Terms of Service
This Terms of Service (the "TOS") is made and entered into by and between you or, if you are entering into the TOS on behalf of a company or other legal entity, such entity ("you"), and Ready to Blend, LLC , a Texas limited liability company ("Ready to Blend"), effective as of the earlier of the date you click "Accept," first access or use the Service (defined below), or otherwise indicate your assent to the TOS ("Effective Date").
PLEASE REVIEW THE TOS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TOS, DO NOT ACCESS OR USE THE SERVICE.
IF YOU ARE ENTERING INTO THE TOS ON BEHALF OF A COMPANY, SCHOOL DISTRICT OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOS, IN WHICH CASE THE TERM "YOU" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOS, YOU MAY NOT ACCESS OR USE THE SERVICE.
THE TOS REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOS OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOS (EACH, A "CLAIM"), AND YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. PLEASE REVIEW SECTION A-14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract. You further represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country or state of residence or any other applicable jurisdiction.
The TOS consists of four sections, and the applicability of each section to you depends upon the nature of your access to or use of the Service, or your relationship to Ready to Blend.
A. All Users: Applies to anyone who accesses or uses the Service.
B. Purchasers: Applies to you to the extent you access or use the Service as a Purchaser (defined below).
C. Facilitators: Applies to you to the extent you access or use the Service as a Facilitator (defined below).
D. Participants: Applies to you to the extent you access or use the Service as a Participant (defined below).
A. ALL USERS
- (a)"Content" means any text, graphics, images, photos, audio or visual works, data, information or other content.
- (b)"Credentials" means any user accounts, passwords and other authentication credentials associated with your access to or use of the Service.
- (c)"Emergency Security Issue" means any: (i) access to or use of the Service by you in violation of the terms and conditions of the TOS that disrupts or is reasonably likely to disrupt the availability of the Service to others; or (ii) access to or use of the Service by any unauthorized third party through use of Your Facilities.
- (d)"Facilitator" means a person who accesses or uses the Service to: (i) complete the facilitator training and certification workshop provided by Ready to Blend through the Service; and (ii) lead workshops and deliver training to Participants.
- (e)"Intellectual Property" means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, "moral rights," mask works, trademarks, service marks, logos, trade dress, designs, patents, inventions, trade secrets, publicity rights and privacy rights; and (ii) all rights in any applications and registrations, including all renewals, extensions and restorations, for any of the foregoing.
- (f)"Order Form" means any order form entered into between you and Ready to Blend setting forth the duration of access, applicable fees, payment terms and other business terms relating to your access to or use of the Service.
- (g)"Participant" means a person who accesses or uses the Service to: (i) participate in a workshop led by a Facilitator; and (ii) review materials designated for participants of such workshops.
- (h)"Purchaser" means an entity that purchases or makes payment for access to or use of the Service.
- (i)"Service" means the online service (including all Content, software and other components therein) made available by Ready to Blend to you pursuant to the TOS.
- (j)"Third-Party Content" means all Content made available through the Service by third parties, including other users.
- (k)"Your Content" means all Content that you submit, upload, email, transmit or otherwise make available through the Service.
- (l)"Your Facilities" means Credentials and any account, hardware, system or other facility within your custody or control.
In registering for the Service, you will: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form ("Registration Information"); and (b) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. If your account remains inactive for one year or more, Ready to Blend reserves the right to terminate the account.
- Grant of Rights
- (a) Service. During the term of the TOS, and subject to the payment of all fees due under the TOS and your compliance in all material respects with the terms and conditions of the TOS, Ready to Blend hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to: (i) access and use the Service only through the online interface provided by Ready to Blend; and (ii) print a reasonable number of pages from the Service.
- (b) Limited Use. All rights granted to you pursuant to the TOS may only be exercised for your personal, non-commercial use or internal business purposes.
- (c) Changes. Ready to Blend reserves the right to make modifications or improvements to or add or remove features from the Service from time to time, including changing the platform through which the Service is offered.
- Your Responsibilities
- (a) Restrictions. You may not yourself, nor may you permit any other party to: (i) reproduce, distribute, modify, translate, adapt or create derivative works based upon the Service, except with respect to the limited right to print a reasonable number of pages from the Service as specified in Section A-3(a); (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Service; (iii) access or use the Service for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any other products or services offered by Ready to Blend; (iv) rent, lease, lend, sell or sublicense the Service or otherwise provide access to or use of the Service as part of a service bureau or similar fee-for-service purpose; (v) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure or that negatively affects the ability of others to access or use the Service; (vi) use spiders, crawlers, robots, scrapers or other similar means to access the Service, or otherwise substantially download, reproduce or archive any portion of the Service; (vii) frame or use any framing technique to enclose the Service or otherwise access or use the Service through any implementation other than as provided by Ready to Blend; (viii) submit any materials to the Service for which you do not have all necessary rights and permissions to submit, including any materials that infringe the Intellectual Property of others; (ix) use the Service to transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other similar communications; (x) transmit any computer virus, worm, Trojan horse, spyware or other malicious code to or through the Service; (xi) impersonate any entity, including Ready to Blend personnel, or falsely state or otherwise misrepresent your affiliation with any entity; (xii) forge headers or otherwise manipulate identifiers to disguise the origin of any materials transmitted through the Service; or (xiii) access or use the Service in any way that does not comply with all applicable laws and regulations.
- (b) Protection. You are solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Your Facilities. You may not share or otherwise disclose Credentials to any other party. In the event that you become aware of any unauthorized use of the Service through use of Your Facilities, you will promptly give written notice to Ready to Blend of such unauthorized use and make reasonable efforts to eliminate such unauthorized use. You will at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to the Service through Your Facilities. All such measures will comply with prevailing industry standards but in no case consist of less than reasonable care.
- (d) Technical Requirements. You are solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access or use the Service, including computers, operating systems, web browsers and storage devices.
- (a) Your Content. You, and not Ready to Blend, are solely responsible for: (i) Your Content and giving all required notices and obtaining all necessary consents (including all required rights and permissions from Intellectual Property holders) before submitting Your Content to the Service for use in accordance with the TOS; and (ii) ensuring that the submission of Your Content to the Service for use in accordance with the TOS will not violate any applicable laws or regulations or any of your obligations to any third party, including any duty of confidentiality.
- (b) Use of Your Content. You hereby grant Ready to Blend a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, nonexclusive, sublicensable, transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display and otherwise use Your Content in connection with the Service.
- (c) Third-Party Content. You acknowledge and agree that the Service may provide access to or rely on Third-Party Content, and the third parties who provide Third-Party Content, and not Ready to Blend, are entirely responsible for such content, including its quality, accuracy and completeness.
- Intellectual Property Rights
- (a) Ready to Blend Ownership. You acknowledge and agree that: (i) as between Ready to Blend and you, Ready to Blend owns all rights, title and interest (including all Intellectual Property) in the Service, except with respect to any of Your Content contained in the Service; and (ii) the Service is a compilation or collective work protected under the United States Copyright Act and other laws (including international laws) and treaties.
- (b) Your Ownership. Ready to Blend acknowledges and agrees that, as between you and Ready to Blend, you own all rights, title and interest (including all Intellectual Property) in and to Your Content.
- (c) Feedback. If you elect to provide or make available to Ready to Blend any suggestions, comments, ideas, improvements or other feedback relating to the Service, Ready to Blend will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute such feedback in any manner, without credit or compensation to you.
- (d) Intellectual Property Notices. You may not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Service.
- (e) Reservation of Rights. You and Ready to Blend each reserves all rights not expressly granted under the TOS.
- Term, Suspension and Termination
- (a)Term. The term for the TOS will commence on the Effective Date and: (a) with respect to Facilitators and Participants, continue in effect for the applicable access periods specified in the Order Form; or (b) with respect to all other users, continue until terminated pursuant to Section A-7(c).
- (b)Suspension. Ready to Blend reserves the right to suspend your access to and use of the Service in the event of: (i) an Emergency Security Issue; provided, however, that Ready to Blend will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue; (ii) your failure to make any payment when due under the TOS; or (iii) your violation of the TOS or any Policies. Such suspension will be without prejudice to any other rights or remedies available to Ready to Blend under the TOS or applicable law.
- (c)Termination. Notwithstanding anything to the contrary, the TOS may be terminated as follows: (i) by the non-breaching party upon a material breach of the TOS by the other party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party; (ii) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor's relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party's business; or (iii) if you are not a Purchaser, Facilitator or Participant, the TOS will terminate immediately upon your breach of the TOS.
- (d)Events Upon Termination. Upon termination of the TOS for any reason: (i) all rights granted by the parties under the TOS will immediately terminate, subject to Section A-5(b); (ii) you will immediately cease all access to and use of the Service; and (iii) each party will immediately cease all use of the other party's Confidential Information (as defined in Section A-1) and return or destroy all copies of such Confidential Information that are within its custody or control.
- (e)Survival. Any provision that, by its terms, is intended to survive the expiration or termination of the TOS will survive such expiration or termination, including Sections: A-4 (Your Responsibilities); A-5 (Content); A-6 (Intellectual Property Rights); A-7(d) (Events Upon Termination); A-7(e) (Survival); A-8 (Representations and Warranties); A-9 (Indemnification); A-1 (Confidential Information); A-10 (Disclaimer of Warranties); A-11 (Limitation of Liability); A-12 (Links and External Materials); A-14 (Governing Law, Binding Arbitration and Class Action Waiver); A-15 (Miscellaneous); and B-1 (Fees and Taxes).
Representations and Warranties
Each party represents and warrants to the other that: (a) such party has the necessary power and authority to enter into the TOS; (b) the execution and performance of the TOS have been authorized by all necessary corporate or institutional action; (c) entry into and performance of the TOS will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (d) no action by any governmental entity is necessary to make the TOS valid and binding upon such party; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under the TOS.
- (a)Ready to Blend Indemnification. If you are a Purchaser, Facilitator or Participant, you will have no liability and Ready to Blend will indemnify, defend and hold you harmless against any loss, damage, cost, liability and expense (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any claim of a third party (collectively, "Losses") that your use of Content provided by Ready to Blend to you through the Service infringes such third party's copyright; provided, however, that: (i) the Content does not consist of Your Content or Third-Party Content; and (ii) you have not modified the Content without authorization from Ready to Blend or otherwise used the Content in violation of the TOS.
- (b)Your Indemnification. Ready to Blend will have no liability and you will indemnify, defend and hold Ready to Blend harmless against any Losses resulting from your breach of the TOS.
- (c)Procedure. The indemnified party will: (i) give the indemnifying party prompt written notice of any indemnified claim; provided, however, that failure to give such prompt written notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this Section A-9, except to the extent the indemnifying party has been prejudiced by such failure; (ii) cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim; provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. ALL PRODUCTS AND SERVICES PROVIDED UNDER THE TOS ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." READY TO BLEND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION A-8), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PRODUCTS AND SERVICES PROVIDED UNDER THE TOS, OR THAT USE OF SUCH PRODUCTS AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO READY TO BLEND'S INDEMNIFICATION OBLIGATION UNDER SECTION 9(a), IN NO EVENT WILL READY TO BLEND BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COSTS OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED UNDER THE TOS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICE OR ITS DELIVERY VIA THE INTERNET, OR ANY INACCURACY, INCOMPLETENESS OR OTHER DEFECT IN ANY CONYENT ACCESSIBLE THROUGH THE SERVICE, EVEN IF READY TO BLEND HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF READY TO BLEND UNDER THE TOS EXCEED THE AMOUNT OF FEES RECEIVED BY READY TO BLEND FROM YOU UNDER THE TOS IN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.
Links and External Materials
The Service or users of the Service may provide links to other websites or resources. You acknowledge and agree that Ready to Blend does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources ("External Materials"). These other sites and resources are subject to different terms and conditions and privacy policies, which you are responsible for reviewing. Ready to Blend will not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.
Procedure for Making Claims of Copyright Infringement
If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide the Ready to Blend Agent for Notice of Copyright Claims with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Ready to Blend Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
Ready to Blend
2200 Alexander Avenue
Austin, TX 78722
Phone: (512) 710-6206
- GOVERNING LAW, BINDING ARBITRATION AND CLASS ACTION WAIVER
- (a)Governing Law. The TOS will be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOS.
- (b)BINDING ARBITRATION. ALL CLAIMS (AS DEFINED IN THE PREAMBLE) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE TOS AS A COURT WITH LIMITED JURISDICTION TO HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT'S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing will be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Ready to Blend may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Intellectual Property, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section A-14(b).
- (c)CLASS ACTION WAIVER. YOU AND READY TO BLEND EACH AGREES THAT ALL CLAIMS (AS DEFINED IN THE PREAMBLE) WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND READY TO BLEND EACH AGREES THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF JURISDICTION, VENUE, FORUM NON CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
- (a)Independent Contractors. The relationship between Ready to Blend and you established by the TOS is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.
(b)Notice. All notices, demands and other communications ("Notices") to be given or delivered under or by reason of the provisions of the TOS will be in writing and sent to the parties according to the contact information provided below, or such other contact information as either party notifies the other in accordance with this Section A-15(b):
To Ready to Blend
Ready to Blend
2200 Alexander Avenue
Austin, TX 78722
Your physical address, fax number or email address as specified in the Registration Information.
- (c)Publicity. Ready to Blend may identify you as a customer of Ready to Blend within Ready to Blend websites or press releases, brochures or other marketing materials disseminated by Ready to Blend.
- (d)Assignment. You may not assign the TOS, or sublicense, assign or delegate any right or obligation under the TOS, by operation of law or otherwise, without the prior written consent of Ready to Blend. The TOS will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- (e)Interpretation. For the purposes of the TOS: (i) the words "such as," "include," "includes" and "including" will be deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to the TOS as a whole. The TOS will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
- (f)Entire Agreement. The TOS contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.
- (g)Amendment. The TOS may not be amended by you except in a writing executed by an authorized representative of each party.
- (h)Severability. If any provision of the TOS is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOS.
- (i)No Waiver. The failure of either party to require strict performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of the TOS, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
- (j)Force Majeure. Neither party will be liable for any failure to perform under the TOS to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
Fees and Taxes
- Fees. (a)You will pay Ready to Blend the applicable fees set forth in the Order Form pursuant to the payment terms set forth therein. All fees are non-refundable, even where an account is terminated pursuant to Section A-2, access to the Service is suspended pursuant to Section A-7(b), or a Facilitator's certificate is revoked or withheld pursuant to Section C-2. Any payment not received from you when due will incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
- Taxes. (b)Any and all amounts payable under the TOS by you are exclusive of any value-added, sales, use, excise and other similar taxes (collectively, "Taxes"). You are solely responsible for paying all applicable Taxes. If Ready to Blend has the legal obligation to collect any Taxes, you will promptly reimburse Ready to Blend upon invoice. If you are required by law to withhold any taxes from your payments to Ready to Blend, you will provide Ready to Blend with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
Obtaining Access and Materials
Upon your payment of all fees due under the TOS: (a) you may provide the numbers of your Facilitators and Participants stated in the Order Form with access to and use of the Service pursuant to the TOS; and (b) Ready to Blend will provide you with the numbers of hardcopy books and other materials for distribution to your Facilitators and Participants as specified in the Order Form.
Grant of Rights
Subject to the payment of all fees due under the TOS and your compliance in all material respects with the terms and conditions of the TOS, Ready to Blend hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the time period specified in the Order Form to: (a) access and use the portions of the Service designated for Facilitators; and (b) use such portions of the Service to deliver training to the number of Participants set forth in the Order Form; provided, however, that you have satisfied and not violated the facilitator certification requirements set forth in the Service or as otherwise communicated to you by Ready to Blend ("Certification Requirements").
Subject to your satisfaction of the Certification Requirements, you will receive a certificate indicating that Ready to Blend has certified you as a Facilitator. In the event that you violate or fail to satisfy the Certification Requirements, Ready to Blend may revoke or withhold your certificate, in which case you cannot: (a) exercise the rights granted in Section C-1(b); or (b) represent to any third party that you are certified to provide training by Ready to Blend.
Subject to the payment of all fees due under the TOS and your compliance in all material respects with the terms and conditions of the TOS, Ready to Blend hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the time period specified in the Order Form to access and use the portions of the Service designated for Participants.