General Service Terms

Cross Street Academy, LLC (“CSA”) provides educational resources and services through an online platform (the “Services”) to clients (each a “Client”) subject to these terms and conditions (“Terms”). Such Services shall be provided in accordance with enrollment agreements agreed to from time to time by CSA and Client (“Enrollment Agreements”) which shall be governed by these Terms.  In the event of a conflict between these Terms and an Enrollment Agreement, the terms of the Enrollment Agreement shall prevail.

Please read these Terms and any Enrollment Agreements carefully before using the Services. By using the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms.

CSA reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. Unless otherwise specified, any changes or modifications will be effective immediately, and Client’s continued use of the Services after such changes or modifications will constitute acceptance of such changes or modifications. You should regularly review the Terms and any policies and documents incorporated in them to understand the Terms that apply to your use of the Services. These Terms and any changes or modifications hereto will be posted at https://crossstreetacademy.com/terms-of-service.

Payment and Billing

CSA requires an automatic and direct form of payment such as a credit card. By executing this agreement, Client agrees that all fees, taxes, or other charges will be made through such form of payment including recurring monthly fees as may be described in the Enrollment Agreement. Client agrees and authorizes CSA to, at CSA's option in each instance, initiate debits from a designated ACH or credit card account, on the due date, for all payments, any fees and expenses, and any other amounts due and payable by Client with respect to the Services, by means of a direct debit of the designated account (“Payments”).  If Client fails to make payment, CSA shall have the right to suspend any or all Services and, in its sole discretion with or without notice CSA may terminate all Services. Termination of any Services by CSA shall not limit CSA from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Client of its obligation to pay all fees and expenses accruing prior to such termination. In any action to collect fees due and owing, Client agrees to also pay CSA’s reasonable costs and attorney’s fees.

Taxes

Client is responsible for all taxes, duties and customs charges with respect to the Services, software and equipment provided under these Terms and any applicable Enrollment Agreement, if any, excluding taxes based on CSA’s net income.  Connecticut State sales tax shall be added to the charges provided for in these Terms and any Enrollment Agreement.  

Use of the Services

The Services are provided for Client’s use only. Any unauthorized sale, resale, copying or reproduction of the Services, or the Resources of CSA is strictly prohibited. Client acknowledges that it is Client’s responsibility to keep personal identifying and registration information up to date and to ensure that such information is accurate. Client is responsible for maintaining the security and confidentiality of any login credentials associated with a CSA account used to access the Services. Using the Services for purposes other than those intended by CSA is strictly prohibited including without limitation: threatening, defamatory, abusive, harassing, fraudulent, deceptive, inappropriate or explicit conduct, language, or information; impersonation of any individual; unauthorized advertisement; conduct or content that infringes on any patent, trade mark, trade secret, copyright or other intellectual property rights of any party. Any unauthorized use of the Services may lead to termination of the Services.

Privacy Policy

CSA may use Client’s information to the extent necessary to provide the Services.  Without limiting the foregoing, CSA may use Client’s information to: resolve disputes; troubleshoot problems; help promote safe exchange of documents for review and delivery; collect fees owed; authenticate users, inform Client about online and offline offers, products, services, and updates; customize Client’s experience; detect and protect against error, fraud and other criminal activity; enforce CSA’s Terms and policies; and as otherwise described to you at the time of collection.  At times, CSA may look across multiple users to identify problems, and in particular CSA may examine Client’s information to identify users using multiple User IDs or aliases.  We may compare and review Client’s personal information for errors, omissions and for accuracy.

If you choose to use our Services we use your address, credit card and billing information to bill you and provide associated support.

CSA does not share, sell or rent any of your information to third parties other than as outlined in these Terms.  However, Client information may be disclosed in the normal scope of business to provide our services. We may use third parties that we refer to as internal service providers to facilitate or outsource one or more aspects of the business, product and service operations that we provide to you, and therefore we may provide some of your personal information directly to these internal service providers.  These internal service providers are subject to contractual restrictions that limit their use and disclosure of information we provide them. More information regarding our Privacy Policy can be found at https://crossstreetacademy.com/privacy.

Regulatory Disclosure

CSA reserves the right to disclose information relating to Client’s use of the Services if required to do so by law, regulation, local, state or federal governmental request or in the good faith belief that such action is necessary to: (a) comply with legal process served on CSA or its affiliates; (b) protect and defend the rights or property of CSA or its affiliates; or (c) act under reasonable and good faith circumstances to protect the personal safety of users of the Services or members of the public.

Termination

Client agrees and acknowledges that CSA may, in its sole discretion, suspend or terminate Client’s access to all or part of the Services with or without notice and for any reason, including, without limitation, breach of these Terms, or breach of any Enrollment Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating access to the Services and may be referred to appropriate law enforcement authorities. Upon suspension or termination, Client’s right to use the Services will immediately cease, and CSA reserves the right to remove or delete any information that Client may have stored with CSA, including without limitation any account or login information.

Warranty

CSA warrants that all Services will be offered in a professional manner in accordance with general industry standards.  Client must report any deficiencies in Services to CSA in writing within ten (10) business days of performance of such Services in order to receive warranty remedies.  

THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES.  NO OTHER WARRANTIES APPLY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.  CSA DOES NOT WARRANT THAT THE SERVICES, SERVICE DELIVERABLES, OR ANY THIRD-PARTY PRODUCTS ARE ERROR-FREE, OR WILL OPERATE IN AN UNINTERRUPTED MANNER OR IN COMBINATION WITH OTHER SOFTWARE PRODUCTS.  THERE IS NO WARRANTY FOR THIRD-PARTY SOFTWARE OR THIRD-PARTY HARDWARE PROVIDED BY CSA AND EACH SUCH THIRD-PARTY SOFTWARE OR THIRD-PARTY HARDWARE SHALL BE GOVERNED BY THE WARRANTIES OFFERED BY THE APPLICABLE THIRD-PARTY UNDER THE TERMS OF THE AGREEMENT BETWEEN CLIENT AND SUCH THIRD-PARTY. IN ADDITION, AND WITHOUT LIMITATION, CSA DOES NOT WARRANT OR REPRESENT THAT ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY HARDWARE AS DELIVERED WILL MEET ALL OF CLIENT'S REQUIREMENTS WITHOUT THE NEED FOR CONFIGURATION OR ENHANCEMENTS OR ENCOMPASS ALL OF THE FUNCTIONALITY DESIRED BY CLIENT OR AVAILABLE IN CLIENT'S SOFTWARE. CSA FURTHER DOES NOT WARRANT OR GUARANTEE THE PERFORMANCE, ACTIONS, OR ACADEMIC SUCCESS OF STUDENT OR CLIENT.

Remedy

FOR ANY BREACH OF THE WARRANTY, CLIENT’S EXCLUSIVE REMEDY, AND CSA’s ENTIRE LIABILITY, SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE SERVICES.  IF CSA IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, CLIENT SHALL BE ENTITLED TO RECOVER THE FEES PAID TO CSA FOR THE DEFICIENT SERVICES. IN NO CASE SHALL ANY RECOVERY EXCEED THE AGGREGATE AMOUNTS PAID TO CSA BY CLIENT FOR THE SPECIFIC SERVICES THAT ARE THE SUBJECT OF THE CLAIMED BREACH BREACH.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATING TO LOSS OF DATA OR LOSS OF OPPORTUNITY) EVEN IF THE PARTY CLAIMING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE UNDER ANY THEORY OF RECOVERY, CSA’s AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO CSA BY CLIENT FOR THE SPECIFIC SERVICES THAT ARE THE SUBJECT OF THE CLAIM. CLIENT   ACKNOWLEDGES  THAT   THE   LIMITATION  OF   LIABILITIES   AND   DISCLAIMERS   OF   WARRANTIES CONTAINED HEREIN CONSTITUTE AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES, HAVE BEEN FACTORED INTO PRICING OF THE SERVICES, AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.

Arbitration; Venue

ALL QUESTIONS CONCERNING THE VALIDITY, ARBITRABILITY, INTERPRETATION AND PERFORMANCE OF THESE TERMS OR ANY ENROLLMENT AGREEMENT SHALL BE GOVERNED BY AND DECIDED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO ANY CONFLICTS OF LAWS AND PRINCIPLES THEREOF. THE PARTIES HEREBY SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE AMERICAN ARBITRATION ASSOCIATION FOR THE RESOLUTION OF ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENROLLMENT AGREEMENT, INCLUDING WITHOUT LIMITATION, THE VALIDITY, ARBITRABILITY, INTERPRETATION AND PERFORMANCE OF THESES TERMS OR ANY ENROLLMENT AGREEMENT, ALL OF WHICH SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. JUDGMENT ON ANY  AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES HEREBY FURTHER CONSENT AND AGREE TO THE STATE OF CONNECTICUT AS THE EXCLUSIVE VENUE FOR ANY SUCH ARBITRATION PROCEEDING.

Severability

In the event any provision of these Terms or any Enrollment Agreement is held to be invalid or unenforceable; the remaining provisions shall remain in full force and effect.  

Waiver

The waiver by either party of any default or breach of these Terms or any Enrollment Agreement shall not constitute a waiver of any other or subsequent default or breach.  Except for actions for nonpayment or breach of either party’s intellectual property rights, no action, regardless of form, arising out of these Terms or any Enrollment Agreement may be brought by either party more than one (1) year after the cause of action has accrued.  

Entire Agreement

These General Service Terms and associated Enrollment Agreement(s) (collectively the “Agreement”) set forth the entire understanding between the parties with respect to the services described in the Enrollment Agreement.  There are no representations, warranties, covenants, conditions or undertakings other than those expressly set forth herein.  These Terms or any Enrollment Agreement supersedes all prior negotiations, agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof.  In the event of a conflict with the terms and conditions of any order or invoice submitted by Client, the terms and conditions of these Terms or any Enrollment Agreement shall prevail.

Amendments

The provisions of these Terms or any Enrollment Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the parties hereto.  

Assignment 

These Terms or any Enrollment Agreement, and any right or interest hereunder, may be assigned in whole or in part by CSA without the prior written consent of the other Client. 

Attorneys' Fees  

In any action at law or in equity by CSA to enforce any of the provisions of these Terms or any Enrollment Agreement, if CSA is the successful party in such litigation, as determined by the court in a final judgment or decree, Client shall pay all costs, expenses and attorneys' fees incurred therein (including, without limitation, all costs, expenses and fees related to any appeals), and such costs, expenses and attorney's fees shall be included as part of any judgment.  

Successors and Assigns 

These Terms and any Enrollment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, to the extent permitted hereby, their legal representatives, heirs, successors and assigns.  

Copyright

All materials created by CSA (the “CSA Materials”) are protected by United States Copyright Law and trade secret law. CSA expressly reserves all rights therein. Client and Student agree not to copy the CSA Materials other than for Client’s own use. Client and Student may not sell, lease, license, publish, distribute, transfer, or assign the CSA Materials. Client and Student agree not remove any copyright or proprietary notice from the materials.

Force Majure

Neither party shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections and/or any other cause beyond the reasonable control  of  the  party  whose  performance is  affected  (including  mechanical,  electronic,  or communications failure).