Terms and Conditions for Services

Last Modified August 12, 2019

1. Applicability and Acceptance to the Terms.

(a) These terms and conditions for services (these " Terms") are the only terms that govern the provision of services by iPrep Inc, dba iPrepDental, a Florida corporation (" Service Provider") to you ("Customer "). The following Terms, govern Customer's access to and use of www.datcourse.com, including its content, functionality, services offered on or through www.datcourse.com, and its subdomains (" Site(s)"), whether as a guest or a registered user.

(b) The accompanying student agreement (the " Student Agreement") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Student Agreement, the Student Agreement shall govern .

(c) Please read the Terms carefully before you start to use the Site. By using the Site, Customer accepts and agrees to be bound and abide by these Terms and the Privacy Policy, included herein. If Customer does not want to agree to these Terms or the Privacy Policy, Customer must not access or use the Site.

(d) These Terms prevail over any of Customer's general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

(e) By using this Site, Customer represents and warrants that he/she is of legal age to form a binding contract with Service Provider and meet all of the foregoing eligibility requirements. If Customer does not meet all of these requirements, Customer must not access or use the Site(s).

2. Services. Service Provider shall provide the services to Customer as described in the Student Agreement (the "Services") in accordance with these Terms.

3. Refunds. Refunds are not available.

4. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Student Agreement, and any such dates shall be estimates only.

5. Customer's Obligations. Customer shall:

(a) cooperate with Service Provider in all matters relating to the Services;

(b) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;

(c) provide such customer materials or information as Service Provider may request in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and

(d) comply with all applicable laws in relation to the Services before the date on which the Services are to start.

6. Customer's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

7. Privacy Policy. This Privacy Policy explains how Service Provider uses, shares and protects personal information that it collects on the Site(s).

(a) Information Service Provider Collects: Personal Data is any information about an individual from which that individual can be identified. Customer's name, address, phone number and bank account number are examples of personal data. It does not include data where the identity has been removed (anonymous data). Service Provider collects Personal Data from Customer in various ways, including when Customer visit the Site(s), create an account with Service Provider, purchase, enroll in and use Service Provider's Services, use Service Provider's Apps, answer surveys, participate in Service Provider's social media communities, such as on Facebook, and when Customer send Service Provider feedback.

(b) When Customer log-on to Service Provider's websites or to Service Provider's App(s), Service Provider automatically receives information from Customer's device, including Customer's IP address and location. Service Provider and its service providers may use "cookies" to keep, and sometimes track, information about Customer, and to create a personalized web experience. Cookies are small data files that are stored on Customer's device's web browser. Cookies track where Customer travels on Service Provider's Site and what Customer looks at and purchase. Customer agrees to the use of cookies in this way. Most web browsers can be set to inform Customer when a cookie has been sent to Customer and provide Customer with the opportunity to refuse that cookie. Service Provider and its service providers may also use so-called "pixel tags", "web beacons", "clear GIFs" or similar means (collectively, "Pixel Tags") in connection with some Site pages and HTML-formatted email messages to, among other things, compile aggregate statistics about Site usage and response rates. A pixel tag is an electronic image, often a single pixel (1x1), that is ordinarily not visible to Site visitors and may be associated with cookies on the visitors' hard drives. Pixel Tags allow Service Provider to count users who have visited certain pages of the Site, to deliver branded services, and to target Service Provider's promotional or advertising campaigns and determine their effectiveness.

(c) If Customer's parent, school, employer or other third-party purchases the Services on Customer's behalf, or if an agent refers Customer to Service Provider, such third parties may provide Service Provider with Personal Data about Customer, including Customer's first name, last name and email address. Service Provider may also collect Personal Data about Customer from Service Provider's business partners, if any.

(d) Use of Customer's Personal Data: Service Provider may use Customer's Personal Data in the following ways:

(i) For the purpose Customer provided personal data, for example to enroll or register Customer to allow him/her to receive the Services or respond to a specific inquiry;

(e) To customize and personalize Customer's learning experience to him/her;

(f) To administer, support, improve and develop Service Provider's business;

(g) To send information to Customer about Service Provider's products or services;

(h) To send information to Customer about select third party's products or services that may be of interest to him/her;

(i) To allow Customer access to the Site to post Customer's content or communicate with others; and

(j) And as otherwise described to Customer at the point of collection.

(k) Mobile Devices, Phone Calls and SMS: If Customer provides Service Provider with a telephone number, such as when Customer purchases, enroll in or uses the Services, Customer agrees that Service Provider may contact Customer by telephone and/or text message utilizing automated technology at such telephone number(s). Customer understands that this consent is not required to purchase goods or services from Service Provider.

(l) Disclosure of Customer's Personal Data: Service Provider does not share Customer's Personal Data with third parties for their marketing purposes, though Service Provider may share Customer's Personal Data with other affiliates of Service Provider. Service Provider may disclose Customer's Personal Data in response to legal process, to protect Service Provider's rights, as otherwise required by law, or for the prevention or detection of a crime. Service Provider may share Customer's Personal Data with trusted third parties who are delivering services to Service Provider, including those who help deliver Service Provider's Services, help Service Provider process transactions, such as charging Customer's credit card when Customer makes purchases, and otherwise help Service Provider operate Service Provider's business. These third parties are not authorized by Service Provider to use Customer's Personal Data except in connection with providing services to Service Provider. Service Provider may disclose anonymous data to third parties. Service Provider may also share Customer's information with third parties that Customer has specifically designated as authorized to receive information from Service Provider.

(m) If payment for Customer's Program was made by a third party, Service Provider may provide that third party with access to Customer's Personal Data and other data. If Service Provider provides Customer access to a Program in Customer's capacity as a student of a school that has contracted with Service Provider, Service Provider may share Customer's activity, performance and other data with Customer's school, even if Customer's paid for the Program in whole or in part.

(n) If Service Provider sells its company or part of it, or its business enters into a joint venture with another business entity, Service Provider may disclose Customer's Personal Data to its new business partners or owners who may then provide Customer with information about their products and services.

(o) Customer's Ability to Choose: If Customer does not wish to continue receiving emails from Service Provider, Customer may unsubscribe by clicking on the unsubscribe link in Service Provider's emails and following directions. If Customer does not wish to continue receiving SMS messages from Service Provider, Customer may text "STOP" to Service Provider 7864985212. Customer may also direct Service Provider to stop marketing to Customer by emailing Service Provider at joana@datcourse.com.

(p) Transfer of Data Outside of Customer's Home Country: Customer's Personal Data will be held in the United States. Customer's Personal Data may also be stored, processed and accessed in other countries where Service Provider has facilities or where Customer is located. Customer's consent to the transfer of Customer's Personal Data outside Customer's country, including to the United States.

(q) Security and Information Retention: Service Provider employs security measures to protect Customer's information both online and offline from access by unauthorized persons and against unlawful processing, accidental loss, destruction and damage. The Personal Data Service Provider obtains from students allows Service Provider to deliver smarter, more efficient and more effective instruction.

(r) Third Party Websites: Some of the products and services advertised on the Site(s) are sold and delivered by third parties ("Third Party Sellers"). The Site(s) may also provide links to third party websites. This Privacy Policy governs collection and use of Personal Data by Service Provider. This Privacy Policy does not apply to Third Party Sellers or to third party websites and Service Provider makes no representation about their data practices or policies.

(s) Changes to this Privacy Policy: Service Provider will update this Privacy Policy from time to time. When Service Provider post changes to this Privacy Policy, Service Provider will revise the "Effective Date" on the Site. Service Provider recommends that Customer checks Service Provider's Site(s) from time to time to inform himself/herself of any changes in this Privacy Policy or any of Service Provider's other policies, as they are binding on Customer.

8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.

9. Intellectual Property. All Services, including Sites, Apps, and other intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, " Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Student Agreement (collectively, the " Deliverables") shall be owned by Service Provider. The Services provided are for Customer's personal and non-commercial use only. Customer may not enroll in or use any Service Provider's Services for the benefit of any competitor of Service Provider. The materials used by Service Provider to provide its Services, including but not limited to books, video, audio, text, questions, explanations, diagrams, images, animations and other content, may not be shared, re-sold, reproduced, re-published, modified, transferred or distributed in any way without Service Providers' prior written consent. Customer may not make any audio and/or video recording of a class or any part of the Services provided by Service Provider. Subject to Customer's compliance with the Terms, Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

10. Confidential Information.

(a) All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:

(i) in the public domain;

(ii) known to Customer at the time of disclosure; or

(iii) rightfully obtained by Customer on a non-confidential basis from a third party.

(b) Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.

(c) Service Provider shall be entitled to injunctive relief for any violation of this Section.

11. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (D) ACCURACY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

12. Limitation of Liability.

(a) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE STUDENT AGREEMENT AGREEMENT .

13. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:

(a) fails to pay any amount when due under this Agreement; or

(b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part .

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

15. Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage .

16. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

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

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

20. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Student Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

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

22. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

23. Arbitration and Class/Collective Action Waiver. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in Miami-Dade County, Florida, USA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in the English language before and by a single arbitrator selected by the parties. If the parties have not selected an arbitrator within ten (10) days of written demand for arbitration, the arbitrator shall be selected by the American Arbitration Association pursuant to the then current rules of that Association. The expenses of arbitration shall be divided equally between the parties. The duty to arbitrate shall survive the cancellation or termination of this Agreement.

To the maximum extent permitted by law, should Customer wish to initiate a legal action against Service Provider in arbitration, Customer waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Service Provider or a related entity is a party. The same applies to Service Provider 's legal actions against Customer. Thus, Customer and Service Provider agree that each may bring claims in arbitration against the other only in Customer or its individual capacity and not as a plaintiff or class member in any purported class. Further, unless both Customer and Service Provider agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over a representative or class proceeding.

24. Entire Agreement. The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Service Provider with respect to the Site(s) and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site(s).

25. Your Comments and Concerns. This Site is operated by iPrep Inc., a Florida corporation, located at 7344 SW 48th St, Suite 103, Miami, FL 33155.

26. All other feedback, comments, requests for technical support and other communications relating to the Site should be directed to: support@datcourse.com