Terms of Use and Subscription Agreement

By clicking the "I ACCEPT" button as part of the ordering process, you agree to the following terms and conditions (the "Agreement") governing Your use of Whitehall University's on-line services.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST CLICK
THE "I DECLINE" BUTTON AND YOU MAY NOT USE THIS SERVICE.

Definitions.

"Content" shall mean all information and data, in any form including without limitation, text, data, graphics, photographs and other images, appearing on the Whitehall University Web Site.
"Customer Data" shall refer to all information and data placed in the customer's service area of the Web Site by the customer.
"Whitehall University" shall refer to Whitehall University, LLC, an Arizona limited liability company, the party providing the Content and Services through the Web Site.
"Services" shall refer to all services offered by Whitehall University through its Web Site and any other services provided by Whitehall University as described in this agreement.
"Web Site" shall refer to the World Wide Web Internet site operated by Whitehall University at the Internet web address http://www.whitehalluniversity.com, any web pages operated by Whitehall University which are or can be accessed by You from that site, and any information and content offered at that web site and any services offered by Whitehall University through that web site.
"You" or "Your" shall refer to the user of the Web Site. In the event that the user is entering this site on behalf of a company, corporation or other legal entity, "You" shall refer to such company, corporation or legal entity.

Grant of Limited License. Whitehall University grants You the limited non-exclusive, non- transferable license to use the Whitehall University Services and to access the Whitehall University Web Site and Content, subject to the terms of this agreement and further subject to Your compliance with any published policies or restrictions governing the use of the Web Site. You agree to use the Services only for Your personal or internal business use. In no event will You transfer, license, sublicense, or rent, or permit any third party to access use of the Web Site or the Services or to use Your passwords or Whitehall University User identification. This license is granted solely to You and You may not allow any third party to have access to the Web Site or Content, nor allow any third party to use the Services.

Your Responsibilities.

You agree to comply with all the terms of this Agreement and all policies referenced herein or posted on the Web Site.
You agree that You shall pay all fees charged by Whitehall University for access to the Web Site and for the use of the Services, as stated by Whitehall University on the Web Site and in accordance with the payment terms and procedures provided therein.
You agree to take reasonable efforts to backup and protect any Customer Data you store on the Web Site.

Limitations on Usage.

You shall not permit anyone else to access the Services; without the prior express written permission of Whitehall University.
You shall use the Web Site, Content and Services only for legitimate personal or internal business use. In no event shall You allow any third party to access the Services, Web Site or the Content nor shall You permit any third party to access or store any Customer Data or other information on the Web Site.
You shall not use the Web Site or the Services for: (i) the purposes of sending any unwanted or unsolicited messages or e-mails (or Spam); (ii) sending or storing any unlawful materials, including obscene materials, any defamatory materials, or any materials harmful to children; (iii) sending or storing any data or information which is designed to be harmful or damaging to any computer or electronic systems, including without limitation any viruses, worms, Trojan Horses, or any other harmful computer software, computer codes, files, scripts or programs; (iv) doing anything designed to disrupt the Web Site or Services or any other computer systems or services; (v) purposes of gaining or attempting to gain unauthorized access to any computer or computer system.
You agree to comply with all applicable laws and regulations in connection with Your use of the Web Site and the Services; including without limitation, all laws and regulations concerning privacy, the use and transmission of electronic communications, and the use of personal information.

Third Party Sites. From time to time, Whitehall University may permit You to access third party web sites and other Internet services from its web site. You understand and acknowledge that Whitehall University has no control over the data or services offered by such third party web sites. You acknowledge that Whitehall University shall have no liability or responsibility for damages or losses caused by such third party services or web site, nor for any Customer Data that may be lost or damaged by accessing such sites.
Intellectual Property Ownership. Any and all intellectual property rights related to the Content, Services and Web Site, including without limitation, any patent, trademark, copyright, and trade secret rights, are and shall at all times remain the property of Whitehall University. Notwithstanding the foregoing, nothing in this agreement shall give Whitehall University any ownership of any Customer Data stored on Whitehall University Web Site or servers.
Fees and Payment.

You acknowledge and agree that by clicking the "I Accept" button during the ordering process or by accessing and using the Web Site or the Services, that You will pay the fees associated with such usage. Such fee structure is subject to change with not less than 10 days notice. You acknowledge that Whitehall University posting a notice on the Web Site of any fee changes shall be effective notice to You of fee changes. The following fee schedule is applicable to Your use of the Web Site and Services.
Monthly Fees. All use of the Web Site and Services are provided on a monthly subscription basis. The monthly subscription fee is as determined in writing between You and an authorized Whitehall University representative.
Payment. You agree to pay the subscription fees on the monthly anniversary of Your acceptance of this agreement. Unless other terms are agreed to in writing, all payments shall be paid by credit card. Upon Your initial subscription to the Services, You agree to provide valid credit card information and authorize Whitehall University to charge the designated credit card on the anniversary of each month for the following month's subscription charges. In the event that Whitehall University is not able to charge Your credit card for any month's subscription fee, You agree to immediately pay Whitehall University for any charges incurred. Failure to pay fees when due shall be considered a breach of Your agreement with Whitehall University and may result in termination of Services.
No Refunds. Although You may terminate Your subscription at any time, no refunds will be provided for use of any partial month.
Collection Costs and Fees. In the event, that any amount due is not paid when due, You agree to pay a late fee of $25.00 for the additional time and effort which may be required to collect and process a payment from You. In addition, any amounts not timely paid when due will incur interest at the rate of 18% per year until paid. In addition, should it be necessary to refer this matter for collection, You agree to pay all costs of collection, including reasonable attorney's fees if necessary.

Term. This agreement shall commence upon the date You first access the Web Site or use the Services and shall continue in force until terminated as provided for in this agreement.
Termination.

Termination by You. You may terminate this agreement at any time by giving notice of termination to Whitehall University. Upon termination, You shall be responsible for payment of all fees through the end of the month during which notice of termination is given.
Termination by Whitehall University.

Whitehall University may terminate this agreement for convenience at any time by giving You not less than 90 days notice of termination.
Whitehall University may terminate this agreement at any time upon Your material breach of this agreement which breach is not cured within the following time periods: (a) in the event of breach of non-payment, 15 day following notice of non-payment; (b) except as otherwise provided below, any other breach of this agreement, below, 30 days after notice of such breach.
Whitehall University may terminate this agreement immediately upon giving notice to You in the event of any breach of the provisions of paragraph "c" (Limitations on Usage) which breach affects or which in Whitehall University's reasonable judgment may affect the Whitehall University's computer system or any third party's computer system or which may adversely impact Whitehall University's ability to provide the Services.
Whitehall University may terminate this agreement immediately upon Your filing for protection under any bankruptcy or insolvency laws, or any involuntary action filed against You under such laws, which is not dismissed within 10 days of the involuntary filing.

Representations and Warranties.

You represent and warrant that You have the full power and authority to enter into this agreement. If this agreement is entered into on behalf of a corporation, company, or other legal entity, the person signing up for services on behalf of the company, corporation or other legal entity represents and warrants that he or she has the full power and authority to enter into this agreement on behalf of such company, corporation or legal entity.
Whitehall University represents and warrants that it will provide the Services in accordance with general industry standards applicable to the Services and that its Services will substantially conform to the description of its Services generally published by it.
Whitehall University will use reasonable efforts, in accordance with general industry standards to make the Services available on a consistent and regular basis.
NOTWITHSTANDING THE FOREGOING, Whitehall University DOES NOT MAKE, AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER WARRANTIES WITH REGARD TO THE WEB SITE, THE CONTENTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OF MERCHANTABILITIY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Whitehall University MAKES NO REPRESENTATIONS, AND EXPRESSLY DISCLAIMS, AND ALL WARRANTIES WITH REGARD TO THE RELIABILITY, TIMELINESS, QUALITY, ACCURACY OR COMPLETENESS OF THE DATA OR INFORMATION OR CONTENTS CONTAINED IN THE WEB SITE. Whitehall University DOES NOT WARRANT OR REPRESENT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT IT WILL OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OR OTHER MATERIAL OBTAINED BY YOU WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICES OR SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (G) THE SERVICES, WEB SITE AND CONTENT ARE NON-INFRINGING. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU ON AN "AS IS, WHERE IS" BASIS.
Whitehall University Services may be subject to limitations, delay and other problems inherent in the use of the Internet.

Limitations on Remedies. In no event shall Whitehall University be liable for any indirect or consequential damages, even if Whitehall University has been advised of the possibility of such damages. In no event shall Whitehall University's liability exceed the amount paid by You to Whitehall University.
Indemnification.

You agree to indemnify, defend and hold Whitehall University, its employees, agent, representatives, officer and directors, harmless from and against any claims, demands, actions, causes of action or liabilities, arising out of or related to: (i) a claim that Your Customer Data infringes any rights of or has caused harm to a third party; or (ii) any breach by You of this agreement or any representation or warranty made by You in this agreement.
Whitehall University agrees to indemnify, defend and hold You, harmless from any claims, demands, actions, causes of action or liability arising out of or related to: (i) any claim that the Services, Content or Web Site infringe any copyright, patent or trademark, or trade secret of any third party, or (ii) any breach of this agreement by Whitehall University.
In the event of any request for indemnification under this paragraph, the party requesting such indemnification shall give the other party prompt notice of the claim, and shall cooperate in the defense or settlement of the claim. The indemnifying party shall have sole right to control the defense or settlement of any such claim; provided that such party shall not settle an such claim on any terms that have a material adverse impact on the indemnified party without such party's consent.

Privacy.

You acknowledge that such privacy policies are incorporated into this agreement. You further acknowledge and agree that Whitehall University may change or update said privacy policy from time to time and that such new policies shall be incorporated herein, ten days after such new policies are posted on the Web Site.
Collected Information:

Whitehall University requires the You to provide Whitehall University with certain contact information, such as name, address, telephone number and e-mail address and certain financial information, including credit information, billing name and address, credit card information. If You are a company, corporation or other legal entity (referred to herein as "Company"), additional information may be required, such as Company financial information and financial history, sales revenue, number of employees and Company contact information. You can update personal information through the Web Site from time to time. You will have the opportunity to review their personal information through the Web Site.
Whitehall University uses the information it collects for the purpose of providing the Services for You. Whitehall University may also use this information for the purpose of marketing, promoting and providing additional Services to You and to provide information about the Web Site, Content and Services to You.
Whitehall University may also provide information about other services and products offered by its business partners. You can opt out of receiving such promotions and marketing materials by indicating this when You sign up for Services or by notifying Whitehall University of Your decision to opt out of receiving further promotional information. Whitehall University will not provide personal or financial information about any customer to any third party; except that Whitehall University may provide Your financial information to credit card companies in connection with the administration or payment of Your account in the event any payment is the subject of inquiry or dispute by the credit card company or You. In addition, Whitehall University may disclose Your personal and financial information and account information to the extent necessary to collect any sum due by You to Whitehall University. In addition, Whitehall University may disclose any information, which it is required to disclose pursuant by law or as required by a court order.

Customer Stored Information:

Whitehall University allows You to store certain information in the Customer Data section of the Web Site. This information is stored by You. This information is not disclosed by Whitehall University to any third party. Whitehall University will not permit any third party to access, modify, and alter and Customer Data. Whitehall University and its employees may access such information, but only for the purposes of maintaining the Web Site and Services.
Whitehall University takes reasonable steps in accordance with applicable industry standards to maintain the security of its Web Site, as described in its Security Policies. However, the nature of the Internet is that no one can guarantee the security of all information stored on any Internet site. You are advised to review Whitehall University Security Policy.
Notwithstanding the foregoing, Whitehall University will disclose any information, which it is required to disclose by law or by court order.

Cookies:

When You interact with the Web Site and Services, Whitehall University computers send a "cookie" to Your computer. A cookie is a computer file that identifies You to the Web Site as a previous user of the Web Site and Services.
Cookies are used by Whitehall University to simplify Your use of the Web Site and Services. You may disable their Web browser's ability to store cookies on Your computer; however this may affect Your ability to use the Web Site and Services and may limit Your ability to perform certain functions through the Web Site.

Security.

You acknowledge that such security policies are incorporated into this agreement. You further acknowledge and agree that Whitehall University may change or update said security policy from time to time and that such new policies shall be incorporated herein, ten days after such new policies are posted on the Web Site.
Whitehall University has security measures in place to help protect against the loss, misuse and alteration of Customer Data stored at the Whitehall University Web Site. When the Web Site is accessed using the https:// protocol, Secure Socket Layer (SSL) Technology protects information using both server authentication and encryption to help ensure that the Customer Data is safe and secure. In addition, Whitehall University uses customer identifiers and passwords to limit access to the Web Site. These safeguards help to prevent unauthorized access, maintain data accuracy, data security, and ensure appropriate use of the Customer Data.
Notwithstanding the foregoing, the nature of the Internet is such that no security system can fully guarantee the security of data stored on the Internet. You are advised to regularly maintain backups of all data stored on the Web Site.

Related Policies. From time to time, Whitehall University may adopt reasonable policies governing the use of the Web Site or its Services. You agree to comply with all such policies, as such may be amended from time to time. At Whitehall University's option, a violation of any such policies may be considered a breach of this agreement and may subject You to any and all remedies for breach as provided in this agreement.
General Provisions:

Notices: Except as otherwise provided in this agreement, all notices required or permitted under this agreement shall be in writing shall be sent by U.S. Mail, overnight courier or by electronic mail. Notices shall be deemed effective, if by mail, five days after deposit in the mail as certified mail, postage prepaid, on the date of delivery if sent by overnight courier or on the next business day after notice is sent by electronic mail. Notices shall be given to Whitehall University at the address listed below or to You at the address listed on by You on Your account information. Where specifically provided in this agreement, notice to You shall be effective by posting a notice on the Web Site as provided in this agreement.
Attorneys' Fees. In the event any litigation or arbitration is brought due to a breach of this agreement, the prevailing party in such action shall recovery its court costs or arbitration costs and reasonable attorney's fees from the other party.
Governing Law and Jurisdiction. This agreement is governed by the laws of the State of Arizona and the United States of America. In the event any litigation is brought related to or arising out of this agreement, You agree that such action shall be brought in the state or federal courts located in Maricopa County, Arizona. All parties consent to the jurisdiction and venue of such courts.

Whitehall University, LLC
4800 N. Scottsdale Road, Suite 1500
Scottsdale, Arizona 85251
(480) 612-6400