAA fee schedule. Subject to that schedule, the arbitrator may award costs and fees to the prevailing Party to the extent permitted by applicable law. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or any part of it is void or voidable, except as expressly provided in Section X.c with respect to the class and representative action waiver. The decision of the arbitrator shall be in writing and, upon the timely request of either Party in accordance with the AAA rules, shall set forth the essential findings and conclusions on which it is based.
c. Class and Representative Action Waiver
Any Dispute shall be arbitrated on an individual basis only. Neither Party may bring or participate in any class, collective, consolidated, coordinated, mass, or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding. Notwithstanding the delegation provision in Section X.b, the enforceability of this Section X.c shall be decided exclusively by a court of competent jurisdiction and not by the arbitrator. If this Section X.c is found unenforceable as to any claim or request for relief, then Sections X.b and X.c shall be null and void as to that claim or request for relief, which shall proceed exclusively in the state or federal courts located in Union County, Mississippi, and the Parties consent to personal jurisdiction and venue therein.
d. Small Claims
Either Party may bring an individual claim in small claims court in a court of competent jurisdiction, so long as the claim remains in that court, is brought on an individual (non-class, non-representative) basis, and is within that court's jurisdictional limits. Filing such a claim is not a waiver of the right to arbitrate any other Dispute.
e. Batching of similar claims
If 25 or more similar Demands for Arbitration are filed against COMPANY by or with the assistance of the same or coordinated counsel, the Parties agree that the Demands shall be administered in batches of no more than fifty (50) at a time, with a single arbitrator appointed for each batch and a single set of filing and administrative fees due for each batch. The Parties shall cooperate in good faith with AAA to implement batching, and any dispute regarding the applicability or implementation of this Section X.e shall be resolved by a process arbitrator appointed under AAA's Mass Arbitration Supplementary Rules. Applicable statutes of limitations shall be tolled for all Demands subject to batching until the batch containing the Demand is filed.
f. Interim Relief
Notwithstanding any other provision of this Agreement, either Party may seek interim, provisional, injunctive, or other equitable relief in a court of competent jurisdiction, without first complying with Section X.a and without waiving any right to arbitrate. COMPANY may additionally bring an individual action in a court of competent jurisdiction to enjoin infringement or other misuse of its intellectual property rights, including unauthorized copying, downloading, sharing, or redistribution of the Services or any content made available through them.
g. Survival and severability
This Section X survives termination or expiration of this Agreement and any cancellation or deletion of your COMPANY account. Except as provided in Section X.c, if any portion of this Section X is found unenforceable, the remainder shall be given full force and effect.
XI. Limitation on Legal Action
EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW, YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES (OR THE RELATIONSHIP OF THE PARTIES) MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
XII. Miscellaneous ProvisionsNon-Assignable by you. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without COMPANY’s prior written consent, which consent may be withheld within COMPANY’s sole and absolute discretion. No assignment, delegation, or transfer will relieve you of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. COMPANY may however assign this Agreement without limitation.
Relationship of The Parties. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between you and COMPANY. Neither Party is by virtue of this Agreement authorized as an agent or legal representative of the other Party. You are not granted any right or authority to either assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of COMPANY or to bind COMPANY in any manner.
Severability. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the Parties. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between you and COMPANY and supersedes all prior agreements or understandings related to the subject matter hereof.
Force Majeure etc. Neither party shall be responsible for delays or failures in performance to the extent (but only for the duration) that such party was hindered in its performance by any act of God, civil commotion, labor dispute, or any other occurrence beyond its reasonable control.
Records Retention. COMPANY maintains a records retention schedule which it may amend from time to time. COMPANY maintains its records, which will include not only its corporate records but records of its users and their account activities, work products, performance and achievements (among other things). The COMPANY’s policy is to maintain records necessary to appropriately manage its affairs, but also to comply with various laws and regulations (some of which are likely to mandate the destruction of records after certain periods of time).
Each user’s account activities, work products, performance and achievements (among other things) are generally available to each user as long as that user’s account or service access is current and in effect. However, COMPANY does not and has not committed to maintain each of these records permanently, nor committed to make them available to users indefinitely after termination of their account. As a result, each user is advised to retrieve any account activities, work products, performance and achievements or other records in general from user’s account while still active to avoid the loss of those records.
COMPANY will advise users from time to time as to what records a user may retrieve from the user’s account after the termination of that user’s account or service access and for what period of time.
This Services Agreement (“Agreement”) is an agreement between you and SoftSpace Academy, Inc., a Delaware Corporation (“COMPANY”, “we” or “us”) and governs your relationship with COMPANY and the use of COMPANY services. By accepting this Agreement or using COMPANY’s website or any of its mobile apps or your personal COMPANY profile, you agree to be bound by this Agreement (which includes all schedules and exhibits related to the Services as may be issued from time to time).Age and eligibility requirementsBY USING THE SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS. Additionally, in order to use the Service, you represent that you reside in the United States. If you do not meet the minimum age requirements then you must not register as a user. If you are accepting on behalf of your business, your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your business, employer or such entity to this Agreement; (ii) you have had the opportunity to read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity, please you may not accept this Agreement on their behalf. You may only use the features covered by this Agreement as an individual. I. The Services.
By agreeing to this Agreement, you are authorized to use COMPANY’s Services only through authorized means (which may include web based/browser access, mobile app services or otherwise). Where the COMPANY services include a connection to, interface with or use of third-party services your use of the COMPANY services will also be governed by any separate terms between you and those applicable third-party services. COMPANY will not be responsible for any processes, apps or Accounts provided by third parties or the acts or omissions of any third-party providers and does not guarantee that any third-party applications or services will remain available or compatible with the COMPANY services.COMPANY does deploy Artificial Intelligence (AI) in the provision of its services. It does so through its own resources and those of third parties. In agreeing to the terms of this Services Agreement, you are agreeing to COMPANY’s use of Artificial Intelligence in providing services to you. That use may include, for example, with respect any of COMPANY’s educational offerings (either by itself or in conjunction with others), AI grading and chatbot functions; automated analysis or feedback; and AI-generated results in general (whether subject to human review or not). As the technology develops, COMPANY expects to deploy Artificial Intelligence in additional circumstances and offerings many of which may not related to the examples above. AI-generated scores, feedback, or recommendations should not be treated as professional, clinical, employment, or educational advice or determinations without appropriate human reviewIn that light, as AI technology is imperfect (and cannot be guaranteed) you are advised to independently evaluate and assess any information, analysis or results that you may obtain from our products and services before making any decisions or taking any specific action based on that information, analysis or results.COMPANY has implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, COMPANY cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
COMPANY may change, suspend, limit or discontinue any aspect of any or all of its products and services at any time, including but not limited to, any pricing, the use of any program (such as an App) used to gain access to that Service, the availability of one or more features, categories of data, data elements or services. COMPANY may do so without prior notice or liability therefore. If you are dissatisfied with any such changes, your sole remedy is to discontinue using the Service and terminate your account. II. Your Account.
You need to create an account with COMPANY in order to use the COMPANY services. As part of creating your account COMPANY will ask you for information, which may include but is not limited to, your name and other personal information including (among other things) financial information. You are obligated to ensure that your information is accurate, complete and up to date; failure to do so may result in the COMPANY terminating your account. You also agree to keep any information in or about your account confidential and notify us promptly if you learn of any unauthorized access to or use of your account. The account will detail all your activities, including your transactions for billing purposes.If you intend to obtain services from COMPANY for which there is a charge, you must maintain a valid means of payment on your account at all times. Means may include a credit card, debit card or autopayment from a bank or other financial institution. COMPANY will use that means of payment whenever amounts are due according to COMPANY’s then current price and payment schedule. In the event that timely payment is not made for any reason (which may include the declination of your credit card, debit card or autopayment by your financial institution) COMPANY may impose additional fees and charges as a result. In addition, when payments are past due it is COMPANY’s policy at its sole option to suspend or terminate access to the COMPANY’s services and applications.
If the Services you obtain include a subscription with an automatic renewal provision, the following will apply to your subscription:
Subscription Billing and Auto-Renewal. Your subscription to the Service includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period (or in the case of a continuing service plan, continue until cancelled), unless cancelled in accordance with the instructions for cancellation on our website, mobile app or any notices we may send to you. Payment will be charged to your chosen payment method at confirmation of purchase (if that is part of the pricing) and at the start of every new billing period (or other cycle when established under a different program), unless cancelled. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced.
Billing Period. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary. We may, but are not obligated to, also offer you the ability to pause your subscription. If you do not cancel before the end of the pause period, billing will resume automatically.
COMPANY reserves the right to change its pricing, with or without notice to you. In the event of a price change, COMPANY will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you are using a mobile app, the notification may also be given through the App. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize COMPANY to charge your payment method for these amounts. COMPANY will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.
Free Trials and Promotions. Your subscription to the Services may include a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial. Certain limitations may also exist with respect to combining free trials with any other offers. Your first payment will be charged to your chosen payment method immediately following the end of the free trial, unless cancelled in accordance with the instructions for cancellation on our website. You can cancel your subscription at any time before the end of your free trial. COMPANY will provide notice of the terms of the free trial at the time you register for that subscription. You will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless expressly required by statute or regulation in particular jurisdictions or instances.
CANCELLATION AND REFUND POLICY. YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME BEFORE THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION UNLESS OTHERWISE DISCLOSED.
IF YOU ARE SUBSCRIBED THROUGH A FREE TRIAL, PROMOTIONAL CODE OR OTHER CREDIT, CANCELLATION MAY BE EFFECTIVE IMMEDIATELY. IF YOU MODIFY YOUR SUBSCRIPTION TO SWITCH FROM ONE SERVICE TO ANOTHER SERVICE DURING YOUR BILLING PERIOD, YOU MAY NOT HAVE FURTHER ACCESS TO YOUR ORIGINAL SERVICE.
YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO 11:59 P.M. EASTERN TIME ON THE DAY BEFORE YOUR NEXT RECURRING BILLING DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT BILLING PERIOD. WE DO NOT REFUND OR CREDIT FOR PARTIALLY USED BILLING PERIODS, ALTHOUGH WE MAY PROVIDE SUCH REFUNDS OR CREDITS ON A CASE-BY-CASE BASIS IN OUR SOLE AND ABSOLUTE DISCRETION. IF YOUR SUBSCRIPTION IS CANCELED DUE TO FAILED ATTEMPTS TO CHARGE YOUR PAYMENT METHOD, OR IF YOU SWITCH YOUR BILLING TO A THIRD-PARTY, YOU MAY FORFEIT ANY CREDITS ASSOCIATED WITH YOUR ACCOUNT.
TO CANCEL YOUR SUBSCRIPTION, NAVIGATE TO https://softspaceacademy.com/products-and-services/pd/, if you are using the services through the Web, or if you are using the mobile app, your account with Apple or Google Play.
You Will Be Able to Cancel the Automatic Renewal by Visiting Your Account and Following the Directions for Cancellation either through your web account or through your mobile app. Depending on the Service, the cancellation may not be effective immediately.
E-Sign Consent. By agreeing to this Agreement, you are agreeing to COMPANY’s E-Sign Consent. COMPANY may provide disclosures and notices required by law and other information about your Account to you electronically, by posting it on the COMPANY website, pushing notifications through the Services (including any mobile app), or by emailing it to the email address listed in your Account or that you otherwise provided to COMPANY. (See Notices, below). Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered. If we recognize that a notification is not delivered—which we may not, we may, but are not obligated to. send you the notification by way of notice on the website (or through the mobile app). If you wish to withdraw your consent to receiving electronic communications, contact admin@softspaceacademy.com. If we are not able to support your request, you may need to terminate your Account.
All transactions are intended to be performed electronically. Therefore, COMPANY is not obligated to provide you with any written accounting or statements on paper.You must not use or view anyone else’s accounts or related data, provide information about anyone else’s identity or accounts or that violates any third-party rights or use the Services for any fraudulent, illegal or misleading purpose.You understand that you are responsible for any charges, liabilities or claims arising from the use of your account, as well as any username, passwords, access tokens, or other means by which access is authorized or granted. COMPANY will treat all uses of such as authorized until COMPANY receives written notification from you (pursuant to the notice provisions contained in Section VI. Notices) that unauthorized activity is occurring on your account. The notification will be effective when received by COMPANY, if on a normal business day, otherwise effective on the first business day that occurs thereafter.III. Right to Use; Proprietary Rights.
As long as you are in compliance with all the terms and conditions of this Agreement (including for example your obligation to pay for all amounts charged to your account), COMPANY hereby grants to you a limited term, non-exclusive, non-sublicensable, and non-transferable right to use the Services during the Term solely as specifically authorized in this Agreement.
COMPANY owns and shall own all rights, title and interest to the Services and any modifications made to them, regardless of whether made by you or by COMPANY. COMPANY alone owns and will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Services ("Submissions"), and you agree to, and hereby do assign such Submissions to COMPANY free of charge. COMPANY may use such Submissions as it deems appropriate in its sole discretion.
This grant of access to the Services is subject to the restriction that neither you nor anyone acting on your behalf or your ostensible authority may copy, decompile, disassemble, decrypt or otherwise reverse engineer (or allow or suffer others to copy or decompile, disassemble, decrypt or otherwise reverse engineer) the Services or any related data, software, devices or interfaces (except that you may maintain for a limited time electronic copies of your Services data and any installed software in authorized and approved use).
Neither you nor anyone acting on its behalf may make derivative works from either the Services or any other COMPANY services or systems. Likewise, you may not modify the Services or any other COMPANY services or systems or use them in any way not expressly authorized by this Agreement.
IV. Confidentiality.
The Services and COMPANY’s other processes and services are Confidential Information.
All information, images or data contained within your account is Confidential Information and belongs to you, not COMPANY. While the information, images or data within your account (which may include as a result of any coursework you have participated in) may be visible to COMPANY (for example, to COMPANY super-administrators, organizational administrators or course instructors in the course of their roles within the COMPANY and its services to you), COMPANY will not otherwise extract or retrieve any information, image or data from your account without its permission. However, COMPANY may capture certain data from time to time about your transactions, educational materials, coursework or activity, including but not limited to, performance data, observations about product and service type and characteristics, pricing, data elements and characteristics, s, and other or related data. It may also aggregate this data with other aggregated (and de-identified) data along with aggregated (and de-identified) data from third parties (such as employers, schools, or other organizations). This data may be used internally by COMPANY, for example, to assure the quality and performance of the Services, in addition both internally and externally for research, product development, benchmarking, trend analysis and publications which may be incorporated within one or more products or services, provided however that no individually identifiable information within your “information, images or data” will be disclosed. COMPANY’s collection and processing of any personal or financial data is subject to COMPANY’s Privacy Policy, which can be found at http://www.softspaceacademy.com/privacy
To minimize the potential disclosure of the information, images or data contained within your account you are specifically advised
a. Do not enter information that would violate HIPAA, FERPA, professional confidentiality requirements, or another person’s privacy rights.b. Do not enter identifiable student, patient, client, or employee information without authorization (you are obligated to obtain any such authorization and COMPANY is entitled to assume that you had authorization to enter that information)c. COMPANY is authorized to and shall (without liability) remove any improperly submitted informationd. COMPANY, which shall include its service providers, is not intended to and shall not act as a repository or resource for any protected information (whether under HIPAA, FERPA or otherwise)
While your account and coursework activities, work products, performance and achievements (among other things) are subject to this provision of confidentiality, the nature of some coursework or activities may by its terms require the disclosure of various aspects of that information to your employer, educational institution or other party. COMPANY shall disclose that information according to those terms.
V. Warranties and Limitations of Liability.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, AS WELL AS ARTIFICIAL INTELLIGENCE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, AND THE INTERNET (OR MOBILE NETWORK), IS AT YOUR SOLE RISK. THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, AS WELL AS ARTIFICIAL INTELLIGENCE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, THIRD-PARTY VIRUS OR OTHER MALWARE PROTECTION TECHNOLOGY AND THE INTERNET ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION, AND THEN ONLY TO THE EXTENT OF THAT EXCLUSION.
COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, OR THE INTERNET (OR MOBILE NETWORK) WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
IN NO EVENT SHALL COMPANY’s LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR RELATIONSHIP WITH COMPANY, WHETHER IN CONTRACT, TORT OR OTHERWISE AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH COMPANY WITH RESPECT TO THIS AGREEMENT EXCEED MORE THAN THE TOTAL AMOUNT PAID BY YOU TO COMPANY WITHIN THE MOST RECENT 3 CALENDAR MONTH PERIOD (COUNTING BACKWARDS FROM THE TIME OF THE FILING OF ANY COMPLAINT) OR WITH RESPECT TO ANY SINGLE PURCHASE SUCH AS A COURSE, THEN LIMITED TO THE AMOUNT PAID FOR THAT SPECIFIC SERVICE OFFERING). IN NO CASE SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES OR CLAIMS FOR LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY COMPANY SERVICE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL OR THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREIN--WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. TO THE EXTENT THAT A STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AS TO THAT STATE OR JURISDICTION LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. THE LIMITATIONS CONTAINED IN THIS AGREEMENT APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.VI. Notices.
COMPANY’s primary means of communication with its users is through electronic means, including email and text. As a condition of obtaining and maintaining an account with COMPANY you consent to receive all notices and other communications through electronic means by way of your agreement to COMPANY’s E-sign Consent. COMPANY does not offer any alternative means.As a result, you are obligated to maintain an active, valid e-mail address on file with COMPANY at all times that COMPANY may use to provide you notice ("email address of record"). Any notices required under this Agreement shall be in writing and sent to you through one of the following electronic delivery means. Electronic Delivery Means. In the event that COMPANY needs to communicate with you in writing regarding this Agreement or any changes to it, or needs to provide information to you, any communications or other information may be sent to you electronically, at COMPANY’s option, either:
a. to your email address of record;b. by posting the information on one or more Services websites (or mobile apps) and sending you a notice to your email address of record telling you that the information has been posted and providing instructions on how to view it; orc. to the extent permitted by law, by posting the information to one or more Services websites or mobile apps.Notices to COMPANY should be sent to admin@softspaceacademy.com
VII. Term and Termination
At any time in its discretion, either you or COMPANY may terminate or suspend this Agreement (or your use of the Service) with or without notice and for any or no reason, including if COMPANY suspects that you have violated this Agreement. COMPANY will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies you or COMPANY may have. Except for your right to use the Services, this Agreement will survive any termination. Moreover, termination does not relieve you of the obligation to make any payments due.
VIII. Amendments.
COMPANY may change this Agreement, its price schedules, or any other schedules (including any rules and regulations), by providing you with 30 days’ advance written notice (which shall be provided electronically as provided in Section V. Notices. By continuing to access or use the Services after the effective date of any change, you agree to the modified terms.
IX. Governing Law.
Except where the parties enter into arbitration (under Section X. Dispute Resolution below) all claims arising out of or relating to these terms or the Service will be governed by Mississippi law, except Mississippi’s conflict of laws rules and will be litigated exclusively in the federal or state courts of Union County, Mississippi, USA. You and COMPANY consent to personal jurisdiction in those courts.
X. Dispute Resolution.
a. Pre-arbitration notice of dispute and informal resolution periodA party who intends to seek arbitration must first send a written notice of the Dispute ("Notice") to the other. For purposes of this Agreement, the term “Dispute” means any claim, demand, dispute, controversy, or cause of action arising out of or relating to this Agreement, whether based in contract, tort, statute, or otherwise. Notices to COMPANY must be sent by email to admin@softspaceacademy.com, and Notices to you must be sent to the email address associated with your COMPANY account. All Notices must: (1) be personally signed by the party sending the Notice; (2) provide the relevant user's name, email address associated with your COMPANY account, and COMPANY account number or username; (3) provide the claimant's address of residence (and if different, mailing address); (4) describe the nature and basis of the Dispute in detail; and (5) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. The requirements of this Section X.a do not apply to claims brought in small claims court under Section X.d or to requests for interim relief under Section X.f.
After a Notice containing all the information required above is received, the parties agree to engage in good faith for a period of 60 days in an effort to resolve the Dispute (this time period may be extended by agreement of the parties) (this is called the "Informal Resolution Period"). The party receiving the Notice may request a telephone or video settlement conference during the Informal Resolution Period in an effort to facilitate resolution of the Dispute ("Informal Settlement Conference"). The Informal Settlement Conference, if any, will take place at a mutually agreeable time, which can be after the 60-day Informal Resolution Period if needed to accommodate the parties' schedules. During the Informal Settlement Conference, you and a COMPANY representative must both personally participate in a good-faith effort to resolve the Dispute without the need to proceed with arbitration. Any counsel representing the parties also may participate. Personal participation in an Informal Settlement Conference will not be required if both you and COMPANY agree in writing.
The Notice, Informal Resolution Period, and Informal Settlement Conference are intended to give the parties a meaningful opportunity to resolve Disputes informally. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" section has not been met, the parties agree that a court can enjoin the filing or prosecution of an arbitration and, unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration nor demand fees in connection with such an arbitration. Notwithstanding the foregoing, a party retains the right to raise non-compliance with the requirements of this section and seek appropriate relief in arbitration, if neither party wishes to bring the issue to a court.
Any applicable statute of limitations or contractual limitations period will be tolled for any claims and requests for relief set forth in a Notice from the date that either you or COMPANY sends the other a fully complete Notice until: (1) 30 days after completion of the Informal Resolution Period, if no Informal Settlement Conference is held; or (2) 30 days after completion of the Informal Settlement Conference if an Informal Settlement Conference is held ("Tolling Period").
Neither you nor COMPANY may commence an arbitration proceeding until after the Tolling Period has ended.
b. ArbitrationThe Parties agree to submit any and all Disputes to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except as otherwise stated herein; provided, that if AAA determines this Agreement to be a consumer agreement, the arbitration shall instead be administered under AAA's Consumer Arbitration Rules then in effect. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If AAA is unavailable or declines to administer the arbitration in accordance with its rules, the Parties shall agree on a substitute administrator, and failing such agreement within thirty (30) days, either Party may petition a court of competent jurisdiction to appoint an arbitrator pursuant to Section 5 of the Federal Arbitration Act. The arbitration shall be governed by the Federal Arbitration Act and, to the extent state law applies, by the laws of the State of Mississippi.
The arbitration shall be conducted before a single arbitrator appointed in accordance with the AAA rules. The arbitration shall be conducted by telephone, videoconference, or on the basis of written submissions, unless the arbitrator determines that an in-person hearing is necessary; if an in-person hearing is held, the locale shall be determined in accordance with the AAA rules. Administrative fees and arbitrator compensation shall be allocated in accordance with the applicable AAA fee schedule. Subject to that schedule, the arbitrator may award costs and fees to the prevailing Party to the extent permitted by applicable law. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or any part of it is void or voidable, except as expressly provided in Section X.c with respect to the class and representative action waiver. The decision of the arbitrator shall be in writing and, upon the timely request of either Party in accordance with the AAA rules, shall set forth the essential findings and conclusions on which it is based.
c. Class and Representative Action Waiver
Any Dispute shall be arbitrated on an individual basis only. Neither Party may bring or participate in any class, collective, consolidated, coordinated, mass, or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding. Notwithstanding the delegation provision in Section X.b, the enforceability of this Section X.c shall be decided exclusively by a court of competent jurisdiction and not by the arbitrator. If this Section X.c is found unenforceable as to any claim or request for relief, then Sections X.b and X.c shall be null and void as to that claim or request for relief, which shall proceed exclusively in the state or federal courts located in Union County, Mississippi, and the Parties consent to personal jurisdiction and venue therein.
d. Small Claims
Either Party may bring an individual claim in small claims court in a court of competent jurisdiction, so long as the claim remains in that court, is brought on an individual (non-class, non-representative) basis, and is within that court's jurisdictional limits. Filing such a claim is not a waiver of the right to arbitrate any other Dispute.
e. Batching of similar claims
If 25 or more similar Demands for Arbitration are filed against COMPANY by or with the assistance of the same or coordinated counsel, the Parties agree that the Demands shall be administered in batches of no more than fifty (50) at a time, with a single arbitrator appointed for each batch and a single set of filing and administrative fees due for each batch. The Parties shall cooperate in good faith with AAA to implement batching, and any dispute regarding the applicability or implementation of this Section X.e shall be resolved by a process arbitrator appointed under AAA's Mass Arbitration Supplementary Rules. Applicable statutes of limitations shall be tolled for all Demands subject to batching until the batch containing the Demand is filed.
f. Interim Relief
Notwithstanding any other provision of this Agreement, either Party may seek interim, provisional, injunctive, or other equitable relief in a court of competent jurisdiction, without first complying with Section X.a and without waiving any right to arbitrate. COMPANY may additionally bring an individual action in a court of competent jurisdiction to enjoin infringement or other misuse of its intellectual property rights, including unauthorized copying, downloading, sharing, or redistribution of the Services or any content made available through them.
g. Survival and severability
This Section X survives termination or expiration of this Agreement and any cancellation or deletion of your COMPANY account. Except as provided in Section X.c, if any portion of this Section X is found unenforceable, the remainder shall be given full force and effect.
XI. Limitation on Legal Action
EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW, YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES (OR THE RELATIONSHIP OF THE PARTIES) MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
XII. Miscellaneous ProvisionsNon-Assignable by you. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without COMPANY’s prior written consent, which consent may be withheld within COMPANY’s sole and absolute discretion. No assignment, delegation, or transfer will relieve you of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. COMPANY may however assign this Agreement without limitation.
Relationship of The Parties. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between you and COMPANY. Neither Party is by virtue of this Agreement authorized as an agent or legal representative of the other Party. You are not granted any right or authority to either assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of COMPANY or to bind COMPANY in any manner.
Severability. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the Parties. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between you and COMPANY and supersedes all prior agreements or understandings related to the subject matter hereof.
Force Majeure etc. Neither party shall be responsible for delays or failures in performance to the extent (but only for the duration) that such party was hindered in its performance by any act of God, civil commotion, labor dispute, or any other occurrence beyond its reasonable control.
Records Retention. COMPANY maintains a records retention schedule which it may amend from time to time. COMPANY maintains its records, which will include not only its corporate records but records of its users and their account activities, work products, performance and achievements (among other things). The COMPANY’s policy is to maintain records necessary to appropriately manage its affairs, but also to comply with various laws and regulations (some of which are likely to mandate the destruction of records after certain periods of time).
Each user’s account activities, work products, performance and achievements (among other things) are generally available to each user as long as that user’s account or service access is current and in effect. However, COMPANY does not and has not committed to maintain each of these records permanently, nor committed to make them available to users indefinitely after termination of their account. As a result, each user is advised to retrieve any account activities, work products, performance and achievements or other records in general from user’s account while still active to avoid the loss of those records.
COMPANY will advise users from time to time as to what records a user may retrieve from the user’s account after the termination of that user’s account or service access and for what period of time.