BCP Media, Inc.

COURSE TERMS AND CONDITIONS

These Course Terms and Conditions (“Terms”) are entered into by and between You and BCP Media, Inc., including its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, instructors, successors, and assigns (“BCP”). These Terms, together with any documents expressly incorporated by reference herein, govern Your order, purchase, registration for and Use of any Course, offered by BCP on its Website, whether for monetary compensation or on a free trial or promotional basis.

Please read the Terms carefully. You must agree to these Terms before You order, access, or register for any Course. By ordering, registering for, or Using any Course, You accept and agree to be bound and abide by these Terms. You further acknowledge and affirm that, if You order, register for, or Use any Course on behalf of a legal entity other than Yourself, You have the legal authority to bind any such legal entity.

If You do not agree to these Terms, You must not order, register for, or Use any Course.

The Course is offered and available for Use to users who are 18 years of age or older. By ordering, registering for, or Using any Course, You represent that You are lawfully able to enter into contracts and are of the legal age of majority in the jurisdiction in which You reside, but are no younger than 18 years of age. If You are entering into this contract on behalf of a non-human entity, You represent and warrant that You have the authority to do so and to bind that entity.

1 Recitals; Definitions

Each of the recitals set forth above is true and correct and is incorporated into and made an express part of these Terms. Terms defined in this Section 1, and parenthetically defined elsewhere herein, will throughout these Terms have the meaning here or there provided. In these Terms, words importing the singular number include the plural and vice versa, and words importing gender include the masculine, feminine, and neutral genders.

1.1 “Account” has the meaning set forth in Section 6.7 hereof.

1.2 “Base Course” means the Course, exclusive of any Update thereto.

1.3 “BCP” means BCP Media, Inc., including its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, instructors, successors, and assigns.

1.4 “Component(s)” mean(s) the specific parts or services that BCP or its licensors, or assignors maintain, created, licensed, offer, or compile that comprise a Course, including but not limited to words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, worksheets, images, tutorials, workbooks, slides, tests, quizzes, user guides, videos, groups maintained by BCP on Third-Party Software, information, materials, documents, data, databases and all other information and intellectual property accessible on or through the Website, any third-party website BCP may use to distribute or host the Course, and contained in e-mails sent to You by BCP, as well as the look and feel of all of the foregoing.

1.5 “Content” has the meaning set forth in Section 9.2 hereof.

1.6 “Course” means any course materials or services provided by BCP on its Website(s), including but not limited to any Guides, Handbooks, E-Books or Workshops that BCP makes available for purchase or for free trial on its Website. “Course” also includes the specific Components comprising a particular Course.

1.7 “Course-Specific Terms” mean the specific terms, conditions, and descriptions provided on the Website for a specific Course at the point of registration or order placement.

1.8 “Designated User” has the meaning set forth in Section 6.2 hereof.

1.9 “Feedback” has the meaning set forth in Section 5.3 hereof.

1.10 “Group” has the meaning set forth in Section 9.1 hereof.

1.11 “Intellectual Property Rights” has the meaning set forth in Section 5.1 hereof.

1.12 “License” has the meaning set forth in Section 6.1 hereof.

1.13 “Paid Course” has the meaning set forth in Section 3.1 hereof.

1.14 “Parties” means You and BCP. “Party” shall mean either of the Parties in the singular.

1.15 “Policies” mean the policies, including, but not limited to, product-specific terms applicable to the Course, including the Terms of Service, Privacy Policy, and all documents referenced therein, as amended and posted on the Website.

1.16 “Refund Policy” has the meaning set forth in Section 3.6 herein.

1.17 “Terms” means these Course Terms and Conditions.

1.18 “Third-Party Software” means any software or component, module or package, website, plug in, video player, communication platform, server, or host that contains or is derived in any manner (in whole or in part) from, any software that is licensed, hosted, provided, or distributed by a third party. Third Party Software does not include the Course, itself, but may be required to Use the Course.

1.19 “Update” means any and all updates, bug fixes, new releases, modifications, and/or supplements to the Base Course that BCP may make, provide, or offer at its discretion from time to time.

1.20 “Use” and/or “Using” means to download, activate, access, play, open, or otherwise use the Course, as prescribed by these Terms and any Course-Specific Terms.

1.21 “Website” means any website where You Use and/or purchase or register for the Course, including but not limited to https://caitlin-pyle.mykajabi.com, https://my.proofreadanywhere.com, https://learn.staging-proofreadanywhere.temp312.kinsta.cloud, and https://members.staging-proofreadanywhere.temp312.kinsta.cloud.

1.22 “You” means the non-human legal entity or individual entering into these Terms with BCP, as the case may be. To the extent You are a non-human legal entity, You also includes Your Designated User.

1.23 “Your” means pertaining or belonging to You.

2 Order Acceptance

You agree and acknowledge that Your order or registration for any Course is an offer to purchase or to provide consideration that is required by BCP under the applicable Course-Specific Terms and these Terms to Use that Course. Any order or registration must be accepted by BCP. BCP will confirm its acceptance of Your offer by providing You access to the Course You order or for which You register.

3 Payment and Refunds

3.1 Certain Courses offered by BCP are accessible only if You pay for a License to access the same (“Paid Course”).

3.2 All prices, discounts, and promotions posted on the Website, in the Course-Specific Terms, or communicated to You by BCP are subject to change without notice. The price charged for a Paid Course will be the price in effect at the time You place the order or register for the Course. The posted prices do not include applicable taxes or charges for shipping and handling, to the extent there are any. All such taxes and charges will be added to Your total order amount, and will be itemized at checkout.

3.3 BCP may offer promotions or discounts from time to time that may affect pricing. The terms of promotions or discounts shall be read together and construed, to the fullest extent possible to be in concert with these Terms and the Course-Specific Terms, however, if there is a conflict between the terms for a promotion or discount and these Terms or the Course-Specific Terms, the promotion terms prevail.

3.4 To the extent You are paying by debit card or credit card for a Paid Course, You represent and warrant that (i) the credit card or debit card information provided by You is true, correct, and complete; (ii) You are duly authorized to use such credit card or debit card for the purchase; (iii) charges incurred by You will be honored by Your credit card company or bank; and (iv) You will pay charges incurred by You at the posted prices, including applicable shipping and handling charges and taxes, if any. You further give BCP permission to automatically charge Your debit or credit card for all fees and charged due and payable to BCP, without any additional authorization, for which You will receive an electronic receipt. You also agree that BCP is authorized to share any payment information and instructions required to complete the payments transactions with its third-party payment service providers (i.e., credit card transaction processing, merchant settlement, and the like).

3.5 If payment is required to Use a Course and it is not received when due, to the extent You are not required to make a one-time payment in exchange for Use of a Course, BCP reserves the right to terminate Your Use of the Course immediately and permanently.

3.6 Consistent with BCP’s Disclaimer and Refund Policy, which is located at https://my.proofreadanywhere.com/disclaimer/ (“Refund Policy”) and is expressly incorporated herein by reference, BCP has a no refund policy for any payment made to Use a Course in light of the extensive time, effort, preparation, and care required to develop and create the Course. To the fullest extent permitted by law, You acknowledge that BCP does not offer refunds for any portion of Your payment for any Course, and agree that all sales are final and no refunds will be provided.

4 Shipments; Delivery; Title and Risk of Loss

4.1 To the extent a Course includes physical Components that must be delivered to You at a physical address, BCP will arrange for shipment of the physical Components to You. You will pay all shipping and handling charges specified prior to placing Your order or registering for the Course. Shipping and handling charges are compensation for the cost BCP incurs in the processing, handling, packing, shipping, and delivery of any physical Components included in a Course.

4.2 Title and risk of loss pass to You upon BCP’s transfer of the physical Components to the carrier. Shipping and delivery dates are estimates and are not guaranteed. BCP is not liable for any delays in shipments.

4.3 Nothing in Section 4 obligates BCP to offer physical Components. To the extent physical Components are included in a Course, this will be specified in the Course-Specific Terms. Components designated by the Course-Specific Terms as downloadable or printable are not the physical Components contemplated by this Section.

5 BCP’s Intellectual Property Rights

5.1 BCP, its licensors, assignors, or other providers retain all ownership, including all right, title, and interest in and to the Course and any permissible copies thereof, with the sole specific exception of any Third-Party Software (“Intellectual Property Rights”). The Course is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

5.2 To the extent that the Course utilizes, incorporates, or references any Third-Party Software, such Third-Party Software is the intellectual property of such third parties. To the extent that the Course utilizes or references any modules, libraries, or the like that include code that is subject to restrictions on proprietary rights or that require public licensing terms, those restrictions or terms pertain only to such modules or libraries and do not alter these Terms.

5.3 With respect to any suggestions, comments, technical information, or other feedback with regard to any Course that You provide to BCP or its licensees in connection with that Course (the “Feedback”), BCP and its licensees may use the Feedback for any purpose without restriction, including, without limitation, for marketing or product support and development. BCP will exclusively own all rights in ideas, inventions, works of authorship, strategies, and data created in or resulting from the Feedback, including all Intellectual Property Rights therein. You further agree that, to the extent that BCP does not own all of the Intellectual Property Rights in and to the Feedback, You assign all Intellectual Property Rights in and to the Feedback to BCP, and You will execute assignments as necessary to achieve this result. You acknowledge that You will not retain any Intellectual Property Rights in the Feedback. Please note that the Feedback does not include the Content discussed in Section 9.2.

6 Limited License Granted to You to Use the Course

6.1 If BCP provides You access to Use any Course, You will be considered BCP’s licensee, and are granted a limited, revocable, single, non-transferable, non-sublicensable, personal, non-exclusive license to Use the Course, subject to and in accordance with these Terms, the Policies, and any Course-Specific Terms. This license shall be referred to herein as the “License.”

6.2 Only You are permitted to Use the Course for which You hold the License. To the extent You are a non-human legal entity, You may authorize only one individual to Use the Course for which you hold the License on Your behalf (“Designated User”). In such a case, You are responsible for ensuring that Your Designated User complies with all Terms and are responsible for any breaches committed by the Designated User. To the extent You intend on granting multiple individuals access to a Course, You must obtain and pay for separate licenses for each individual.

6.3 You are responsible for ensuring that the device and internet connection that You use to Use the Course meets all minimum operating requirements before ordering or registering for the Course.

6.4 You shall Use the Course only for Your personal use, education, or entertainment purposes. If You intend to Use the Course for any other purpose, including for a commercial intent or for the purpose of generating revenue directly through the Course, You must first obtain and pay for a different License for the Course.

6.5 If the Course utilizes, interfaces with, or operates in connection with services provided by or through certain Third-Party Software, You agree to comply with all limitations, terms, and conditions of the applicable third-party licenses and terms of services or use associated with the Third-Party Software, in addition to these Terms. Your Use of the Course shall be deemed Your acceptance of the third-party licenses and terms of service or use in connection with Your usage of the Course.

6.6 You understand that BCP reserves the right, in its sole discretion, to discontinue any feature(s) or aspect(s) of the Course at any time.

6.7 You may need to create an account using Your email address as a unique user ID on the Website or on a website to which You are directed in order to Use the Course (“Account”). In the event that BCP requires You to create an Account, the License is valid only if the information provided when creating the Account is complete and accurate. You are also responsible for ensuring that Your information provided to BCP remains current. Please note that accounts You maintain on Third-Party Software through which you Use certain Components (i.e., any Group) do not constitute the Account contemplated by this Section.

6.8 Unless expressly provided otherwise herein or in the Course-Specific Terms, You understand and agree that You may not, and will not, in whole or in part, directly or indirectly, do any of the following with respect to a Course: (a) adapt, alter, clone, copy, create a derivative of, decode, decompile, disassemble, display, perform, reproduce, reverse engineer, derive source code from, modify, translate, vary, or otherwise use the Course in a way that is not expressly authorized in these Terms; (b) monetize, assign, distribute, display, publish, rent, timeshare, loan, lease, license or sublicense, sell, or otherwise transfer the Course; (c) permit any third party to use or access the Course, without the prior written, signed authorization from BCP; (d) or cause any Course to be placed in the public domain. Subpart (c) herein shall not impact Your ability to appoint a Designated User, to the extent the same is allowed for herein.

6.9 To the extent the applicable Course-Specific Terms permit You to download, print, annotate, or complete particular Components or Course for personal use (i.e., workbooks, transcripts, e-Books, Guides etc.), You acknowledge and agree that You in no way assume any ownership rights in the Components or the Course, as the case may be. These remain the property of BCP, and any unauthorized use of the same constitutes infringement.

6.10 The trademarks and logos displayed on the Course and/or Components are trademarks belonging to BCP, unless stated otherwise. You are strictly prohibited from using the same.

6.11 BCP reserves all rights in the Course to itself that are not expressly granted in these Terms or in the Course-Specific Terms.

6.12 Your Use of any Course, other than that which is expressly authorized by BCP in these Terms, the Policies, or the Course-Specific Policies, is not permitted.

7 Personal Responsibility, Assumption of Risk, Release, Disclaimers

7.1 You acknowledge that, by engaging with BCP for Use of the Course, You voluntarily assume an element of risk, and knowingly and freely assume all risk and responsibility for damage to any property, and to the fullest extent permitted under law release, covenant not to sue, and hold BCP harmless for any and all liability to You, Your personal representatives, assigns, heirs, and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with Your Use of the Course, whether or not caused by the active or passive negligence of BCP.

In the event that this Section is held unenforceable for any reason, You agree to limit any damages claimed to the total You paid BCP for Use of the Course.

7.2 The Course provides information and education only, and does not provide any financial, legal, medical, or psychological services or advice. The Course does not prevent, cure, or treat any mental or medical condition. The Course is not intended to be a substitute for professional advice that can be provided by Your own accountant, lawyer, financial advisor, or medical or mental health professional. You are responsible for Your own financial, legal, physical, mental, and emotional well-being, decisions, choices, actions, and results. You should consult with a professional if You have specific questions about Your own unique situation. BCP disclaims any liability for Your reliance on any opinions or advice contained in the Course.

7.3 Earnings and Results Disclaimer. You agree that BCP has not made and does not make any representations about the earnings or results You may receive as a result of Your participation in the Course. BCP cannot and does not guarantee that You will achieve any particular result or earnings through Your Use of the Course, and You understand that results and earnings differ for each individual user.

7.4 Any links to Third-Party Software are subject to separate terms and conditions. BCP is not responsible for or liable for any content on or actions taken by such Third-Party Software. Although BCP may recommend Third-Party Software, it is Your responsibility to fully research such third parties before entering into any transaction or relationship with them.

7.5 BCP tries to ensure that the availability and delivery of the Course is uninterrupted and error-free. However, BCP cannot guarantee that Your Use will not be suspended or restricted from time to time, including to allow for repairs, maintenance, or Updates, although, of course, BCP will try to limit the frequency and duration of suspension or restriction.

7.6 THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE COURSE AND COMPONENTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BCP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BCP DOES NOT WARRANT THAT THE COURSE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL CONTENT.

7.7 BCP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE COURSE, INCLUDING ITS COMPONENTS, PRODUCTS OR SERVICES, OR THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE COURSE.

8 Account

8.1 As a condition for Your License, if You are required to create an Account, You agree to comply with BCP’s security procedures, including any password policies (including changing Your password from time to time if directed by BCP), to not circumvent any security or access provisions or procedures established by BCP, and to not implement or utilize any alternative access or backdoors to any Course.

Except as otherwise provided for herein, You shall not provide other persons with access to the Course or Your login credentials for Your Account.

8.2 If BCP has reasonable grounds to suspect that You have provided false information, shared Your login credentials with anyone else, or forwarded any non-public Components from the Course to any other person or entity, BCP has the right to suspend or terminate Your Account and refuse any and all current or future Use of the Course or any Components, in whole or part, without refund. Any personally identifiable information You provide as part of the Account creation process is governed by the terms of BCP’s Privacy Policy, which is incorporated by reference herein. If BCP terminates or suspends Your Use of the Course or any Components in accordance with this Subsection, BCP shall not be in breach of the Terms or any Course-Specific Terms.

9 Conduct; Confidentiality; Testimonials and Marketing

9.1 To the extent the Course includes Components such as access to a group or forum, whether hosted by the Website or on Third-Party Software (“Group”), You agree to comply with the moderator/community rules of that Group. Except as otherwise provided for herein, You further agree not to provide other persons with access to any such Group.

In the event You do not comply with the moderator/community rules of such a Group, BCP, may in its discretion, terminate Your access to the Group. In such an event, BCP shall not be in breach of these Terms or the Course-Specific Terms.

9.2 Please carefully choose the materials and information (“Content”) that You upload to, submit to, or embed on any Group. Any Content that You upload to, submit to, or embed on any Group may become public.

9.3 You are responsible for the Content and for any liability that may result from Content You upload to, submit to, or embed on any Group. You participate, comment, and post Content at Your own risk. BCP, or its agents on its behalf, may, in their discretion, delete or modify, in whole or part, any Content provided to a Group. BCP does not, however, have any obligation to monitor content submitted by third parties. BCP neither endorses, nor makes any representations as to the truthfulness or validity of any third-party content. BCP shall not be responsible or liable for any loss or damage caused by third-party content in the Group.

9.4 By publishing Content to the Group, You are representing that You are the sole owner of all such materials and You are at least 18 years old. You are also granting BCP an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display Your Content, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose (including commercial purpose and advertising), and granting BCP the right to make it part of the BCP’s current or future Courses. This right includes granting BCP proprietary rights or Intellectual Property Rights under any relevant jurisdiction without any further permission from You or compensation by BCP to You.

10 Term and Termination

10.1 Your License to Use a Course will commence when Your offer for purchase or registration is accepted by BCP in the method provided by Section 2, and will continue in effect until it is terminated as provided in this Section.

10.2 Your License shall continue in effect and will terminate upon the earlier of (i) the conclusion of the term provided by the Course-Specific Terms, or (ii) BCP’s termination thereof in accordance with the Terms.

10.3 You may terminate Your License at any time by ceasing Use of the Course, however, Your conduct and Use prior to termination will remain governed by these Terms.

10.4 You agree, upon termination of Your License that You shall have no rights to Use or possess the Course.

10.5 To the extent the Course-Specific Terms provide for “lifetime” Use of a Course, BCP’s termination of Your License shall not be a breach of these Terms or the Course-Specific Terms.

10.6 All Sections of these Terms, with the exception of Sections 6.1, 6.2, and 6.4, shall survive any termination or expiration of Your License.

11 Security

Security for all personally identifiable information is extremely important to BCP. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, BCP does not warrant the security of any information that You transmit via the internet. By transmitting any such information to BCP, You accept that You do so at Your own risk.

12 Governing Law; Enforcement

12.1 These Terms and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the state of Florida, without giving effect to the principles of choice of law thereof.

12.2 ANY ACTION BROUGHT BY A PARTY SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN ORANGE COUNTY, FLORIDA. ALL PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVE TRIAL BY JURY.

12.3 Exclusion of UN Convention, UCITA, and Contracts Act 1999. The terms of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms, regardless of when or where adopted. Additionally, no person who is not a Party to these Terms shall be entitled to enforce or take the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12.4 BCP does not represent that the Course is appropriate or available for Use outside of the United States. If You choose to Use, purchase, or register for the Course from locations outside of the United States, You do so on Your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12.5 You acknowledge that any actual or threatened breach of your License and BCP’s Intellectual Property Rights constitute immediate, irreparable harm to BCP and its licensors (as applicable) for which monetary damages would be an inadequate remedy. In the event of such breach or threatened breach, BCP will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13 Invalidity of Provisions

If any provision in these Terms is invalid or unenforceable, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability, and all other provisions of these Terms shall remain in effect.

14 Indemnification

You agree to defend, indemnify, release, and hold harmless BCP and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to all attorneys’ fees and costs, including those incurred as a result of appeal or judicial review) arising from or in connection with: (i) Your Use of any Course or Component in violation of these Terms, (ii) any breach by You of these Terms or any representation and warranty made by You herein, (iii) any Content You submit to a Group, (iv) Your Use of materials or features available through any Course (except to the extent a claim is based upon infringement of a third-party right by materials created by the BCP) or (v) a violation by You of applicable law or any agreement or terms with a third party to which You are subject.

15 Force Majeure

BCP shall not be deemed in breach of these Terms if BCP is unable to provide all of a Course or any Component by reason of fire, earthquake, hurricane, flood, natural disaster or other extreme weather event, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of BCP or any local, state, federal, national or international law, governmental order or regulation or any other event beyond BCP’s control.

16 Miscellaneous

16.1 These Terms, together with the documents specifically referenced and incorporated herein, set forth the entire agreement between BCP and You with respect to any Course and Your Use thereof, and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms, all of which are merged into these Terms.

16.2 These Terms, the Course-Specific Terms and the Policies, shall be read together and construed, to the fullest extent possible, to be in concert with each other. To the extent that they cannot be so construed, then in the event of any direct conflict, the Course-Specific Terms control the Terms, and the Terms control the Policies.

16.3 Both Parties hereby acknowledge and agree that any and all suppliers, distributors, and licensors of BCP (and any and all licensors of BCP’s licensors) shall be direct and intended third-party beneficiaries of these Terms (including, without limitation, the provisions regarding intellectual property ownership, and the disclaimers of warranties and limitations on liability, as set forth herein), with the right to directly enforce the same.

16.4 No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or remedy.

16.5 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

16.6 The language of these Terms shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either Party, regardless of who drafted or was principally responsible for drafting these Terms or any specific term or conditions hereof. All section headings are for reference only and shall not be considered in construing these Terms.

16.7 These Terms shall bind and inure to the benefit of the Parties, as well as BCP’s successors and assigns. In the event of any legal proceeding between the Parties arising out of or related to these Terms, the prevailing Party shall be entitled to recover, in addition to any other relief awarded or granted, its costs and expenses (including but not limited to reasonable attorneys’ and expert witness’ fees) incurred in any such proceeding, as well as in any appeals or judicial reviews of said proceeding.

16.8 BCP may revise these Terms and will provide such revised Terms to You from time to time. If BCP revises these Terms, BCP will notify You by (i) revising the date at the top of these Terms published on the Website, or (ii) by alerting You by email of the revision, using the email address that You provided to BCP for Your Account. You should regularly review the Terms published to the Website. Unless otherwise noted, the revised Terms will be effective immediately, and Your continued use of and access to the Course will confirm Your acceptance of the changes. If You do not agree to any amendments to the Terms, You must stop using or accessing the Course.

16.9 Use of the Course constitutes Your acknowledgement and acceptance of, and agreement to, the Terms. Neither Party may contest the validity or enforceability of these Terms, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records, when produced in hard copy form, shall constitute business records and shall have the same validity as any other generally recognized business records.

16.10 Except as specifically provided for herein, You may not assign or otherwise transfer Your License or Your rights and obligations under these Terms, in whole or in part, without BCP’s written consent, and any such attempt to do so will be void. BCP may transfer its rights and obligations under these Terms to a third party.

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