Preschool Portal Business Provider Membership
Terms & Conditions
These terms and conditions are effective immediately for those registering accounts.
These Terms and Conditions (the "Agreement"), contains all the terms and conditions between Preschool Portal, LLC. ("Preschool Portal") and you as a Business Provider (as defined below) and govern your participation in the Preschool Portal Business Provider Program described herein (the "BP Program") offered on the Preschool Portal website and through any Preschool Portal mobile application (collectively, the "Site"). Please read this Agreement before enrolling or using the Site as a Business Provider. By enrolling as a Business Provider on the Site, you hereby represent, warrant, understand, agree to, and accept all terms and conditions contained herein. If you object to anything in this Agreement, do not use the Site as a Business Provider. The terms and conditions of this Agreement are subject to change by Preschool Portal at any time, effective upon posting on the Site, and your participation in the BP Program after such posting will constitute acceptance by you of such changes.
As part of its service, Preschool Portal maintains certain information from approved Business Providers ("You") and presents such information to interested users ("Users") of the Site, as appropriate in its sole discretion, which may include in search results and otherwise. Users have the ability, at their option, to request information about You or Your services via the method or methods offered on the Site, which may include completing a request for information form on the Site, which Preschool Portal will then email to You, linking to Your Site via a website text link on our Site and/or other methods as determined by Preschool Portal and agreed to by You (collectively, "BPs"). In return for listing Your information on the Site and facilitating contact by Site Users, you agree to pay certain fees ("Fees") to Preschool Portal as described and agreed upon during the enrollment process for the Business Provider Program.
1. The Profile.
By enrolling as a Business Provider, you authorize Preschool Portal to publish certain information ("Content") about You, submitted by You in the enrollment process or thereafter, on the Site in the form of a Profile ("Profile"). Preschool Portal reserves the right to refuse any request for a Profile or to cancel any Profiles for any reason, including but not limited to the failure to fulfill the obligations set forth in this Agreement, or for no reason. By submitting Content to the Site You automatically grant, and You represent and warrant that You have the right to grant, to Preschool Portal, its affiliates, licensees, and successors, during the term of this relationship, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sub-licenses of the foregoing, in each case: (i) for the purposes of identifying You to Users, identifying You on the applicable service category pages of the Site, or otherwise fulfilling Preschool Portal's obligations hereunder, (ii) to promote and market the Site and Your representation thereon, and (iii) for purposes otherwise expressly approved in advance, in writing, by You. You further represent and warrant that public posting and use of Your Content by Preschool Portal will not infringe or violate the rights of any third party.
2. Profile Contents.
The Profile will contain information You provide to Preschool Portal. You agree to provide true, accurate, current, and complete information about Your business and Your products/services. Failure to provide information in such a manner may result in Preschool Portal suspending or terminating Your Profile. The Profile will appear in the service category areas of the Site selected in the enrollment process and will be in a style and format consistent with other similar Profiles in that area. Preschool Portal reserves the right to change the style, form, content, and appearance of the Site at any time. You agree to maintain the accuracy of the information contained in Your Profile. If any information included in your Posting is or becomes inaccurate, you will promptly update Your Profile and notify Preschool Portal. The Profile and any changes thereto are subject to approval by Preschool Portal. Certain changes that You make to Your Listing may require review by Preschool Portal prior to posting, which review will be performed within five (5) business days of submission. If such changes are approved, they will be promptly reflected in your Profile. If they are declined, Preschool Portal will notify you as to the reason for the rejection and provide You an opportunity to revise and re-submit them.
3. Fees; Cancellation.
During the enrollment process, You agreed to pay fees to Preschool Portal at a set rate. The Set Rate, plus any applicable sales or other taxes, are each also referred to in this Agreement as the “Fees”. By completing and submitting the information in the enrollment process, You authorize Preschool Portal to compute and charge to Your credit card the Fees You agreed to during the enrollment process on the payment schedule set forth in the enrollment process. You also agree that Preschool Portal will automatically renew your subscription at the end of each subscription term, and continue to charge your credit card for the Fees for that subscription term on the payment schedule set forth in the enrollment process unless You have canceled Your subscription before the end of Your prior subscription term.
However, if You have agreed to pay Set Fees and You cancel or pause Your participation, you will not be entitled to a refund of any Set Fees You previously paid or continue to owe Preschool Portal.
Preschool Portal reserves the right to change Fee prices at any time provided that Preschool Portal will provide at least thirty (30) days’ notice to You, via email communication sent to the email address on file in your account profile, before any price change goes into effect. Preschool Portal also reserves the right to correct any billing errors or mistakes that it makes even if it has already requested or received payment.
You and Preschool Portal each reserve the right to terminate the relationship with the other party at any time for any reason or no reason upon five (5) business days’ notice to the other party. Each party reserves the right to terminate this Agreement immediately upon notice to the other party in the event the other party should commit or otherwise become associated with, for any reason, any act that would reasonably be expected to have an adverse impact on the reputation or public image of the terminating party. Preschool Portal reserves the right to send a notice of such termination to Users with whom Preschool Portal has reason to believe you have corresponded.
Failure to Pay.
In the event of non-payment, Preschool Portal reserves the right to suspend or terminate Your account until such charges are paid. Preschool Portal may also charge interest on undisputed balances unpaid for more than thirty (30) days, in which case interest charges will accrue from the 31st day with respect to any unpaid, undisputed amount at a rate of 1% per month or the maximum rate allowed by law, whichever is lower. Preschool Portal shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys' fees, expenses, and costs) incurred in attempting to collect payments from You.
To the extent you elect to purchase other services Preschool Portal may offer for a fee, You authorize Preschool Portal to charge your credit card for the services you purchase. You agree that if Preschool Portal already has Your credit card on file as a result of prior purchases you have made, Preschool Portal may charge that credit card for the additional services You purchase.
Commercial Provider Marks.
You hereby grant to Preschool Portal, its affiliates, licensees, and successors an irrevocable, perpetual, non-exclusive, fully paid, worldwide right and license during the term of this relationship, subject to the terms and conditions hereof, to use Your logo(s), tradename(s) or trademark(s) (the "Marks") or those of Your affiliates, (i) for the purposes of identifying You to Users, identifying You on the applicable service category pages of the Site, or otherwise fulfilling Preschool Portal obligations hereunder, (ii) to promote and market the Site and Your representation thereon, and (iii) for purposes otherwise expressly approved in advance, in writing, by You. You further represent and warrant that Preschool Portal's use of your Marks in accordance with these terms will not infringe or violate the rights of any third party.
Neither party may represent or imply to a User or other third party that it is acting on behalf of the other party hereto or that the other party hereto has approved of or endorsed its products or services. All goodwill associated with the use of Your Marks shall inure to the benefit of You and/or Your affiliate(s), as applicable.
By agreeing to the terms of this Agreement, You agree to indemnify, defend and hold harmless Preschool Portal and its affiliates, officers, directors, employees, stockholders, representatives and agents from and against any and all claims, losses, expenses or demands of liability, including attorneys' fees and costs incurred by them in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) any breach by You of Your obligations under this Agreement, (ii) any willful misconduct or negligent act, omission or misrepresentation by You, Your agents or Your employees, (iii) any violation by You of any federal, state or local, law, rule or regulation, (iv) any disputes between You and any User, or (v) the violation or alleged violation of third-party intellectual property rights or proprietary rights by any Listing or other materials and content you submit, post or transmit through the Site or otherwise provide to Preschool Portal for inclusion on the Site. You may not settle any claim subject to indemnification without the prior written consent of the Preschool Portal. In addition, Preschool Portal may, at its sole expense, participate in the defense and settlement of the claim.
Each party represents and warrants to the other party that (i) this Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms; (ii) such party has full power and authority to enter into this Agreement and perform its obligations hereunder; (iii) the making of and performance under this Agreement by such party does not violate any agreement or obligation existing between such party and any third party; (iv) the making of and performance of this Agreement does not infringe upon any third parties rights and (v) each party shall, at all times, comply with all applicable federal, state and local laws, regulations and ordinances. You represent, warrant, and covenant that: (i) all of the information provided to Preschool Portal hereunder, including information submitted in connection with the Listing, is truthful and not misleading, fraudulent, defamatory, libelous, threatening, harassing, or obscene; (ii) You are authorized to provide the products and services set forth in the Listing; (iii) You have the right to use each copyright, trademark, trade name, service mark, graphic, photograph, or any other intellectual property in the way it is used under this Agreement; and (iv) any advertising copy or materials and any linked advertising shall comply with all applicable laws and regulations.
OTHER THAN SET FORTH HEREIN, THE PRESCHOOL PORTAL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR THE IMPLIED WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRESCHOOL PORTAL SITE, ANY PRODUCTS, SERVICES OR INFORMATION PROVIDED THROUGH THE PRESCHOOL PORTAL SITE, OR THE ACCURACY OF, OR RESULTS TO BE OBTAINED BY USING, THE PRESCHOOL PORTAL SITE. Preschool Portal is not involved in any actual transactions between Users and You. Thus, Preschool Portal has no control over the interest or ability of Users to purchase items or pay for services or the suitability of any User for Your products or services. Preschool Portal cannot and does not control whether or not Users will complete the purchase of products or services for which they have requested information. Because user authentication on the Internet is difficult, Preschool Portal cannot and does not guarantee that each User is whom he or she professes or claims to be. You assume all risk when using the Site, including but not limited to all of the risks associated with any online or offline interactions with Users of the Site, and Preschool Portal disclaims any liability arising out of or in any way connected with such interactions.
Ratings & Reviews.
Ratings and reviews posted on the Site are the opinions of their respective authors. Such authors are solely responsible for such content. Preschool Portal does not adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Service. Under no circumstances will Preschool Portal or its affiliates be responsible for any loss or damage resulting from reviews or comments made about you on the Site by other Users.
You understand and agree that Preschool Portal may review and delete any Content, in each case in whole or in part, that in the sole judgment of Preschool Portal violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users of the Site. We reserve the right to remove, screen, edit, or reinstate ratings and reviews from time to time at our sole discretion and without notice to you. You may encourage others to write reviews about your business. However, you agree not to, and will not assist or enable others to write a fraudulent or defamatory review, trade reviews with other businesses, compensate anyone to write a review on your behalf, or write a review that you were paid for either directly or indirectly by the business being reviewed.
Preschool Portal does not approve of, or endorse, any product or service by electronically publishing the Profile. Preschool Portal may publish entries or profiles for any other party at any time. You and Preschool Portal are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. Any claims or legal actions by one party against the other shall be commenced and maintained exclusively in any state or federal court, and both parties hereby submit to the jurisdiction and venue of any such court and agree not to bring any claim or legal action in any other jurisdiction or venue. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. No principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall apply to the terms and conditions of this Agreement. The invalidity, illegality, or unenforceability of any term or provision of this Agreement shall in no way affect the validity, legality, or enforceability of any other term or provision of this Agreement. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. No waiver of any default in performance of this Agreement by either party or waiver of any breach or a series of breaches of any of the terms, covenants, or conditions of this Agreement shall constitute a waiver of any subsequent breach or a waiver of such terms, covenants, or conditions. Neither party may assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to any affiliate or any successor entity in a merger, consolidation, business combination or sale of all or substantially all of its assets. Any purported assignment, transfer, or delegation in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement. This Agreement constitutes the entire agreement between Preschool Portal and You and supersedes any prior verbal or written agreements regarding the subject matter hereof.