Professional Learning Services (“PLS”) provided by BrainPOP are subject to these terms and conditions (“PLS Agreement”). Additional terms may apply to some services offered if we signed a separate agreement with you for such services. PLS are considered “Services” as defined in the Terms of Use and Privacy Policy posted on www.brainpop.com, as updated from time to time (collectively, the “Terms of Use”).

PLS is provided by BrainPOP LLC (“BrainPOP”, “we,” “us”). If you have any questions concerning this PLS Agreement, you may contact us at the following address:

BrainPOP
71 W 23rd St., 17th Fl.
New York, NY 10010
Phone: 212.574.6000
Email: legal@brainpop.com

Professional Learning Services

We will provide PLS as detailed in the quote(s) provided to you. The PLS offered may include, but is not limited to, workshops, coaching, and other educational programs related to our Products and Services, either your facilities, a mutually agreed upon location, or virtually, and will be aligned to the applicable PLS agreed to between you and us. PLS is not intended for minors.

Cancellation Fees

If you cancel your PLS four (4) days or less before the scheduled date, you will be responsible for the full price of the PLS.

If you cancel your PLS within thirty (30) days but more than four (4) days before the scheduled date, and we are unable to reschedule, you will pay fifty percent (50%) of the total price of the PLS. If you fail to reschedule, then BrainPOP is not obligated to provide the PLS or issue a refund.

BrainPOP reserves the right to cancel your PLS for any breach of the PLS Agreement or misrepresentation by you or if you become unresponsive prior to the PLS, at any time, and shall not be held liable to you for any damages of any kind (whether direct or indirect) incurred by you as a result.

Payment Terms

You shall pay all fees due for the PLS within thirty (30) days from receipt of invoice. You shall notify us in writing of any dispute with any invoice within ten (10) days from your receipt of such invoice. The parties shall seek to resolve all such disputes expeditiously and in good faith.

PLS Delivery

By purchasing PLS, you agree to i) fully cooperate with us in all matters relating to the PLS and provide reasonable access to your premises, materials, technology, and devices necessary for us to perform the PLS.; ii) respond promptly to our requests for direction, information, approvals, authorizations, or decisions necessary for us to perform the PLS; iii) provide complete and accurate materials or information as requested, in a timely manner, to facilitate the successful execution of the PLS; iv) secure and maintain all required licenses and consents, and ensure full compliance with all applicable laws in relation to the PLS before the commencement date; and vi) notify BrainPOP of any legal requirements pertaining to the provision of PLS at your premises.

Failure to provide a response within five (5) business days of our request may, at our discretion, be considered a termination of the PLS.

To guarantee the availability of our resources and successful scheduling, you shall provide us with a minimum of thirty (30) days written notice before your desired start date for any requested PLS.

Intellectual Property and Ownership

You agree and acknowledge that BrainPOP and its licensors own all intellectual property rights in and to the BrainPOP Products and any IP within the PLS, including, without limitation, all trademarks, trade names, service marks and copyrights in the products and all underlying software programs and related documentation. You agree and acknowledge that you shall not acquire any right, title or interest in or to any of BrainPOP’s intellectual property, including, without limitation, software, trademarks, copyrights and other intellectual property of BrainPOP and no other rights are granted by BrainPOP to you in BrainPOP’s intellectual property by implication, estoppel or otherwise. Further, You shall not, without our prior written permission, copy our materials, use our branding in promotions, or record PLS sessions.

Force Majeure

BrainPOP shall not be liable nor be deemed to have defaulted under or breached this PLS Agreement, for any failure or delay in performing the PLS due to events beyond our reasonable control, including but not limited to, natural disasters, war, terrorism, governmental actions, strikes, or pandemics.

Disclaimer and Limitation of Liability

THE PLS, INCLUDING THE CONTENT AND ALL INFORMATION, MATERIALS, PRODUCTS AND PLS INCLUDED IN OR OTHERWISE MADE AVAILABLE TO YOU, ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLS OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE PLS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREES THAT YOUR USE OF THE PLS AND CONTENT IS AT YOUR OWN RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL OUR TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, TO US BY THE INJURED PARTY. IN ANY JURISDICTION THAT DOES NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR A TOTAL MAXIMUM AMOUNT, OUR LIABILITY OR LIABILITY OF ANY OF OUR MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AFFILIATES, AGENTS, SUPPLIERS, CUSTOMERS OR LICENSEES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.