Terms and Membership Agreement
1. SCOPE OF AGREEMENT
1.1 Definitions: As used in this Agreement, the following terms shall have the following meanings:
- "Contract Year" means any given twelve-month period ending on an anniversary of the Effective Date.
- "Service(s)" means usage of the web site known as www.besprep.us, and any improved versions of the product(s) introduced by BESPREP from time to time.
- "Specifications" means the specifications for the services or products set forth of Exhibit A, as supplemented or amended by BESPREP from time to time.
- "The Member School" means any school who has purchased membership in www.besprep.us.
- "Participating Students" means the student for whom the membership was paid for.
2. MEMBER USAGE AND PRIVILEGES:
The Member School, purchaser of this membership, is entitled to the use and the limited reproduction of the materials published on the internet web site www.besprep.us as per access to such pages (math, reading, writing, science) bought. The member school is granted access and may use the on-line tests for their participating students, print the pages for their participating students and use the teaching strategy presentations for their participating students.
3. PRICES AND PAYMENT:
3.1 Price
The prices for the Service for the first twelve (12) months of this Agreement (the first "contract year") are as set forth on Exhibit A (Annual Catalog). Prices do not include applicable sales or use taxes which shall be separately stated on BESPREP invoices and borne by The Member School. In addition, an initial account set up fee of $350.00 is required for schools with less than eight (8) participating students.
3.2 Price Changes
The prices set forth on Exhibit A (Annual Catalog) shall be revised annually, on or before the start of each Contract Year, to reflect any increase or decrease in manufacturing costs for the service reasonably projected by BESPREP for the next Contract Year. The first pricing review will occur ten (10) months after the Effective Date of this Agreement. Price changes are not effective unless mutually agreed to in writing, with the change being effective with respect to invoices for membership renewal during the next ensuing Contract Year.
3.3 Taxes
The Member School shall be responsible for all VAT, sales, use and other similar taxes applicable to services supplied under this Agreement, unless The Member School provides written proof of exemption.
3.4 Payment
BESPREP shall issue invoices for Service on or after the date of shipment. Payment shall be due within thirty (30) days from the date of invoice. A late charge at the rate of one and one-half percent (1 ½%) per month or the highest rate allowed by law, whichever is lower, shall be applied to the total invoice price for payments not received within sixty (60) days after the date of invoice.
4. SOFTWARE LICENSE.
The Member School is granted a non-exclusive license during the term of this Agreement to use the Services purchased hereunder in accordance with this Agreement. The Member School agrees that all Services under this Agreement are only for such use, and that such Service shall not be sold nor shall title thereto be transferred to other schools, districts or parties other than the license rights specifically set forth in this section. BESPREP shall retain all ownership right, title and interest in the Service furnished to The Member School pursuant to this Agreement. Except as separately agreed to by BESPREP, The Member School may not modify in any way, or copy or otherwise reproduce in any form, any computer program (including manuals and other supplied documentation) supplied with the Service or purchased hereunder. The Member School will comply with the policies and requirements of BESPREP in effect from time to time with respect to (i) the licensing by BESPREP of its proprietary, protected or confidential material and information and (ii) any Products which are subject to one or more license agreements between BESPREP and third parties.
5. ACCOUNT, PASSWORD AND SECURITY
The Member School is responsible for maintaining the confidentiality of his or her account identifier and password. The Member School shall be responsible for all uses of his or her Account, whether or not authorized by The Member School. The Member School agrees to immediately notify BESPREP of any unauthorized use of his or her Account or any other breach of security. The Member School agrees to exit from his or her Account after usual usage. The Member School understands and agrees that the technical processing and transmission of any content may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
6. NO RESALE OF SERVICE
The Member School agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
7. PROPRIETARY NOTICES.
This software and documentation constitute several published and unpublished works and contain valuable trade secrets and proprietary information belonging to BESPREP. None of the foregoing material may be copied, duplicated or disclosed without the express written permission of BESPREP.
8. PRODUCT WARRANTY, DISCLAIMER OF WARRANTIES
8.1 Product Warranty
BESPREP warrants to The Member School that the Products purchased hereunder shall be free from defects in materials and workmanship, and shall conform in all material respect to the Specifications for a period of fifteen (15) days from the date of delivery thereof, provided the Service in question has been used in accordance with ordinary industry practices and conditions. BESPREP DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. BESPREP DOES NOT GUARANTY AN EXEMPLARY RATING FROM THE TEXAS EDUCATION AGENCY.
8.2 Remedies
In the event that a Product does not comply with the product warranty set out in Section 8.1 and such Membership is canceled within the warranty period by The Member School prepaid, BESPREP will refund any prepaid fees.
8.3 Disclaimer of Warranties
The foregoing express warranties are limited to BESPREP and are not transferable and are in lieu of any other warranty by BESPREP with respect to Services furnished hereunder. BESPREP GRANTS NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. PROPRIETARY INFORMATION:
9.1 Protection of Proprietary Information
BESPREP and The Member School agree to keep in confidence and not disclose to others all knowledge, information and data furnished to either by the other party and claimed by the other party to be proprietary, provided such information is given in writing or, if oral, is reduced to writing within thirty (30) days and such writing is marked to indicate the claims of ownership and/or secrecy. BESPREP and The Member School agree that neither shall use, nor reproduce for use in any way, any proprietary information of the other except in furtherance of the relationship set forth herein. BESPREP and The Member School agree to protect the proprietary information of the other with the same standard of care and procedures used by each to protect its own proprietary information of similar importance but at all times using at least a reasonable degree of care.
9.2 Limitations
Section 9.1 shall not be applicable and shall impose no obligation on a party with respect to any portion of proprietary information which:
- Was at the time received or which thereafter becomes, through no act or failure on the part of such party, generally known or available to the public;
- Is known to such party at the time of receiving such information as evidenced by documentation then rightfully in the possession of either party;
- Is furnished to others by the other party without restriction of disclosure;
- Is thereafter rightfully furnished to such party by a third party without restriction by that third party on disclosure; or
- Has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the other party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
9.3 Survival
The covenants of confidentiality set forth herein shall survive and continue and be maintained from the Effective Date hereof until three (3) years after termination of this Agreement.
10. TERM AND TERMINATION.
10.1 Term. The initial term of this Agreement shall commence upon the Effective Date and shall continue for a period of one (1) Contract Year (the "Initial Term"). Thereafter, this Agreement shall be renewed for successive one- (1) year terms unless terminated by either party.
10.2 Termination. This Agreement may be terminated as follows:
- At any time upon mutual written agreement of the parties;
- By BESPREP upon two (2) days written notice to The Member School for failure by The Member School to make payment for Products when due, unless such failure is cured within the two (2) day period; or
- By either party if (i) the other party is in material breach of its obligations hereunder and such breach continues uncured for a period of thirty (30) days after written notice to the defaulting party, or (ii) the other party makes a general assignment for the benefit of its creditors, appoints or has appointed a receiver, trustee in bankruptcy or similar officer to take charge of all or part of its property, files or has a petition filed against it in any bankruptcy (unless such petition is dismissed within sixty (60) days of its filing), and/or is adjudged insolvent or bankrupt.
11. MISCELLANEOUS.
11.1 Successors and Assigns. The rights and obligations of either party shall not be transferable without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. All obligations of the parties herein shall be binding upon their respective successors or assigns.
11.2 Choice of Laws. This Agreement shall be governed by, and its terms shall be construed in accordance with, the laws of the State of Texas.
11.3 Waiver. No waiver or breach of any term or condition of this Agreement shall operate as a waiver of any other breach of such term or condition, or of any other term or condition, nor shall any failure to enforce any provisions hereunder operate as a waiver of such provision or any other provision hereunder.
11.4 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, except in those instances where removal or elimination of such invalid, illegal, or unenforceable provision or provisions would result in a failure of consideration under this Agreement, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein.
11.5 Notices. All notices hereunder shall be in writing and shall be deemed to have been duly given and shall be effective only upon receipt.
11.6 Headings. Headings used in this Agreement are for the purpose of reference only and are not to be considered in construction or interpretation of this Agreement.
11.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
11.8 Entire Agreement; Amendment. This Agreement, including the Exhibits, contains the entire Agreement between the parties relating to the subject matter hereof. All prior agreements and all prior negotiations, representations and communications relating to the same subject are superseded by this Agreement. This Agreement may not be modified other than by a written document signed by an authorized representative of each party.
ONLINE PRIVACY POLICY AGREEMENT
BESPREP values its users' privacy. This Privacy Policy ("Policy") will help you understand how we collect and use
personal information from those who visit our website or make use of our online facilities and services, and what we will and
will not do with the information we collect. Our Policy has been designed and created to assure those affiliated with
BESPREP of our commitment and realization of our obligation not only to meet, but to exceed, most existing privacy
standards.
We reserve the right to make changes to this Policy at any given time. If you have not registered with us and want to make
sure that you are up to date with the latest changes, we advise you to frequently visit this page. If you are a registered user,
we will notify you via email of any changes or updates made to this Policy. If at any point in time BESPREP decides to make
use of any personally identifiable information on file, in a manner vastly different from that which was stated when this
information was initially collected, the user or users shall be promptly notified by email. Users at that time shall have the
option as to whether to permit the use of their information in this separate manner.
This Policy applies to BESPREP, and it governs any and all data collection and usage by us. Through the use of
www.besprep.us, you are therefore consenting to the data collection procedures expressed in this Policy.
Please note that this Policy does not govern the collection and use of information by companies that BESPREP does not
control, nor by individuals not employed or managed by us. If you visit a website that we mention or link to, be sure to review
its privacy policy before providing the site with information. It is highly recommended and suggested that you review the
privacy policies and conditions of any website you choose to use or frequent to better understand the way in which websites
garner, make use of and share the information collected.
Specifically, this Policy will inform you of the following
1. What personally identifiable information is collected from you through our website;
2. Why we collect personally identifiable information and the legal basis for such collection;
3. How we use the collected information and with whom it may be shared;
4. What choices are available to you regarding the use of your data; and
5. The security procedures in place to protect the misuse of your information.
Information We Collect
It is always up to you whether to disclose personally identifiable information to us, although if you elect not to do so, we
reserve the right not to register you as a user or provide you with any products or services. This website collects various
types of information, such as:
● Information automatically collected when visiting our website, which may include cookies, third party tracking
technologies and server logs.
In addition, BESPREP may have the occasion to collect non-personal anonymous demographic information, such as age,
gender, household income, political affiliation, race and religion, as well as the type of browser you are using, IP address, or
type of operating system, which will assist us in providing and maintaining superior quality service.
BESPREP may also deem it necessary, from time to time, to follow websites that our users may frequent to gleam what types
of services and products may be the most popular to customers or the general public.
Why We Collect Information and For How Long
We are collecting your data for several reasons:
● To better understand your needs and provide you with the services you have requested;
● To fulfill our legitimate interest in improving our services and products;
● To send you promotional emails containing information we think you may like when we have your consent to do so;
● To contact you to fill out surveys or participate in other types of market research, when we have your consent to do so;
● To customize our website according to your online behavior and personal preferences.
The data we collect from you will be stored for no longer than necessary. The length of time we retain said information will be
determined based upon the following criteria: the length of time your personal information remains relevant; the length of time
it is reasonable to keep records to demonstrate that we have fulfilled our duties and obligations; any limitation periods within
which claims might be made; any retention periods prescribed by law or recommended by regulators, professional bodies or
associations; the type of contract we have with you, the existence of your consent, and our legitimate interest in keeping such
information as stated in this Policy.
Use of Information Collected
BESPREP does not now, nor will it in the future, sell, rent or lease any of its customer lists and/or names to any third parties.
BESPREP may collect and may make use of personal information to assist in the operation of our website and to ensure
delivery of the services you need and request. At times, we may find it necessary to use personally identifiable information as
a means to keep you informed of other possible products and/or services that may be available to you from www.besprep.us
BESPREP may also be in contact with you with regards to completing surveys and/or research questionnaires related to your
opinion of current, potential, or future services that may be offered.
BESPREPuses various third-party social media features including but not limited to https://www.facebook.com/BESPREP/
and other interactive programs. These may collect your IP address and require cookies to work properly.These services are
governed by the privacy policies of the providers and are not within BESPREP's control.
Disclosure of Information
BESPREP may not use or disclose the information provided by you except under the following circumstances:
● as necessary to provide services or products you have ordered;
● in other ways described in this Policy or to which you have otherwise consented;
● in the aggregate with other information in such a way so that your identity cannot reasonably be determined;
● as required by law, or in response to a subpoena or search warrant;
● to outside auditors who have agreed to keep the information confidential;
● as necessary to enforce the Terms of Service on our website;
● as necessary to maintain, safeguard and preserve all the rights and property of BESPREP.
Non-Marketing Purposes
BESPREP greatly respects your privacy. We do maintain and reserve the right to contact you if needed for non-marketing
purposes (such as bug alerts, security breaches, account issues, and/or changes in BESPREP products and services, or
changes to this Policy). In certain circumstances, we may use our website, newspapers, or other public means to post a
notice.
Children under the age of 13
BESPREP's website is not directed to, and does not knowingly collect personal identifiable information from, children under
the age of thirteen (13). If it is determined that such information has been inadvertently collected on anyone under the age of
thirteen (13), we shall immediately take the necessary steps to ensure that such information is deleted from our system's
database, or in the alternative, that verifiable parental consent is obtained for the use and storage of such information. Anyone
under the age of thirteen (13) must seek and obtain parent or guardian permission to use this website.
Unsubscribe or Opt-Out
All users and visitors to our website have the option to discontinue receiving communications from us by way of email or
newsletters. To discontinue or unsubscribe from our website please send an email that you wish to unsubscribe to
info@besprep.com. If you wish to unsubscribe or opt-out from any third-party websites, you must go to that specific website to
unsubscribe or opt-out. BESPREP will continue to adhere to this Policy with respect to any personal information previously
collected.
Links to Other Websites
Our website does contain links to affiliate and other websites. BESPREP does not claim nor accept responsibility for any
privacy policies, practices and/or procedures of other websites. Therefore, we encourage all users and visitors to be aware
when they leave our website and to read the privacy statements of every website that collects personally identifiable
information. This Policy applies only and solely to the information collected by our website.
Notice to European Union Users
BESPREP's operations are located primarily in the United States. If you provide information to us, the information will be
transferred out of the European Union (EU) and sent to the United States. (The adequacy decision on the EU-US Privacy
became operational on August 1, 2016. This framework protects the fundamental rights of anyone in the EU whose personal
data is transferred to the United States for commercial purposes. It allows the free transfer of data to companies that are
certified in the US under the Privacy Shield.) By providing personal information to us, you are consenting to its storage and
use as described in this Policy.
Security
BESPREP takes precautions to protect your information. When you submit sensitive information via the website, your
information is protected both online and offline. Wherever we collect sensitive information (e.g. credit card information), that
information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar
and looking for "https" at the beginning of the address of the webpage.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only
employees who need the information to perform a specific job (for example, billing or customer service) are granted access to
personally identifiable information. The computers and servers in which we store personally identifiable information are kept in
a secure environment. This is all done to prevent any loss, misuse, unauthorized access, disclosure or modification of the
user's personal information under our control.
The Company also uses Secure Socket Layer (SSL) for authentication and private communications to build users' trust and
confidence in the internet and website use by providing simple and secure access and communication of credit card and
personal information.
Acceptance of Terms
By using this website, you are hereby accepting the terms and conditions stipulated within this Privacy Policy Agreement. If
you are not in agreement with our terms and conditions, then you should refrain from further use of our sites. In addition, your
continued use of our website following proper notification or the posting of any updates or changes to our terms and
conditions, shall mean that you agree and accept such changes.
How to Contact Us
If you have any questions or concerns regarding this Privacy Policy as it relates to our website, please feel free to contact us at the following email, telephone number or mailing address:
Email: info@besprep.com
Telephone Number: 737-217-7592
Mailing Address:
BESPREP
PO Box 631272
Houston, Texas 77263