TERMS AND CONDITIONS

By accessing the Platform and Program Content or participating live (or in any other way) in the Program and using the Platform and Program Content for any purpose, You agree to the terms and conditions stated herein and as may be modified from time. If You do not agree to these terms and conditions, You must exit the Platform and cease using Program Content immediately.

Definitions.

“Platform” means collectively the online facilities, code, tools, services, additional services and information that We provide through any website, communications portal, We use for the creation, editing, and hosting of Program Content.

“Program” means the CLIMB® Hospitality Professional Development course, which is an accredited library of hospitality training classes or modules and other educational materials and support developed, owned, and provided by TISOH which may be supplemented and modified from time to time in TISOH’s sole discretion.

“Program Content” Means all media which a User is given access to regardless of the access platform used by User, including without limitation written materials, video files, streamed media, digital files, graphics, presentations, lectures, tests, and related data and other content.

“User, You, or Your” Means any individual or entity accessing or receiving the Program Content.

“[W]e, [O]ur, or [U]s” Means TISOH and its affiliates, agents, designees, employees, and partners.

General Agreement

User agree to these terms of service and covenants that they are authorized by TISOH (defined below) to access the Program Content and have fully paid all amounts due to TISOH. To maintain status as a User, You must comply with all applicable user agreements, TISOH directions, and other restrictions and conditions of use communicated to You from time to time by TISOH.

 Ownership, Copyright, & Licensing

All Program Content and other intellectual property We provide to You, regardless of method of delivery, such as text, graphics, logos, images, audio clips, written text, and digital downloads, is the exclusive property of Hospitality Experts Consortium LLC, d/b/a The International School of Hospitality and its affiliates (“TISOH”) or its content suppliers and protected by United States and international copyright laws.

The User is granted a non-exclusive, non-transferable, revocable license to view the Program Content for personal, non-commercial use only. The User agrees to respect and protect TISOH's intellectual property rights in the Program Content. Any other use, distribution, sub-licensing, or dissemination of the Program Content or Our other intellectual property that is not approved by TISOH in writing is hereby expressly prohibited. Any unauthorized use may result in immediate termination of this agreement and any of Your license rights to use the Program Content and may subject the User to legal action. TISOH reserves the unrestricted right to use the Program Content for any purpose, including but not limited to, advertising, marketing, promotional purposes, and for the development of new program materials. You acknowledge and hereby agree that any statements, media, data, or other information You may submit as part of the Program shall become the intellectual property of TISOH unless a separate written agreement is entered into between You and TISOH.

User agrees to indemnify, defend, and hold harmless TISOH and its officers, employees, agents, and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of the license agreement stated herein and for any obligation, warranty or representation of User related to use of the Program Content.

Disclaimer of Warranties

While substantial efforts are made to ensure the accuracy of the Program Content, complete accuracy cannot be guaranteed. All Program Content is provided "as is", “as available” without guarantee. It is accepted that the Program Content is provided without any offer of technical or other support.

TISOH disclaims all warranties, express or implied, with respect to the Program Content including, but not limited to, any implied warranties of merchantability and/or fitness for a particular purpose and those alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, TISOH does not warrant or represent that the Program Content will result in compliance, fulfillment or conformity with laws, rules, regulations, requirements, or guidelines of any governmental agency.

In the event the parties are unable to agree on replacement terms as provided below, to the extent that any of the above limitations on warranties are determined by a court or finder of fact of competent jurisdiction to be contrary to applicable law, code, or policy, the limitations shall be interpreted and applied consistent with the intent of the parties that the disclaiming of warranties shall be to the maximum extent allowed by law, code, or policy.

Governing Law & Legal Fees

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and of the United States of America. Venue shall be in any competent State or Federal Court located in Clark

County, Nevada. If TISOH determines that it is necessary to initiate legal action in order to enforce the provisions of this Agreement, You will be liable for all attorney fees and costs incurred in such enforcement action.

Cancellation & Refund Policy

For individual classes or series, there is no cancellation or refund possible.

For multiple seat purchases, a pro-rated refund of unused seats is only available within the first week after purchase.

If a refund is owed, the refund will be to the person or entity who fully paid registration or other fees and will be refunded within 15 calendar days after the: (a) date of cancellation by a participant or entity; and (b) date of termination by the institution of the enrollment of You, any User, or Program participant.

Tax

Should any taxes (including but not limited to any goods and services tax or other value added tax), levies, fees, charges or duties be imposed, levied or become payable in respect of the services of the Program, the User will pay any and all such taxes, levies, fees, charges and duties, in addition to any other payments due. In the event TISOH pays any such tax or assessment, the User will immediately reimburse TISOH upon demand.

Indemnification

User agrees to indemnify, defend, and save harmless TISOH from any and all liability to third parties, as well as TISOH’s cost of litigation (including without limitation TISOH’s attorney fees), resulting from any breach of this Agreement or any misuse, alteration, plagiarism, or unauthorized use or dissemination by User of the Program Content.

Termination & Withdrawal

Users and participants may be terminated by the Program for failure to abide by any disseminated policy, disruptions, academic dishonesty, gross misconduct, sexual harassment offenses, or for participating in or representing the Program in an unprofessional manner. Upon termination, the Program will communicate with User via certified mail the decision, an explanation and the effective date. The Program’s decision on termination is final and in Program’s sole discretion. Users and participants may also withdraw voluntarily. Refunds will be made based on the Program’s standard refund policy (see above) as may be modified from time to time.

Force Majeure

If either party is unable to perform its obligations under this Agreement due to a Force Majeure event, the party affected by such event shall promptly notify the other party in writing of the nature and extent of the event and the anticipated delay or inability to perform. The party affected by the Force Majeure event shall be excused from performing its obligations under this Agreement for the duration of the event and for a reasonable period thereafter.

 For the purposes of this Agreement, a “Force Majeure” event shall mean and include acts of God, war, terrorist attacks, government actions, fire, flood, earthquake, pandemic, epidemic, labor disputes, power failures, and any other event beyond the reasonable control of the affected party. Notwithstanding anything to the contrary, financial hardship or economic downturn shall not constitute a Force Majeure event.

During the Force Majeure event, the affected party shall use reasonable efforts to mitigate the impact of the event and resume performance of its obligations as soon as reasonably practicable. The affected party shall not be liable for any damages, losses, or expenses incurred by the other party as a result of the Force Majeure event.

If the Force Majeure event continues for a period of 90 days, either party may terminate this Agreement by providing written notice to the other party. In the event of termination, neither party shall have any further obligations under this Agreement, except for any obligations that expressly survive termination.

Entire Agreement

These Terms and Conditions together with additional documentation, including all attachments, exhibits, and schedules thereto (the “Agreement”), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, and agreements, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of such amendment, modification, or waiver is sought. Any terms or conditions contained in any purchase order, invoice, or other document issued by either party that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby expressly rejected by the parties and shall be of no force or effect.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall endeavor to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid, illegal, or unenforceable provision.