IMPORTANT: Please read the terms and conditions set forth below carefully before accessing the Sites, using or accessing the Digital Content or otherwise utilizing any service or product of ICE Learning Center, (collectively, the Services ). BY CLICKING I AGREE OR I ACCEPT , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

A.  INTRODUCTION. Under these Terms of Use (the Agreement ) executed by and between International Clinical Educators, LLC ( ICE Learning Center or Service Provider ) and you, a physical person or business entity ( you or User ), you are entitled to license copies of videos, materials and other Services from Service Provider subject to the terms and conditions in this Agreement. This Agreement is a legal agreement. By clicking I AGREE or I ACCEPT or otherwise accessing the Services you signify that you have read, understand and agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Digital Content or the Intellectual Property of ICE Learning Center, and you are not permitted to access or use the Services.

B.  DEFINITIONS. As used in this Agreement, the term:

1.  User means an individual human person or entity, or employee, agent or representative thereof, who is accessing the Services;

2.  Institutional Purchaser means a User who purchases or subscribes to any of the Services on behalf of an educational institution (college, school or university), organization, or other entity;

3.  Service Provider or ICE Learning Center means International Clinical Educators LLC, including its officers, directors, employees, shareholders, partners, limited partners, owners, members, agents, affiliates, subsidiaries, successors, and assigns;

4.  Services means all products, services, materials, or content provided to User by Service Provider including any of the Sites, the Digital Content, and the Intellectual Property.

5.  Digital Content means all products and content, including streaming and downloadable files and materials, provided by Service Provider, including but not limited to Video Content, Educational Materials, and Faculty Resources.

6.  Video Content means all streaming videos and related audio files provided through the Services.

7.  Educational Materials means non-video content, such as PDF documents, workbooks, electronic textbooks, documentation templates, webpages, and other files, provided for User's educational reference.

8.  Faculty Resources means all lesson plans, rubrics, templates, and other materials specifically designated by Service Provider as being for faculty use and modification.

9.  Intellectual Property means all patents, patent rights, copyrights, trade secrets, trademarks and service marks, and all derivative works of the foregoing, along with all applications for and registrations of such property;

10.  Sites means icelearningcenter.com, www.icelearningcenter.com, doc.icelearningcenter.com, videos.icelearningcenter.com, faculty.learningcenter.com, faculty2.learningcenter.com, www.icefacultyresources.com, all subdomains, and any other websites operated by Service Provider or at Service Provider's direction in providing the Services.

C.  LICENSE GRANT AND RESTRICTIONS

1.  License to User Subject to the terms and conditions of this Agreement, including the payment of any applicable subscription fees, Service Provider grants User a limited, non-exclusive, non-transferable license, during the Term of this Agreement, to electronically access and use the Services for educational purposes only, as follows:

a.  Video Content: You may stream the Video Content as made available to you. You may not download, copy, store, reproduce, or modify the Video Content in any form.

b.  Educational Materials: You may download and store a reasonable number of copies of the Educational Materials for your personal, educational use. You may not modify, edit, or create derivative works from the Educational Materials.

c.  Faculty Resources: If your account is designated as a "Faculty" account, you may download, modify, and reproduce the Faculty Resources for your own non-commercial, educational use in your classrooms.

d.  Deletion Requirement: Your license to use any and all downloaded or printed Educational Materials and Faculty Resources expires or terminates immediately upon the expiration or termination of your subscription or the termination of the agreement between Service Provider and any school, organization, or other entity pursuant to which you have access to the Services. You must delete all such downloaded or printed materials in your possession or control within 7 days of such expiration or termination.

e.  Your Documentation Notes: We claim no ownership rights over the personal documentation notes you create within the DocuLearn system ("Your Notes"). You are free to download, edit, and use Your Notes for your own personal and educational purposes, both during and after the Term of this Agreement.

2.  License Restrictions - Your license to use the Services is conditioned on compliance with the following restrictions. You may not (and you may not permit anyone else to):

a.  Use any manual process or robot, spider, scraper, or other automated means to collect information from the Services or from other Users of the Services;

b.  Use the Services for anything other than educational purposes;

c.  Mirror any Digital Content contained in the Services or any ICE Learning Center server or use framing techniques to enclose any part of the Sites or other Services;

d.  Circumvent any of the technical limitations of the Services;

e.  Interfere with or prevent access to the Services by other Users, or impose an unreasonable service request or usage load on Service Provider s infrastructure;

f.  Change or remove any Intellectual Property or other proprietary notices in the Services;

g.  Impersonate any person or entity, misrepresent yourself or your entity, or attempt to use another User s account without the user s permission;

h.  Use any metatags or any other hidden text incorporating ICE Learning Center s name or Intellectual Property in any online Sites or posting;

i.  Solicit, trace or otherwise collect any information from Users of the Services;

j.  Use the Services for commercial activities, such as contests or advertising;

k.  Use the Services for (including to train) any form of large language model, machine learning system, or anything that could reasonably be characterized as an artificial intelligence ( AI ) program or model; or

l.  Fail to delete all downloaded or printed Educational Materials and Faculty Resources upon the termination or expiration of your subscription.

3.  Prohibited Uses User is prohibited from using the Services for any illegal, abusive, and/or unethical activities. Such activities include, but are not limited to: (i) infringement of any intellectual property, publicity, privacy, moral (droit moral) or other legal rights, including disclosure of any sensitive or protected health information; (ii) violation of any applicable law or regulation; (iii) actions which are defamatory, threatening, harassing, obscene, pornographic or harmful to minors; (iv) introduction or use of any viruses, Trojan horses, worms, time bombs, spyware, keystroke loggers or other harmful components (including, without limitation, anything that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information); (v) sending of unsolicited spam, bulk or junk e-mail; (vi) anything harmful or potentially harmful to property of ICE Learning Center or any third party; and/or (vii) any other actions which are tortious, harmful to person or property, in violation of contract, or criminal.

4.  Reservation of Rights and Ownership. The Services (including the Intellectual Property of Service Provider) are licensed not sold, and Service Provider reserves all Intellectual Property rights and other rights in the Services not expressly licensed to User in this Agreement. User acknowledges and agrees that Service Provider and/or its licensors or other contractors own all property rights related to the Services as well as in any other content and other materials available on the Sites. This Agreement does not grant User any copyrights or any rights to trademarks or service marks of Service Provider. Users are prohibited from removing, altering or obscuring any Intellectual Property rights notices embedded in the Services or provided by Service Provider.

5.  License to ICE Learning Center User hereby grants to ICE Learning Center a non-exclusive, sub-licensable license to display and otherwise use any intellectual property of the User, including any User trademarks, for purposes of providing the Services.

4. TERM - The Term of this Agreement will commence on the date of your agreement to or acceptance of this Agreement (the Effective Date ) and will end based on either the time period that you select when subscribing to the Services, or pursuant to the terms of the Master Services Agreement entered into between Service Provider and the school, organization or other entity that is facilitating your access, or until this Agreement is terminated by Service Provider, whichever is applicable and occurs first.
5. CONFIDENTIALITY
1. Confidential Information. For purposes of this Agreement, the term Confidential Information means any information disclosed to a Party ( Recipient ) or its representatives, counsel, owners, directors, officers, employees, agents or consultants ( Representatives ), by the other Party (the Disclosing Party ) or its Representatives including, without limitation, Service Provider s Digital Content and any technology, trade secrets, analyses, strategies, concepts, ideas, or any information derived from any of the foregoing.
2. Exceptions to Confidential Information. Notwithstanding Section E.1, above, Confidential Information shall not include any information which (i) is or becomes available to the public other than as the consequence of a breach of any obligation of confidentiality or breach of this agreement; (ii) is actually known to or in the possession of Recipient or its Representatives without any limitation on use or disclosure prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party in possession of such information who is not under obligation to the Disclosing Party not to disclose the information; or (iv) is independently developed by Recipient or its Representatives without access to the Confidential Information.
3. Non-Disclosure and Non-Use of Confidential Information. Recipient and its Representatives shall hold in strict confidence and trust all Confidential Information and shall not disclose, sell, rent or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to any person or entity ( Person ) without the prior written consent of the Disclosing Party. Notwithstanding the preceding sentence, Recipient may disclose Confidential Information to its Representatives who need to know such information to enable Recipient to perform its obligations hereunder and who agree to be bound by the terms of this Agreement. Recipient and its Representatives shall use the Confidential Information only in connection with the performance of its obligations hereunder. Recipient shall require any of its Representatives who obtain Confidential Information to comply with this Agreement and shall be responsible for any breach of this Agreement by such Representatives.
4. Compelled Disclosure. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a court order, search warrant or any other legal requirement of disclosure if no suitable protective order or equivalent remedy is available, provided that Recipient gives the Disclosing Party written notice of such order or legal requirement of disclosure immediately upon knowledge thereof and allows the Disclosing Party a reasonable opportunity to seek to obtain a protective order, and further provided that Recipient shall furnish only that portion of the Confidential Information which is legally required.
5. Return or Destruction of Confidential Information. Upon expiration or termination of this Agreement or upon the earlier written request of the Disclosing Party, Recipient shall promptly return to the Disclosing Party or, at the Disclosing Party s option, destroy any and all Confidential Information received by Recipient or its Representatives from or on behalf of the Disclosing Party, including any and all copies of the Confidential Information or summaries or synopses thereof prepared by Recipient or its Representatives. Notwithstanding the forgoing, in the event of a dispute between User and Service Provider, Service Provider reserves the right to preserve a copy of any User content solely to the extent necessary for prosecution and resolution of the dispute.
6. Data security User shall be solely responsible to maintain any security procedures that User deems appropriate when transmitting data to or receiving data from Service Provider, such as encryption of data, to protect User data. Service Provider may provide confidential information to third parties as necessary to provide the Services to Users, and Service Provider shall take reasonable steps to ensure that any such third parties protect the confidentiality of such information. For details about Service Provider s privacy policies, please refer to the Privacy Policy available on the Sites, or at the privacy policy link provided by Service Provider. You agree to be bound by the applicable Service Provider Privacy Policy, as it may be amended from time to time. It can be found at the following URL: https://www.icelearningcenter.com/privacy-policy.
6. INDEMNIFICATION BY USER - User shall defend and indemnify Service Provider (including without limitation, for the purposes of this Section F, the officers, directors, employees, partners, limited partners, shareholders, owners, members, affiliates, subsidiaries, successors, assigns, licensors, Users, third party contractors, agents, attorneys and representatives of ICE Learning Center) against any and all costs, liabilities, damages and expenses (including reasonable attorneys fees and costs) incurred by Service Provider related to or arising out of any claim that is caused by, relates to, concerns, or results from (i) any breach of this Agreement by User; (ii) any actions by User not expressly permitted by this Agreement; (iii) a User s use of third-party products or services not expressly permitted by Service Provider; (iv) modification of the Digital Content or other Services other than by, at the direction of, or with the approval of ICE Learning Center; (v) use of the Services in combination with any information, content, software, hardware or other equipment not provided by ICE Learning Center where the infringement or misappropriation would not have occurred but for such combination; and/or (vi) any unlawful conduct by User.
7. WARRANTIES & DISCLAIMERS
1. Legal Authority - By accessing the Services, you affirm that you are of legal age to enter into this Agreement and you accept and agree to be bound by the terms herein. User and Service Provider each warrant that they have the full power and authority to enter into this Agreement. If you are an Institutional Purchaser, you warrant that you have the legal authority to bind that educational institution, organization or other entity to this Agreement.
2. DISCLAIMER OF WARRANTIES - THE SERVICES (INCLUDING THE SITES AND DIGITAL CONTENT) ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES AND DIGITAL CONTENT, INCLUDING ANY WARRANTY OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, RELIABILITY, COMPLIANCE, TIMELINESS, FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS, AVAILABILITY OR TRANSMISSION. SERVICE PROVIDER DOES NOT WARRANT THAT IT WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. SERVICER PROVIDER PROVIDES NO WARRANTY ON ANY CONTENT, SOFTWARE OR HARDWARE NOT OWNED BY ICE LEARNING CENTER. USER AGREES THAT ICE LEARNING CENTER IS NOT A MANAGED SECURITY SERVICE PROVIDER, AND THAT ICE LEARNING CENTER DOES NOT WARRANT AGAINST AND DISCLAIMS ALL RESPONSIBILITY FOR DATA SECURITY BREACHES CAUSED IN WHOLE OR IN PART BY HACKERS, THIRD PARTIES OR USERS.
3. NO MEDICAL ADVICE PROVIDED - YOU UNDERSTAND AND AGREE THAT SERVICE PROVIDER DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES OR ENGAGE IN THE PRACTICE OF MEDICINE. THE SERVICES ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT AND ARE OFFERED FOR EDUCATIONAL PURPOSES ONLY. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ICE LEARNING CENTER IS NOT RESPONSIBLE FOR ANY HEALTHCARE OR RELATED DECISIONS MADE BY YOU OR ANY OTHER PERSON BASED UPON INFORMATION ON THE SITES OR IN THE DIGITAL CONTENT, WHETHER SUCH INFORMATION IS ACCURATE OR INACCURATE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USERS.
4. NO DISCLOSURE OF HEALTH INFORMATION YOU UNDERSTAND AND AGREE THAT THE SERVICES (INCLUDING YOUR NOTES ) ARE FOR EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE USED TO TREAT MEDICAL PATIENTS. USER IS COMPLETELY RESPONSIBLE FOR THE PROTECTION OF ANY SENSITIVE PATIENT HEALTH INFORMATION. USER UNDERSTANDS AND AGREES THAT INCLUDING OR DISCLOSING ANY SENSITIVE HEALTH INFORMATION, INCLUDING ANY INFORMATION THAT WOULD IDENTIFY ANY PARTICULAR PATIENT IS STRICTLY PROHIBITED.
5. LIMITATION OF LIABILITY AND DAMAGES - IN NO EVENT WILL SERVICE PROVIDER S LIABILITY IN THE AGGREGATE FOR ANY ALLEGED DAMAGES (INCLUDING ANY PROBLEMS, REPAIRS AND/OR REPLACEMENTS) RELATED TO USE OF THE SERVICES EVER EXCEED THE AMOUNT OF THE FEES PAID BY USER TO SERVICE PROVIDER UNDER THIS AGREEMENT (OR THE FEES PAID BY THE SCHOOL, ORGANIZATION, OR OTHER ENTITY THROUGH WHICH USER HAS BEEN PROVIDED ACCESS TO THE SERVICES, IF APPLICABLE, IN WHICH CASE THE LIABILITY FOR THE USER ASSOCIATED WITH THAT SCHOOL, ORGANIZATION OR ENTITY SHALL NOT EXCEED THE TOTAL PAID IN FEES BY THE SCHOOL, ORGANIZATION OR ENTITY FOR THAT USER). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SERVICE PROVIDER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO ALL USERS.
6. Third-Party Content The Services may allow User to access or use third-party content. You agree that your access to and use of third-party content is at your own risk, and ICE Learning Center is not responsible in any way for any third-party content accessed or used by Users.
8. ACCESS - To access the Services, you will need to use a personal computer, portable media player, or other device that meets Service Provider s system and compatibility requirements and is otherwise capable of interacting with the Sites and accessing Digital Content (a "Compatible Device"). We may change the requirements for Compatible Devices from time to time and, in some cases, whether a device is (or remains) a Compatible Device may depend on software or systems provided or maintained by the device manufacturer or other third parties. As a result, devices that are Compatible Devices at one time may not be Compatible Devices in the future.  When you purchase a subscription, Digital Content will be available to you to stream online through your web browser on a Compatible Device. It is your responsibility to have and maintain a Compatible Device. When streaming Digital Content, you understand that the resolution and quality of that Digital Content will depend on several factors, including the type of Compatible Device you are using and your internet bandwidth, which may go up and down over the course of your viewing.
9. NOTICES - Any notices or other communications may be delivered electronically by email between the parties. Notices to Service Provider shall be sent to support@icelearningcenter.com. Notices to any User shall be sent to User s email address on file with Service Provider. Any notice emailed between the parties shall be deemed received five (5) minutes after it is sent, unless a delivery failure notice is received by the sender within 24 hours after the email is sent.
10. AMENDMENT - None of the Users may amend this Agreement without the express written agreement of Service Provider. Service Provider shall have the right to change or add to the terms of this Agreement at any time (provided that such change will not substantially affect the license rights granted to Users and for which consideration was paid by Users) and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services upon notice to Users by any means Service Provider determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions within the Services or on the Sites. Any use of the Services by any User after Service Provider's notice or publication of any such changes (including without limitation, posting the amended Terms of Use on the Sites) shall constitute Users acceptance of this Agreement as modified.
11. TERMINATION
1. By Service Provider - User s rights under this Agreement may be terminated or suspended by Service Provider immediately and without notice (i) for any apparent breach by User, (ii) for a reasonable amount of time to perform maintenance, (iii) if any fees due to Service Provider are not paid; or (iv) if you no longer consent to receive electronic Communications in accordance with Section O.5 of this Agreement.
2. By User - You may terminate this Agreement for any reason at any time by electronically notifying Service Provider of such termination. However, any subscription or other fees will not be refunded unless such a refund is specifically approved in writing by Service Provider.
3. Obligations on Termination - Upon termination, the Users must immediately cease using the Services, and return or destroy all copies of Digital Content along with all passwords, activation tokens or other materials that may allow access to the Services. Any termination of this Agreement shall not affect Service Provider s rights in the Digital Content, Intellectual property, or to collect unpaid fees from User.
12. SURVIVAL The provisions of Sections C.2, C.3, C.4, C.5, F, G.2, G.3, G.4, G.5, I, K, L, M, N.4, N.5, N.6, N.7, N.8, N.9. N.10, N.13 and the definitions of all defined terms shall survive termination of this Agreement.
13. DISPUTE RESOLUTION
1. Negotiation In the event that a dispute of any nature or origin arises between Service Provider and User, the parties agree to endeavor in good faith to resolve the dispute without litigation. However, should the parties be unable to reach an amicable resolution within a reasonable time, they agree to the arbitration procedure set forth below.
2. ARBITRATION AGREEMENT and CLASS ACTION WAIVER EXCEPT AS NOTED BELOW, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF YOUR RELATIONSHIP WITH SERVICE PROVIDER, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, THAT CANNOT BE RESOLVED PURSUANT TO SECTION M.1 ABOVE, WILL BE RESOLVED THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION BEFORE ONE OR MORE ARBITRATORS PURSUANT TO THE FEDERAL ARBITRATION ACT, 9 U.S. CODE 1, ET SEQ. ( FAA ) INSTEAD OF IN A COURT BY A JUDGE OR JURY. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR, WHO SHALL BE CHOSEN BY AGREEMENT OF THE PARTIES, AND IF NO SUCH AGREEMENT IS REACHED THEN BY AGREEMENT OF TWO ARBITRATORS, ONE CHOSEN BY EACH PARTY. ASIDE FROM THIS SELECTION OF ARBITRATOR(S), THE ARBITRATION SHALL BE CONDUCTED ACCORDING TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ( AAA ), BUT THE PARTIES ARE NOT REQUIRED TO USE THE AAA ITSELF TO CONDUCT THE ARBITRATION. ANY AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED AS A JUDGMENT IN ANY COURT HAVING JURISDICTION OVER THE PARTIES OR THEIR PROPERTY. THE PARTIES SPECIFICALLY AGREE THAT THE ARBITRATOR(S) SHALL NOT BE AUTHORIZED TO AWARD PUNITIVE OR EXEMPLARY DAMAGES TO EITHER PARTY. THE ARBITRATOR(S) SHALL HAVE THE AUTHORITY TO ENFORCE THE ATTORNEYS FEES AND COSTS PROVISION OF THIS AGREEMENT. UNLESS OTHERWISE AGREED TO BY THE PARTIES, ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN THE STATE OF SOUTH CAROLINA. THE AWARD OF THE ARBITRATOR(S) SHALL BE FINAL AND BINDING ON SERVICE PROVIDER AND USER. UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS, BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED BELOW, YOU AGREE THAT ALL DISPUTES (OTHER THAN THE EXCEPTIONS NOTED BELOW) BETWEEN YOU AND SERVICE PROVIDER WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE PARTIES AGREE THAT THE ARBITRATOR(S) WILL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTES RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THIS ARBITRATION AGREEMENT.
3. Exceptions - You and Service Provider each retain the right to: (i) bring an individual action in small claims court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party s trade secrets, Confidential Information, or Intellectual Property rights. You will also have the right to litigate any other dispute that would otherwise be subject to this arbitration agreement if you opt out of the arbitration agreement by sending an email to support@icelearningcenter.com or a letter to PO Box #2403 Mount Pleasant, SC 29465 USA within 30 days after the date you first agree to this Agreement. If you do not provide Service Provider with a timely opt-out notice, this arbitration agreement applies.
14. MISCELLANEOUS
1. Compliance with Export Laws and Other Laws The Services may be subject to export laws and regulations of the United States and other jurisdictions. Users agree to comply with all export control laws of the United States. Users will also comply with all laws and regulations of any state, country or other governing body that are applicable to use of the Services. If Service Provider has reason to believe you have violated any applicable law or the terms of this Agreement, Service Provider may terminate your account, block access to the Services, and investigate any potential violations. Service Provider may consult and cooperate with law enforcement authorities to prosecute any Users who it suspects may have violated the law.
2. Relationship of the Parties The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
3. Third-Party Beneficiaries There are no third-party beneficiaries to this Agreement.
4. Governing Law and Jurisdiction The law of the State of South Carolina shall govern the interpretation of this Agreement. For any dispute arising out of or related to this Agreement that is not covered by the arbitration provisions of this Agreement (Section M(2)-M(3)), the parties agree to the exclusive jurisdiction of the state and federal courts of the State of South Carolina
5. Consent to Electronic Communication Service Provider or its agents may send emails, text messages or other electronic communications to you that may pertain to the Services, your account, the use of information you may submit to Service Provider or its agents, the Services, and legal notices. You agree that Service Provider and its agents (as applicable), may send such electronic communications to you and/or may make general communications for all Users available by posting them on the Sites. You agree to provide Service Provider with your valid email address for purposes of electronic communications, and promptly notify Service Provider of changes to your email address. If you later decide that you do not want to receive future communications electronically, you may email Service Provider at support@icelearningcenter.com to request to terminate such electronic communication. If you withdraw your consent to receive email or other electronic communications, however, Service Provider may terminate your use of the Services. All calls, emails, and other communications between you and Service Provider may be recorded.
6. Waiver No failure or delay by any party to this Agreement in exercising any right under this Agreement shall constitute a waiver of that right.
7. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
8. Assignment None of the Users may assign any of the rights or obligations of any of the Users under this Agreement, whether by operation of law or otherwise, without the prior written consent of Service Provider. Service Provider may assign its rights or obligations hereunder at any time, with or without notice to Users.
9. Taxes User shall, in addition to the subscription fees and any other amounts payable under this Agreement, pay all sales, use, personal property and other taxes and assessments which are due or imposed on either party by reason of the transactions contemplated by this Agreement (other than those taxes imposed on Service Provider s income).
10. Entire Agreement This Agreement (including Service Provider s Privacy Policy that is incorporated by reference) contains the entire agreement and understanding between the parties as to its subject matter. It merges all prior discussions between the parties, and neither party will be bound by any conditions, definitions, warranties, understandings, marketing materials, or representations concerning such subject matter except as provided in this Agreement, or as specified on or subsequent to the Effective Date of this Agreement in a writing signed by properly authorized representatives of the parties.
11. Contractors and other Third Parties Service Provider may use third party contractor to provide payment processing services under or relating to this Agreement, and may also contract with other third parties in relation to the Services. To the extent permitted by law, Service Provider is not responsible for any actions or inactions by any such contractors or third parties.
12. Force Majeure Aside from Users obligations to make payments under this Agreement, neither party shall be liable for failure to perform any of its obligations hereunder if such failure is caused by an event outside its reasonable control, including but not limited to, an act of God, act or threat of terrorism, shortage of materials and/or supplies, strike or labor action, war or threat of military or significant police action, pandemic, or natural disaster or other cause beyond its reasonable control. Service Provider is not responsible for the actions or inactions of Users, Suppliers or other third parties.

BY DOWNLOADING, INSTALLING, COPYING OR USING THE SERVICES, OR BY CLICKING I AGREE OR I ACCEPT , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS USER LICENSE AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.