Terms of Service

1. General Information

 

This website (“Website“, “Online Shop“) is operated by the Hsquared Education GmbH, Auenstr.100, 80469 Munich, Germany. For the purpose of these Terms of Service (“Terms of Service”, “Terms”), the terms “we”, “us” and “our” refer to Hsquared Education GmbH and the terms “you”, “user” or “customer” refer to users of the Online Shop and customers of physical and digital products from the Online Shop. Hsquared Education GmbH offers this Online Shop, including all information, tools, services and products available from this Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

 

By visiting our Online Shop and/or purchasing something from our Online Shop, you engage in our “Service” and agree to be bound by the following Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Online Shop, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

 

Please read these Terms of Service carefully before accessing or using our Online Shop. By accessing or using any part of the Online Shop, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Online Shop or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

 

Any new features, tools or products that are added to the current Online Shop shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Online Shop. The new Term of Service then apply for transactions or purchases made after their publication on our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Online Shop following the posting of any changes constitutes acceptance of those changes.

 

Our Online Shop is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

 

Some clauses in these Terms of Service contain special provisions for users that reside within the EU/EEA (see sub-headings). Please read these clauses carefully to ensure you are familiar with the respective provision that applies to you.

 

2. Offerings of Hsquared Education GmbH; Products

 

The Hsquared Education GmbH offers both physical and digital products (“digital products”, ”ePapers“, ”eBooks“; physical and digital products together “Products”) for you to involve in your studying through our Online Shop. They are brought to you through our product brand SmartPrep. The knowledge in the wide field of learning and teaching materials is subject to constant change and development. Although every care has been taken to provide you with high quality products, we cannot fully exclude that certain information is either incomplete or incorrect. Of course, however, opinions change, interpretations vary and literature is updated. We will try to keep up with these developments with updates or new releases. If you spot any mistake or gap, please send us your feedback to:

info@smart-prep.com.

 

3. Online Shop Terms

 

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

 

When making purchases in our Online Shop, you have the possibility to register as a user by creating a customer account (hereinafter: “Customer Account“ or “Account“). Purchases in our Online Shop can also be made as a guest, i.e. without creating an Account. The data requested for registration must be stated accurately for purposes of invoicing and payment.

You are prohibited from entering data of any third-parties and must keep your personal information up-to-date (see Section 5). Sending us your complete registration form is considered an offer of you to open an Account. You will receive a confirmation by E-Mail with personal Login-Data (hereinafter: “Login-Data“) when applicable. When receiving the confirmation E-Mail, we are accepting your offer. We have the right to reject registrations without giving any reason and without penalty.

 

4. General Conditions

 

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred to us unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

 

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Online Shop through which the service is provided, without express written permission by us.

 

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.

 

5. Accuracy of Billing and Account Information

  

You agree to provide current, complete and accurate purchase and account information for all purchases made in our Online Shop. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

 

All orders placed through our Website are subject to our acceptance. We reserve the right to refuse or cancel any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same Customer Account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the E-Mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

 

6. Returns Policy / Right to withdraw from purchase

 

You have a right to withdraw from a purchase. For more detail, please review our Returns Policy: Version for customers residing WITHIN the EU/EEA and version for customers residing OUTSIDE the EU/EEA.

 

7. Access Data; Indemnification and termination in case of abuse

 

You must keep your password and Login-Data secure. You are fully responsible for all use of your Account and for any actions that take place using your Account.
It is prohibited for you to allow others to use your Login-Data or Account. Maintaining the confidentiality and security of your Account is solely your responsibility. In the case of any unauthorized use of your Login-Data and/or Account, you agree to notify us immediately. We will not be held liable for any losses arising out of the unauthorized use of your Login-Data and/or Account. Within the boundaries of your liability for damages, you further agree to indemnify and hold us harmless or any associated companies, agents, affiliates and/or licensors, as applicable, for damages caused by unauthorized uses of your account.

 

If you violate these Terms of Service: (a) by submitting false information during the registration process; and/or (b) due to unauthorized disclosure of Login-Data, especially passwords, we are entitled to terminate the use of your Account temporarily or permanently and/or block access to your Account with immediate effect or withdraw access within a time period set by us at our discretion and/or terminate the user agreement extraordinarily and with immediate effect. In such a case, you may not register for a new Account without former explicit written consent by us.

 

8. Physical and Digital Products

 

By clicking on the “Add to Cart” button and proceeding with the ordering process, the customer can order any Product(s). The customer’s offer is submitted by clicking on the „Place my order“ button. As soon as the customer receives a confirmation of the order via E-Mail, the contract for purchase of the Product takes effect.

Any products provided to you by us are for your personal use only.

We have made every effort to display as accurately as possible the colors and images of our Products that appear in our Online Shop. We cannot guarantee that your computer monitor's display of any color will be accurate.

The images of on our website may contain elements that are subject to change, as we always try to further improve the design and the usage of our products. We do not warrant that the final product will look exactly the same.

Certain Products or Services may be available exclusively online through the Online Shop. These Products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or product pricing are subject to change at anytime without notice, at the sole discretion of us. New descriptions and prices apply for purchases made after their publication on our website. While we attempt to provide accurate descriptions of the products and services available on our Website, we do not warrant that the descriptions are accurate, complete, reliable, current or error-free. We reserve the right to discontinue any product at any time. Any offer for any product or service made in this Online Shop is void where prohibited.

 

9. Technical Requirements for using Digital Contents

 

To make use of our digital products and to read and save them, you require a customary internet connection and a program that enables you to view documents in electronic format. You are responsible for all hardware, software, network availability and internet connectivity.

 

10. Delivery Terms

 

The customer bears any shipping costs that may be involved in the delivery of physical products, unless explicitly stated otherwise. Digital products will be: (a) available for download from the Online Shop; or (b) will be sent to you via E-Mail in a PDF and/or docx format.

The delivery times stated in our Online Shop are estimates. We are not responsible for any non-compliance with estimated delivery times as third-party service providers carry out the delivery of our products.

You will receive a full refund of your payment if, due to copyright issues or for good cause, we cannot deliver the product (see Return Policy)

 

We are entitled to make partial deliveries as long as it will be economically reasonable and technically feasible for the other party. We retain the capacity to stop sales of single eBooks and/or ePapers should there be a case of copyright infringement or any other substantial reasons. If, for such a reason, the digital product is no longer available for download and/or you have not yet been able to download the file completely and free of technical error in one of the provided electronic formats within twelve months after the purchasing agreement has been concluded, you are entitled to a full refund of the purchase price.

 

11. Prices and Terms of Payment

 

Only the prices stated in our order confirmation are binding. We reserve the right to change prices without notice. The price of subscriptions, which have been ordered prior to the publication of the change in prices of subscriptions in the Online Shop, is not affected.

 

The prices stated in our Online Shop are gross prices (net prices plus the valid legal sales tax which might apply under German law) for all deliveries within Germany and/or to other EU-countries. You are subject to the net prices (gross prices less the valid legal sales tax which might apply under German law) when you provide us with a valid VAT registration number.

The prices stated in our Online Shop are net prices (prices exclusive of any valid legal sales tax which might apply under German law) for all deliveries outside of the EU. You are responsible to pay any taxes and other levies (for instance at customs), which are subject to the laws of your jurisdiction.

Billing will be issued only in Euro.

 

The purchase price for individual orders of physical products, single use of digital products and subscriptions of physical and/or digital products are to be paid in advance and immediately upon completion of the ordering process.

We are offering you multiple methods of payment. The purchase price of Products can be paid via credit cards or PayPal.

Digital products will be made available to you, after your payment has been authorized (see Section 9).

If payments are not authorized, we will notify you about the cancellation of your order. If the order has already been sent, you must return it at your own expense.

If the payment process is carried out via payment system providers, their terms of use apply exclusively. A user account might be required by the payment system providers to carry out transactions.

 

All Products that are part of one order remain our property until the full payment for that order has been received.

 

We will compile an invoice about the ordered products and send this to your E-Mail address. We may charge additional fees should you request a paper invoice.

 

12. Rights of use for Digital Products

 

Digital products are made available to you by us as a document in electronic format (see Section 8).

 

Copyright law applies to all digital products. All digital products provided to you by us are for your personal use only. You are entitled to save any downloads of digital products, made available by us as a document in electronic format, to your personally used terminal device. You are not permitted to allow commercial access to the digital products to anyone else but yourself. The unauthorized reproduction of all digital products, especially on, but not limited to, terminal devices used by third parties, its modification and the disclosure of the result is strictly prohibited. This extends to any Intra- or Extranets. You are also obliged to not give, lease, assign, license, sub-license, transfer, distribute, disclose, disseminate or publish the digital products in any form to any third party. This also applies to individual articles, fotos and other individual components as well as components of such that are subject to any legal protection and/or are protected by copyright law.

To protect the digital products from misuse, we may watermark the digital products and/or use other technical means of identification by including the customer’s name and E-Mail address. We reserve the right to mark the digital products and it’s individual components by applying additional measures, which might not be immediately apparent to the customer, and use other technological protection measures to prevent copyright (anderweitig schutzrechtswidriger Handlungen) infringing activities.

 

If the customer of the digital products acts in conflict with the terms stated above, Hsquared Education GmbH reserves the right to block the access to download the digital products). Hsquared Education GmbH also reserves the right to block and/or prohibit access to downloaded digital products if the customer acts in conflict with the stated above.

 

For customers residing WITHIN the EU/EEA: In deviation from the above, you are permitted to transfer, resell or sublicense the digital product to a third party if you have permanently deleted and destroyed all copies of the products in your possession.

 

13. Intellectual Property

 

The Hsquared Education GmbH owns the copyrights: (a) of all materials in the Online Shop and products/services; or (b) has reproduced these with the copyright owners permission. All materials and products may only be used for strictly personal purposes.

You may not use any names, trademarks or registered trademarks of products or services provided by us. “SmartPrep“ is a trademark of Hsquared Education GmbH.

Please contact us at: 

info@smart-prep.com

 

should you require further information regarding permission to use our materials and/or products/services in any other than for a strictly personal use.

 

14. Accuracy, Completeness and Timeliness of Information

 

We are not responsible if information made available in this Online Shop is not accurate, complete or current. The material on this Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Website is at your own risk.

This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Website at any time, but we have no obligation to update any information on our Website. You agree that it is your responsibility to monitor changes to our Website.

 

15. Modifications to the Service

 

Hsquared Education will make reasonable efforts to keep the Hsquared Education Service operational. However, we reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. You understand and agree that Hsquared Education has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service.

 

16. Optional Tools

 

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

 

 17. Third-Party Links

 

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

 

18. User Comments, Feedback and other Submissions

 

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false E-Mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

 

 19. Personal Information, Privacy

 

Our Privacy Policy governs your submission and our processing of personal information through the Online Shop.

 

20. Errors, Inaccuracies and Omissions

 

Occasionally there may be information on our Website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related Website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related Website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related Website, should be taken to indicate that all information in the Service or on any related Website has been modified or updated.

 

 21. Prohibited Uses

 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Website or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related Website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related Website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related Website for violating any of the prohibited uses.

 

 22. Disclaimer of Warranties;

 

22.1. For customers residing OUTSIDE the EU/EEA, the following applies:

IN ORDER TO PROVIDE YOU WITH THIS SERVICE AND PRODUCTS, WE ARE UNABLE TO OFFER ANY WARRANTIES OR MAKE ANY REPRESENTATIONS ABOUT ANY BENEFITS OR OPPORTUNITIES WHICH YOU MAY OBTAIN ON THIS SITE. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY MATERIAL AT THE SITE, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES. IN ADDITION, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THIS WEB SITE WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE.

 

TO THE EXTENT THAT YOU MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND OTHER TERMS OR PROVVISIONS OF THIS AGREEMENT, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.

 

22.2 For customers residing IN the EU/EEA, the following applies:

 

Defect. Hsquared Education warrants that, at the time of transfer of risk of loss the Products are capable of complying with the specifications contained in the Documentation for the Product (the "Performance Description"). If a Product (i) is not capable of complying to the Performance Description, or (ii) violates intellectual property rights or proprietary rights, the Product for purposes of this agreement shall qualify as defective ("Defective Product" or "Defect"). Minor deviations from the Performance Description shall not qualify as Defect.

 

Remedies. In case a Product contains a Defect, customer shall set a reasonable period for Hsquared Education to remedy the Defect. Customer’s right to renewed performance (Nacherfüllung) shall be modified so that Hsquared Education at its option may (i) either repair or (ii) deliver a replacement for the Defective Product. If Hsquared Education does not succeed within a reasonable period to remedy a Defect, customer shall be entitled, to either (i) rescind the applicable Order of the Defective Product, (ii) lower the price for the Defective Product (Minderung), or (iii) to set one final reasonable period for Hsquared Education to remedy the Defect. If such final period lapses and Hsquared Education has not been successful in its remedial efforts, Hsquared Education reserves the right to refuse to provide renewed performance. As soon as the customer has exercised its right to rescission of the respective Order, customer's right to use the ordered Product shall end. In this case and to this extent, customer shall return the Product and destroy all copies thereof as directed by Hsquared Education and, if requested, will certify in writing to Hsquared Education as to the destruction or return of the Products and all copies thereof.

 

Warranty Period. The warranty period shall be 24 months starting with delivery of the Product.

 

23. Limitation of Liability

 

23.1 For customers residing OUTSIDE the EU/EEA, the following applies:

IN ORDER TO PROVIDE YOU WITH THIS SERVICE AND OUR PRODUCTS, WE ARE UNABLE TO ACCEPT LIABILITY FOR ANY CONDUCT, ACTS OR OMISSIONS OCCURRING ON THIS WEB SITE OR ANY LOSSES YOU MAY INCUR IN CONTEXT OF OUR PRODUCTS OR SERVICES. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, EVEN IF YOU CLAIM TO HAVE NOTIFIED US ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD-PARTIES. IN NO CASE SHALL HSQUARED EDUCATION GMBH, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR PRODUCT OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

23.2.    For customers residing WITHIN the EU/EEA, the following applies:

 

  1. Subject to Section 2 hereof Hsquared Education contractual and statutory liability for damages shall, irrespective of its legal ground, be limited as follows:

 

  • Hsquared Education shall only be liable up to the amount of the foreseeable damages typical for this type of contract for damages caused by a slightly negligent breach of a material contractual obligation.
  • Hsquared Education shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation and the slightly negligent breach of any other duty of care applicable.

 

  1. The aforesaid limitations of liability shall not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), liability for assuming a specific guarantee and liability for culpably caused personal injuries.

 

24. Indemnification

 

You agree to indemnify, defend and hold harmless the Hsquared Education GmbH and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

 

 25. Severability

 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

 

 26. Termination

 

The obligations and liabilities of the parties incurred prior to the termination date, including, but not limited to any purchase of Products made, shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

 27. Entire Agreement

 

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules referenced therein constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

 

28. Governing Law, Mandatory Arbitration, and Venue

 

28.1 For customers residing OUTSIDE the EU/EEA, the following applies:

 

Applicable Law. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, or the terms of this Section, these Terms of Service are subject to the law of the State of California, United States, without regard to choice or conflicts of law principles. Further, you and Hsquared Education agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California to resolve any dispute, claim or controversy that arises in connection with these Terms of Service.

 

Binding Arbitration. You and Hsquared Education agree that any dispute, claim or controversy arising out of or relating in any way to the Service or Product or your use thereof, including these Terms of Service or other Agreements, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Hsquared Education GmbH are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Terms of Service and the termination of your Hsquared Education GmbH account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these Terms of Service, and as administered by the AAA. You and Hsquared Education GmbH agree that these Terms of Service involve interstate commerce and are subject to the Federal Arbitration Act. Furthermore, you agree that any dispute, claim or controversy with an amount of $75,000.00 or less shall be determined by one arbitrator, and the parties shall submit written evidence to the arbitrator without a hearing.

 

YOU AND Hsquared Education AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.

 

Any arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder to be paid by Hsquared Education GmbH. Any arbitration costs or fees deemed “excessive” will be paid by Hsquared Education GmbH.

 

28.2. For customers residing WITHIN the EU/EEA, the following applies:

 

Applicable Law. These Terms of Service shall be governed by and interpreted in accordance with the laws of Germany excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

Venue. Any dispute between the parties relating to the validity, performance, interpretation or construction of there Terms of Service or the agreement between the parties will be submitted to courts located within Munich, Germany which courts have exclusive jurisdiction.

 

 29. Contact Information

 

Questions about the Terms of Service should be sent to us at:

info@smart.prep.com.

 

 

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March 2015