Updated March 28th, 2018
The services that Serv Corp. (hereinafter “SERV/”, “we”, “our”, and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms and Conditions”), which govern your access and use of our classes, design training, workshops, services, all courses, materials, information, data and/or products provided by SERV/ (collectively, the “Services”).
By using the Services, you signify your agreement with these Terms and Conditions and are entering into a legally binding agreement with SERV/. If you do not accept the Terms and Conditions, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of our Services is unauthorized. You further acknowledge that if you are an individual agreeing to these Terms and Conditions on behalf of a legal entity, you represent that such individual has the legal authority to bind you.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SERV/ WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.
1. Services General. SERV/ provides service design training and/or consulting services. SERV/ retains the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.
Changes. Subject to the conditions set forth herein, SERV/ may, at any time, in its sole discretion, make changes to the Services including but not limited to pricing and/or fees. Any revisions to these Terms and Conditions will take effect when posted unless otherwise stated. In the event a revised version includes substantial changes, SERV/ will provide additional forms of notification as it deems necessary in its sole discretion. SERV/ may make such changes to the terms and conditions contained herein and your continued use of the Services following such changes will constitute your acceptance of such changes. SERV/ will provide a notice of such changes by posting the updated Terms of Service on SERV/’s website and changing the “last updated” date listed above.
Communications from SERV/. By using the Services, you agree to receive certain communications in connection with the Service. For example, you might receive comments, promotions, events and/or features. You consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and/or notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.
Cooperation. At all times during the term, you shall fully cooperate with SERV/, and make competent, qualified personnel available to assist and answer questions as reasonably requested by SERV/. SERV/ will assume that all information, assumptions, representations and data that you supply is accurate and complete. SERV/ is not responsible for the independent verification of required information and shall not be responsible for delays in the provision of the Services caused by your failure to provide such information.
Third Party Equipment. Except as expressly agreed to by the parties in writing, SERV/ has not provided an estimate for, and is not responsible for, the selection or procurement of any hardware or equipment, operating system software, database software, or other third party software, connectivity, data transport, or other intellectual property rights required to perform the Services. You are solely responsible for the selection, procurement, costs, and expenses of acquiring the same, and any other infrastructure required to support your use of the Services.
Errors, Inaccuracy and Omissions. Occasionally there may be information provided through the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to service and/or course descriptions, pricing, offers, Pre-Existing Materials and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omission; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions and/or other information without obligation to issue any notice of such changes, except as prohibited by law. The Services may include resources, virtual products and the fundamental business concepts to help you. However, you acknowledge that while the Service will be comprehensive, completion of a course or workshop and use of the Services does not guarantee that you will know every aspect of service design. You further acknowledge and agree that SERV/ makes no guarantee, express or implied, regarding the Pre-Existing Materials, courses and/or any improvement in your business, skills and/or income.
"Confidential Information" includes (i) all information related to the business of one party (“Disclosing Party”) and any of its affiliates, clients and other third parties, to which the other party (“Receiving Party”) has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services; (ii) all notes, analyses and studies prepared by the Receiving Party incorporating any of the information described in this Article 2, and (iii) the terms and conditions of this Terms and Conditions. The Receiving Party must only use the Disclosing Party’s Confidential Information for the purposes of this Terms and Conditions and may only disclose the Disclosing Party’s Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Terms and Conditions. The Receiving Party will cause such Representatives to comply with this Terms and Conditions and will assume full responsibility for any failure to comply with the terms of this Terms and Conditions. Confidential Information does not include information that: (a) is obtained by the Receiving Party from the public domain without breach of this Terms and Conditions; (b) was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) becomes known by the Receiving Party from a third party independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of such receipt, and may thereafter comply with such process. Upon request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party, destroy or delete as the Disclosing Party directs, all original documents and copies (including those in electronic form) which contain or relate to Confidential Information of the Disclosing Party. Each party acknowledges that a breach of this Article 2 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, injunctive or such further relief as may be proper from a court of competent jurisdiction.
3. Your Responsibility
Responsibility. SERV/ grants you the rights set forth herein, subject to the following conditions: (a) You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (b) You agree not to submit or transmit any emails or materials to SERV/ that contain a virus, worm, Trojan horse or any other harmful component; (c) You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Service or individual sections of it, in any form or media; (d) You shall not submit content that is offensive, including without limitation, bigotry, racism, discrimination, hatred, and/or profanity; (e) You agree not to intentionally hold SERV/ and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (f) You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (g) You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the content and Services, and to notify SERV/ promptly of any such unauthorized access and/or use; and (h) You agree to act in accordance with all applicable laws and shall not use the Service for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services.
Materials. SERV/ retains all rights, title, interest and ownership, of and all intellectual property rights with respect to the Services. SERV/ may provide materials to you and your Representatives including but not limited to: information, notes, recordings, chats, analyses, courses, studies, videos, books, tests, presentational materials and other aids, procedures, frameworks, techniques, operating methods, methodologies, know-how, processes, formulas, source and object codes, data, improvements, plans, modifications, and/or derivative works of the foregoing and any other information which could reasonably be expected to benefit competitors of SERV/ (collectively, “Pre-Existing Materials”). You understand that the Pre-Existing Materials that you receive is confidential and proprietary to SERV/, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner. SERV/ hereby grants, subject to SERV/’s receipt of payment in accordance with the terms and conditions herein, to you a non-exclusive, non-transferrable, royalty-free, and limited license under SERV/’s intellectual rights in and to the Pre-Existing Materials to use solely pursuant to these Terms and Conditions and to any additional terms and policies set forth by SERV/ for your internal and/or personal use, as applicable and solely as so embedded or included in conjunction with the Services.
Your Content. In the event of consulting and/or custom training engagements, you may be required to provide SERV/ with Client Content. “Client Content” means any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software, and other materials or content which you provide in connection with any Services. Client Content excludes any content available in the public domain; and any content owned or licensed by SERV/, whether in connection with providing Services or otherwise. You hereby grant SERV/ a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content solely as necessary to provide the Services. You represent to SERV/ and guarantee that all Client Content is owned by you, or that you have permission from the rightful owner to use each of the elements of Client Content; and that you have all rights necessary for SERV/ to use the Client Content in connection with the Services. You and your licensors retain title, all ownership rights, and all intellectual property rights, in and to the Client Content, and reserve all rights not expressly granted to SERV/ hereunder.
Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to SERV/ a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. SERV/ has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.
General. In consideration for SERV/’s provision of the Services, you agree to pay SERV/ the fees set forth in each course and/or membership that you enroll in through the Services. Please note that SERV/ must receive full payment in order for you to have access the Services. You are responsible for all fees, including without limitation taxes, associated with your use of the Services. You shall pay all fees due hereunder by providing a valid credit card and all fees shall be payable in U.S. dollars within the United States. By agreeing to these Terms and Conditions, you hereby give SERV/ permission to charge the credit card, bank account, or other approved method of payment associated with your account for fees associated with use of the Services. All fees due and payable by Client to SERV/ under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.
Third Party Processor. SERV/ uses a third party service providers such as ‘PayPal’ to execute online payment transactions related to the Services. You acknowledge and agree that we will charge your designated payment method for fees upon your service selection. Any authorization you provide to make automatic payments using the Service will remain in effect until cancelled. You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or third party payment processor.
Refunds. All fees are nonrefundable, unless otherwise stated by SERV/ or as otherwise required by applicable law.
If you violate these Terms and Conditions and/or if we have grounds to suspect that you violated these Terms and Conditions and/or other use parameters included on the Service, we may suspend and/or terminate the Service (or any portion thereof). SERV/ also reserves the right, in its sole and absolute discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice. In the event you fail to pay for the access granted (if applicable), and/or share the access granted with any person or entity, and/or misuse the Services and/or Pre-Existing Materials by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, SERV/ will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately. In such event, SERV/retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.
7. INDEMNIFICATION AND WAIVER
You shall indemnify, defend and hold harmless SERV/, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of or in relation to (i) use of Client Content in the event of an infringement, violation, trespass, contravention or breach in the United States of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party, (ii) any breach of these Terms and Conditions by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of SERV/’s Services and Pre-Existing Materials; and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to SERV/ upon your receipt of notice of any Claim against you which might give rise to a claim against SERV/.
You acknowledge and agree that by accessing or using the Service, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SERVICE, ANY CONTENT, AND/OR PRE-EXISTING MATERIALS ARE PROVIDED BY SERV/TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH SERV/ EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, SERV/ AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICE, CONTENT OR PRE-EXISTING MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, CONTENT, OR PRE-EXISTING MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; AND/OR (C) SERV/ WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICE AND/OR ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SERV/ OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
9. LIMITATION OF LIABILITY
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL SERV/, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SERV/ HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY SERV/ ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, SERV/’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
SERV/’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE GREATER OF (i) FEES, IF ANY, PAID BY YOU TO SERV/ FOR THE AFFECTED SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (ii) $100.
10. SEPARATE AGREEMENTS
You may have other agreements with SERV/. Such agreements are separate and in addition to these Terms and Conditions. Unless otherwise specifically agreed to by SERV/, these Terms and Conditions do not modify, revise or amend the terms of any other agreements you may have with SERV/.
11. NO PROFESSIONAL ADVICE
The information provided through the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. SERV/ does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON OR IN CONNECTION WITH THE SERVICES IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE.
12. Force Majeure
Notwithstanding any other provision of these Terms and Conditions, neither party is liable for any failure to perform, or delay in performing, any particular obligations under this Terms and Conditions where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, epidemics, communication line failures, power failures, acts of God, acts of war, terrorism, riots, civil disorders or rebellions (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. Either party may terminate these Terms and Conditions by giving the other party written notice if the other party fails to perform those obligations for one (1) month due to such Force Majeure Event. This Section does not apply to Article 2, or any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event.
13. Independent contractor
SERV/ is an independent contractor and will determine the method, details and means of performing the Services. No party shall have the authority to bind, represent or commit the other. Nothing in these Terms and Conditions shall be deemed or construed to create a joint venture or agency relationship between the parties for any purpose. Nothing contained herein shall give or is intended to give any rights of any kind to any third persons.
14. Information Collection RESOLUTION OF DISPUTES
Disputes. We want to address your concerns without needing formal legal case. Before filing a claim against SERV/, you agree to try to resolve the dispute informally by contacting us at email@example.com. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or SERV/ agree to resolve any claims related to these Terms and Conditions through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.
Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting SERV/ within thirty (30) day of the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted these Terms and Conditions). You must write us at Serv Corp, Attn: Opt-Out Arbitration, 125 S. Clark St, Chicago, IL 60603. If you opt out, neither you nor SERV/ can require the other to participate in an arbitration proceeding.
Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.
Exceptions to Agreement to Arbitrate. Either you and/or SERV/ may assert claims, if they qualify, in small claims court in Cook County, Illinois. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of SERV/’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and SERV/ agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and SERV/ consent to the foregoing venue and jurisdiction.
If any provision and/or term of these Terms and Conditions shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of these Terms and Conditions, these Terms and Conditions will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or SERV/ of any breach and/or default and/or failure to exercise any right allowed under these Terms and Conditions is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under these Terms and Conditions. Any provision of these Terms and Conditions which, by its nature, would survive termination of these Terms and Conditions will survive any such termination on of these Terms and Conditions. If either party brings legal action to enforce its rights under these Terms and Conditions, the prevailing party will be entitled to recover all fees, costs and expenses (including without limitation reasonable attorneys' fees) incurred in connection with the action. You may not assign, as a result of a change of control or by operation of law or otherwise, your rights or obligations under these Terms and Conditions without the prior written consent of SERV/.