Terms of Service
(effective Sept 21, 2020)
BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS OF SERVICE. PLEASE READ THEM CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR OBLIGATIONS, RIGHTS AND REMEDIES.
- “Terms” refers to the Terms of Service contained in this document
- “You” and “Your” refers to you as the individual or company representative who has Ordered Services and Products from My Software Tutor.
- “MST”, “Us“, “We” and “Our” refers to Deep Sports, Inc. d/b/a My Software Tutor including but not limited to its employees, officers, directors, contractors, agents and affiliates including authorized distributors of the MST Services and/or Products.
- “Services” refers to public and private instructor-led group and individual training and live virtual course education services.
- “Products” refers to the courseware, curriculum, toolkits, program documentation, materials and other related products owned or distributed by MST in conjunction with the Services You have ordered.
- “Order” refers to the specific Services You contract to receive from Us.
- An “Employee” is defined as (i) all of Your full-time, part-time or temporary current or former employees on behalf of whom You are engaging with MST, and (ii) all of Your agents, contractors and consultants who have access to, use, or are tracked by the MST program to which the applicable Products relate. The quantity of the licenses required is determined by either (i) the actual number of users or (ii) the number of employees based on the Terms of our Agreement.
- “MST Marks” refers to trademarks, service marks, logos, images, videos and other proprietary materials owned or controlled by My Software Tutor.
APPLICABILITY OF TERMS: MST may update these Terms to clarify our practices or to reflect new or different practices. We reserve the right in Our sole discretion to modify and/or make changes to these Terms at any time. Modifications will become effective on the day they are posted unless stated otherwise. The Terms existing as of the date of Your Order and accepted by You are valid for and govern each specific Order.
ORDERING/REGISTRATION: MST accepts Orders for Services and Products via our web site as well as via other platforms including but not limited to Eventbrite and authorized distributors/sales agents.
CONFIRMATION PROCESS: Your enrollment for Services are not confirmed until the registration process is completed, and full payment is received. MST will send You an enrollment confirmation notification once Your enrollment is confirmed.
CUSTOMER SATISFACTION GUARANTEE: The MST Customer Satisfaction Guarantee (“MST Guarantee”) applies to publicly scheduled and publicly available MST Services. For the guarantee to be in effect, You must have (i) completed a course, and (ii) been a participant for the entirety of the offering. If, in Your reasonable opinion, You are not fully satisfied with the course, You may notify MST via e-mail with return acknowledgement of receipt within ten (10) days following completion of the course stating the reason(s) for Your dissatisfaction. At MST’s sole discretion, We may permit You to retake the same version of the same course title one more time at no charge within two (2) months following MST’s receipt of the notification (or if it is not available during such two month period, as soon as the course is available thereafter). The MST Guarantee does not apply to: (i) the retaken course; (ii) the student who is not able to satisfy the above criteria for reasons beyond MST’s reasonable control, and (iii) MST employees, officers, directors, contractors, agents and affiliates. MST retains the option, at its sole discretion, of providing a refund for the course fees in lieu of permitting a course retake if for any reason, including scheduling, MST considers a refund to be appropriate. This is the sole remedy and MST’s exclusive liability in the event that a student is not satisfied with the course.
FEES, TAXES AND INVOICES: MST charges fees for Our Services which may change from time to time. Any changes are effective upon Your acceptance of such changes which will be communicated during the registration process. All fees payable to MST are due at registration or within the specified invoice date. Payment shall be made through Eventbrite, another authorized payment processor or as agreed upon between the parties. MST is not obligated to distribute any Products related to Services contained in Your Order unless fees are paid in full. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that MST must pay based on the Services You ordered, except for taxes based on MST’s income. You will be charged using the current pricing in effect at the time of Your confirmed Order. Pricing is only guaranteed if You have a written quote from MST. For Orders placed against a quote from MST, You must accept the quote and provide a valid commitment to pay within the quote validity period.
COURSE CANCELLATION/RE-SCHEDULING POLICY: MST may cancel or re-schedule a course at its sole discretion. If this occurs, We will use reasonable efforts to notify You at least five (5) calendar days in advance. You will not be charged for the MST cancellation or rescheduling.
Should You need to cancel or re-schedule, please notify Us via e-mail as soon as possible. Cancellations and/or re-scheduling requests must be acknowledged by Us via return e- mail to be valid. MST may, at its sole discretion, assess the following fees for cancellations or re-scheduling:
|Public Scheduled/Available Courses
|MST Will Assess…
|Cancel or reschedule Your individual registration five (5) or more calendar days before the scheduled start date
|Reschedule Your individual registration one to four (1-4) calendar days prior to the scheduled start date
|Cancel Your individual registration one to four (1-4) calendar days prior to the scheduled start date
|Do not show up for the course or cancel on the day of the course
|Private Scheduled/Group Courses
|MST Will Assess…
|Cancel or reschedule Your course fourteen (14) or more calendar days before the scheduled start date
|Reschedule Your course six to thirteen (6-13) calendar days prior to the scheduled start date
|Reschedule Your course up to five (5) calendar days prior to the scheduled start date
|Cancel Your course six to thirteen (6-13) calendar days prior to the scheduled start date
|Cancel Your course up to five (5) calendar days prior to the scheduled start date
|Do not show up for the course or cancel on the day of the course
RIGHTS GRANTED: Upon MST’s acceptance of Your registration or Order, You will be granted a limited, non-exclusive, non-assignable, royalty-free (unless otherwise specified) right to use the Services and Products, solely for Your personal or internal business operations as specified by Your Order. All such grant of rights are subject to the Terms of this Agreement including the definitions and rules set forth herein and any applicable documentation. Any materials that MST provides to You in a course may be used for the sole purpose of that course.
OWNERSHIP AND RESTRICTIONS: MST retains all ownership and intellectual property rights to the Services, Products, MST Marks and all materials developed by MST and delivered to You via the Services. You may not:
- Remove or modify any program markings or any notice of MST’s proprietary rights;
- Use, reproduce, distribute, modify, adapt, translate, make derivative works or make the Services or Products available in any manner including to any third party for any use;
- Rent, lease, sell, assign or otherwise transfer rights in or to the Services or Products;
- Engage in any activity that interferes or disrupts the Services;
- Disclose any Product information or any materials provided by MST to You for a period of three (3) years from the date of disclosure.
The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any MST Marks displayed in connection with the Services and Products without the prior written consent of MST specific for each such use. The MST Marks may not be used to disparage MST in any manner that may damage any goodwill in the MST Marks. Use of any MST Marks as part of a link to or from any site is prohibited unless MST approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any MST Mark will inure to MST’s benefit. If You copy portions of the Services, You are violating these rights.
WARRANTY: ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS”. TO THE EXTENT NOT PROHIBITED BY LAW, MY SOFTWARE TUTOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. MST DOES NOT WARRANT THAT THE SERVICES AND PRODUCTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE TIMELY, SECURE OR UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE.
LIMITATION OF LIABILITY: NEITHR PARTY OR ANY OF ITS ASSOCIATED PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE. MST’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID TO MST UNDER THE ORDER GIVING RISE TO THE LIABILITY. IF SUCH DAMAGES RESULT FROM YOUR USE OF THE SERVICES OR PRODUCTS, SUCH LIABILITY SHALL BE LIMITED TO THE FEE YOU PAID MST FOR THE DEFICIENT SERVICE OR PRODUCT OFFERING GIVING RISE TO THE LIABILITY.
RELEASE & INDEMNIFICATION: You agree to release, indemnify, hold harmless and defend MST and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against MST or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by MST or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any Term or condition of this Agreement, (ii) Your use of the Services, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, MST will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. MST reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
DISPUTE RESOLUTION: Both parties agree to make good faith efforts to resolve any dispute arising under this Agreement by discussions between the two parties. If an acceptable resolution is not reached within a reasonable amount of time, either party may submit the dispute to binding arbitration on an individual basis only by a recognized neutral arbitration firm within the county Los Angeles, California. Each party shall initially bear its own costs of the arbitration however the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other related expenses. This Agreement is a waiver of all rights to a civil court action. You further agree that class, consolidated or representative actions and arbitrations are not permitted and any rights to bring such actions are waived by both parties.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Dispute Notice“). The Dispute Notice must be sent by certified mail or a recognized shipping service (e.g.: UPS, Fed Ex): Notice to You will be addressed to a mailing, home or payment address currently on record with MST and must be sent in the same manner. If MST has no records of such physical address, such notice may be delivered to Your email address on file. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If MST and You do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, You or MST may commence an arbitration proceeding.
TERMINATION: If either party breaches a material Term of this Agreement and fails to correct the breach within thirty (30) calendar days after written specification of the breach to the other party, then the breaching party shall be considered in default and the non-breaching party may terminate this Agreement. If MST terminates this Agreement as specified in the preceding sentence, You must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Services and/or Products received under this Agreement plus any related taxes and expenses. Except for non-payment of fees, the non-breaching party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Products or services ordered.
If You have used a contract with MST or an affiliate of MST to pay for the fees due under an Order and You are in default under that contract, You may not use the Products and/or Services that are subject to such contract.
CONFIDENTIALITY AND NON-DISCLOSURE: By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Both parties each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the Terms and pricing in Your Order and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
Both parties each agree not to disclose each other’s confidential information to any third party other than those set forth in the following sentence for a period of three (3) years from the date of disclosing party’s disclosure of the confidential information to the receiving party. Either party may disclose confidential information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Nothing shall prevent either party from disclosing the Terms or pricing in this Agreement or Orders submitted under this Agreement in any legal proceeding arising from or in connection with this Agreement or disclosing the confidential information to a governmental entity as required by law.
MST may, if obligated under the Terms of its agreement with You, provide information to Your employer (as identified by You and/or as evidenced by Your use of Your employer’s email domain), regarding Your MST course registration and attendance history.
THIRD PARTY SOFTWARE, LINKS OR INFORMATION: The Services and Products may require Your use of third-party technology such as ZoomTM (or other communications platforms), MicrosoftTM Office (such as Excel and/or PowerPoint) and other platforms, software and/or tools that may or may not be specified in the course documentation. You are fully responsible for the acquisition, license, installation and use of all such technology. In addition, the Services or Products may contain links to third-party websites that are not operated by or related to MST. MST is not responsible for the content, accuracy or opinions expressed in such third-party websites including their collection of information about You. We do not investigate, monitor, or check these websites for accuracy, safety or completeness. The inclusion of any link within the Services or Products does not imply approval or endorsement of the linked website by MST. Your access of any third-party site is done at Your own risk.
EXPORT CONTROLS: You may not access Our Services if You are from a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if You have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services and Products. You agree that such export control laws govern Your use of the Services and Products (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information or Product provided with the Services (or direct Product thereof) will be exported, directly or indirectly, in violation of these laws or will be used for any purpose prohibited by these laws. Although the MST Services may be accessible worldwide, Company makes no representation that the Services and Products are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.
SEGMENTATION: The purchase of any Service or Product are each a separate offer and separate from any other offer for any other Service or Product You receive or have received from MST. You understand that You may purchase any Service or Product independently of any other Service or Product. Your obligation to pay for (a) any Service or Product is not contingent on performance of any other Service or delivery of any other Product or (b) other Services is not contingent on delivery of any Service, Product or performance of any other Services. You acknowledge that You have entered into the purchase without reliance on any financing or leasing arrangement with MST or its affiliate(s).
RELATIONSHIP BETWEEN THE PARTIES: MST is an independent contractor and both parties agree that no partnership, employment, joint venture, or agency relationship exists between the parties. Each party will be responsible for paying its own employees, including employment related taxes and insurance. If while performing Services MST requires access to a vendor’s products that are part of Your system, You will be responsible for providing such access and, where necessary, the appropriate license necessary for MST to provide you with the contracted Services and Products.
NOTICE: You may contact Us or deliver legal notice to Us at My Software Tutor, Attn: Legal Department, 578 Washington Blvd, #194, Marina Del Rey, CA 90292, USA or via our legal email address.
FORCE MAJEURE: Neither party shall be responsible for failure or delay of performance if caused by an: (i) act of war or hostility; (ii) sabotage; (iii) an act of God; (iv) pandemic; (v) electrical, internet, or telecommunication outage that is not caused by the obligated party; (vi) government restrictions including but not limited to the denial or cancellation of any export or other license; or (vii) event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than ninety (90) days, either party may cancel unperformed Services upon written notice confirmed by the other party. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for services provided.
- We welcome and encourage You to provide feedback, comments and suggestions for improvements to the Services (“Feedback“) via our feedback email address. Any Feedback You submit to Us will be considered non-confidential and non-proprietary to You. By submitting Feedback to Us, You grant Us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You.
- You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable Order, constitute the complete Agreement for the Services and/or Products ordered by You, and that this Agreement supersedes all prior or contemporaneous Agreements, purchase orders, representations or other non-MST ordering documents, written or oral, regarding such Services and/or Products.
- You agree that MST may engage MST affiliates and third-party subcontractors to assist in delivering the Services and Products.
- If You engage any third party to collect information or otherwise manage use of the Services on Your behalf, You agree to ensure such third party is bound by and abides by all Terms of this Agreement.
- This agreement is governed by the substantive and procedural laws of the State of California in the United States of America. You agree to submit to the exclusive jurisdiction of, and venue in the County of Los Angeles, CA to resolve any dispute arising out of or relating to this Agreement.
- No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. If any Term, clause or provision is held invalid or unenforceable by a court of competent jurisdiction such invalidity shall not affect the validity or operation of any other Term, clause or provision and such invalid Term, clause or provision shall be severed from the Agreement.
- Provisions of this Agreement that survive termination or expiration are those relating to ownership & restrictions, limitation of liability, release & indemnification, payment, confidentiality and non-disclosure, privacy, dispute resolution and others which by their nature are intended to survive.
- This Agreement and related ordering documents may not be modified, and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of You and of MST. Any notice required under this agreement shall be provided to the other party in writing.
- You may not assign this Agreement, give or transfer the Services and/or Products or an interest in them to another individual or entity. If You grant a security interest in any Services and/or Products deliverables, the secured party has no right to use or transfer the Services and/or Products deliverables. We may, without Your consent or approval, freely assign these Terms and Our rights and obligations under these Terms to an affiliate or to another entity in connection with a corporate transaction or otherwise.
- Except for actions for nonpayment or breach of MST’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
- MST may audit Your use of the Services and Products (e.g., through the use of software tools) to assess whether Your use of the Services and Products are in accordance with this Agreement and Your Order. You agree to cooperate with MST’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal personal or business operations, as applicable. You agree to pay within thirty (30) days of written notification any fees applicable to Your use of the Services or Products in excess of Your license rights. If You do not pay, MST can end Your use of the Services and Products and/or this Agreement and Your Order. You agree that MST shall not be responsible for any of Your costs incurred in cooperating with the audit.
“Knowledge is knowing a tomato is a fruit. Wisdom is not putting it in a fruit salad.“
— Miles Kington