Place Your Bid!™ User Agreement - Rev 7/26/2017



Illuminositi, Inc. Place Your Bid!™ User Agreement

Agreement between Course Provider and Illuminositi, Inc.

The following describes the terms and conditions on which ILLUMINOSITI, INC offers you access to our site, marketplace, and the Place Your Bid!™ booking platform. These terms and conditions (Terms and Conditions) describe the policies, terms, and conditions applicable to you (User) and your use of our Place Your Bid™ booking platform (Services), THE COURSE PROVIDER PLACE YOUR BID!™ USER AGREEMENT, at the ILLUMINOSITI, INC.’s www.BooqSmart.com and/or other Web Site (the Site). Please read this USER AGREEMENT carefully. Your use of our services indicates that you accept this USER AGREEMENT. You may not use our services if you do not accept this USER AGREEMENT. ILLUMINOSITI, INC, hereinafter called Owner, reserves the right to make changes to the Site and this USER AGREEMENT at any time without prior notice. This Agreement may not otherwise be amended except in writing signed by Owner. Illuminositi, Inc. incorporates herein, by reference, its' Membership Terms and Conditions.

WITHOUT LIMITATION OF ANY OTHER PROVISIONS OF THIS AGREEMENT, YOU MAY NOT USE THIS SITE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT AND/OR ANY APPLICABLE ADDITIONAL TERMS. YOUR ACCESS TO THIS SITE MAY BE TERMINATED IMMEDIATELY IN Illuminositi, Inc.'S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON.

Table of Contents

ILLUMINOSITI, INC. COURSE PROVIDER Place Your Bid!™ USER AGREEMENT: General Terms and Conditions

Ownership of Site
Eligibility To Use Our Service
The Site Is Only a Marketplace
Bidding and Sales
Listing and Selling
Your Information
Breach
Access and Interference
User Submissions
Copyright And Trademark Notices
No Warranty
Disclaimer Of Liability
Controversy
Fees, Services, and Duration
Nondisclosure of Confidential Information
Non-Circumvent
Non-Compete
Indemnity
Legal Compliance
No Agency
Notices
General
Entire Agreement
Effect of Partial Invalidity

1. Ownership of Site

The Site is owned by ILLUMINOSITI, INC, a for profit corporation organized and existing under the laws of the State of Florida, with its principal office located at 3613 Del Prado Blvd., Cape Coral, Florida 33904. Owner owns or licenses from third parties all information and other content as well as all of the software and technology related to the Site, including, but not limited to, all HTML code, Java applets, graphics, icons, wallpaper, characters, artwork and text related to or contained in the Site (collectively called the Technology). You may not use the Site or copy, transmit, publish, modify, distribute, perform, create derivative works from or reverse engineer any of the Technology except as expressly permitted by these Terms and Conditions. Owner may, at any time and in its sole discretion, add, delete or change the Site and any of the Services provided by or through the Site without notice.

2. Eligibility To Use Our Service

Our Services are available only to Users who can form legally binding contracts under the laws of the United States of America and the country, state and/or territory in which such User resides. The User must be a valid and registered member at the Site, with at least a Bronze (free) level membership, or Silver (premium) level, or Gold (premium) level Subscription to participate in the Place Your Bid™ booking platform. Without limiting the foregoing, our Services is not available to (a) minors, (b) Users whose use of our Services has been temporarily or indefinitely suspended, (c) nationals or residents of any country restricted by the United States Government, or (d) any party identified on the list of Specially Designated Nationals maintained by the United States Treasury Department or the Table of Denial Orders maintained by the United States Department of Commerce, as such restricted countries, lists and orders may be amended or modified from time to time by the United States Government. If you do not qualify, please do not use our Services.

3. The Site Is Only a Marketplace

3.1. Online Auction.

Although the Site may be commonly referred to as an online auction web site, it is important to realize that ILLUMINOSITI, INC is not a traditional “auctioneer.” Instead, the Site acts as a marketplace to allow anyone to offer, sell, and buy products in the categories listed on the Site, at anytime, in a variety of formats, including a fixed price format and an auction or reverse auction-style format commonly referred to as an “online reverse auction.” ILLUMINOSITI, INC is not involved in the actual transmission of service(s) or item(s) between buyers and sellers. ILLUMINOSITI, INC only purports that it will act as a marketplace to bring buyer and seller together to conduct hassle free negotiations and consummate purchases, for service(s) and item(s) under our Place Your Bid™ booking platform. As a result, ILLUMINOSITI, INC has no control over the quality, safety or legality of the service(s) or item(s) advertised, the truth or accuracy of the listings, the ability of sellers to sell service(s) or item(s) or the ability of buyers to buy service(s) or item(s). ILLUMINOSITI, INC cannot ensure that a buyer or seller will actually complete a transaction.

3.2. Safe Trading.

Because buyer authentication on the Internet is difficult, ILLUMINOSITI, INC cannot and does not confirm each buyer’s purported identity. You assume all risk that you may be dealing with foreign national, underage persons or persons acting under false pretense. You may wish to consider using a third-party escrow service or services that provide additional buyer verification.

3.3. Release.

Because ILLUMINOSITI, INC is not involved in the actual transmission of service(s) or item(s) between buyers and sellers, in the event that you have a dispute with one or more buyers, you release ILLUMINOSITI, INC (and its officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 3.4. Information Control.

ILLUMINOSITI, INC does not control the information provided by other bidders which is made available through our system. You may find other bidder’s information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks of dealing with international trade and foreign nationals.

4. Bidding and Sale

If you are the winning bidder at the end of an auction (meeting any applicable minimum bid or reserve requirements) and your bid is accepted by the buyer (student in the case of our Place Your Bid™ service), you are obligated to complete the transaction, unless the transaction is prohibited by law or by these Terms and Conditions. By bidding on a student’s offer, you agree to be bound by the conditions of sale included in the service(s) or item(s) description so long as those conditions of sale are not in violation of these Terms and Conditions or unlawful. Bids are not retractable except in exceptional circumstances such as when the student commits a clear typographical error, or you cannot authenticate the student’s identity. Bidders may not bid in a way that pulls other bidders to their maximum bid, retract the high bid, and then re-bid at a small increment above the legitimate high bidder (“bid siphoning”).

5. Listing and Selling

5.1. Service(s) or Item(s) Description.

You must be legally able to sell the service(s) or item(s) you bid or counter-on through the Site. You must describe your service(s) or item(s) on the listing page located in your Vendor Account of the Site. Your service(s) or item(s) may include text descriptions, logos and other content relevant to the sale of that service(s) or item(s). All service(s) or item(s) must be listed in an appropriate Interest, Category, and Course.

5.2. Binding Bids.

If you receive an acceptance from a student at your stated bid price, you are obligated to complete the transaction with the student upon the auction’s completion, unless there is an exceptional circumstance, such as: (a) ILLUMINOSITI, INC fails to meet the terms of your bid (such as payment method), or (b) you cannot authenticate the buyer’s identity (student in the case of our Place Your Bid™ auction).

5.3. Fraud.

Without limiting any other remedies, ILLUMINOSITI, INC may suspend or terminate your account if it suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

5.4. Manipulation.

Neither you, bidders nor sellers may manipulate the price of any service(s) or item(s), nor may you interfere with other bidder’s listings or auctions of their service(s) or item(s). Such prohibited manipulation includes, without limitation, sending emails to bidders in a currently open auction being run by a different buyer, bid siphoning, or use of any alias or a third party to place bids on an item listed for sale by you on the Site.

6. Your Information

6.1. Definition.

“Your Information” is defined as any information you provide to ILLUMINOSITI, INC or other users in the registration, bidding or listing process, in any public message area, or through any email feature. You are solely responsible for Your Information, and ILLUMINOSITI, INC acts as a passive conduit for your online distribution and publication of Your Information. ILLUMINOSITI, INC, however, may take any action with respect to Your Information as it deems necessary or appropriate if ILLUMINOSITI, INC believes that any part of Your Information may create liability for ILLUMINOSITI, INC or may cause ILLUMINOSITI, INC to lose (in whole or in part) the service(s) or item(s) of any of its suppliers/vendors.

6.2. Restrictions.

Your Information (or any items listed): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for ILLUMINOSITI, INC or cause ILLUMINOSITI, INC to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under these Terms and Conditions; (bb) are identical to other service(s) or item(s) you have up for auction but are priced lower than your service(s) or item(s) reserve or minimum bid amount; (cc) are concurrently listed for sale on a web site other than the Site; or (dd) you do not have a right to link to or include. Furthermore, you may not list any service(s) or item(s) on our Site (or consummate any transaction that was initiated using our Services) that, by paying to ILLUMINOSITI, INC the listing fee or the transaction fee could cause ILLUMINOSITI, INC to violate any applicable law, statute, ordinance or regulation, or that violates any applicable United States laws or the laws of the country, state or territory in which either you or your trading partner reside or to which the service(s) or item(s) being sold is to be delivered or shipped.

6.3. License.

Subject to the provisions of the ILLUMINOSITI, INC Privacy Policy (posted at the Site at https://BooqSmart.com/privacypolicy.aspx) for the Site, you hereby grant and agree to grant to ILLUMINOSITI, INC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use, publish, copy and distribute Your Information for any purpose related to the Site, the listing of service(s) or item(s) on the Site, the sale or purchase of service(s) or item(s) listed on the Site and the marketing and/or promotion of the Site or other products or services of ILLUMINOSITI, INC.

7. Breach

Without limiting other remedies, ILLUMINOSITI, INC may immediately without notice issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach these Terms and Conditions or the documents it incorporates by reference; (b) if ILLUMINOSITI, INC is unable to verify or authenticate any information you provide to ILLUMINOSITI, INC; or (c) if ILLUMINOSITI, INC believes that your actions may cause legal liability for you, our users, ILLUMINOSITI, INC, or Site BooqSmart.com. ILLUMINOSITI, INC shall not be obligated to escalate its remedies under this provision and may immediately and without notice terminate your use of the Site.

8. Access and Interference

The Site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without the prior expressed written permission of ILLUMINOSITI, INC You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Site or any auction being conducted on the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our Site is updated on a real-time basis and is proprietary or is licensed to ILLUMINOSITI, INC by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our Site without the prior expressed written permission of ILLUMINOSITI, INC or the appropriate third party.

9. Downloaded Content

If any downloaded content (the “Downloaded Content”) is provided to you by the Site (i.e., Java applets, Active-X controls, etc.), you may use such Downloaded Content only as part of your use of the Site in compliance with these Terms and Conditions. You may not copy, reproduce, publish, distribute, display, or otherwise transfer, or modify, adapt, perform, license, sell, or create derivative works from, or decompile, disassemble, or otherwise reverse engineer, any Downloaded Content without the prior express written consent of ILLUMINOSITI, INC.

10. User Submissions

ILLUMINOSITI, INC enjoys hearing from users of the Site and welcomes any feedback and/or input that users may have. Nevertheless, in order to avoid any disputes, ILLUMINOSITI, INC asks that users not send any comments unless the User agrees that ILLUMINOSITI, INC will be licensed to use the comments in any way or manner that it chooses. Specifically, with respect to any design, idea, concept, suggestion, or other information users communicate to ILLUMINOSITI, INC, whether electronically to the Site or otherwise (collectively the “Submissions”), Users automatically, and without further action or consideration, hereby grant, and agree to grant, to ILLUMINOSITI, INC a royalty-free, perpetual, irrevocable, non-exclusive license to, for any and all purposes, use, reproduce, publish, display, distribute, transfer, modify, license, sell, and create derivative works from such Submissions (or any part of such Submissions), in whole or in part and in any form, medium, or technology existing now or in the future.

11. Copyright And Trademark Notices

ILLUMINOSITI, INC and/or the licensors of ILLUMINOSITI, INC own the copyrights to all aspects of the Site. “BooqSmart.com™”, “BookSmart.com™”, “BooqSmart™”, “Booq Smart™”, “BookSmart™”, “Book Smart™”, “BooqSmart.com booking platform™”, “Place Your Bid™ booking platform”, “Pay Less. Learn More.™”, “Bid2learn™”, “BooqSmart.com™”, “CourseGrabber.com™”, “CourseGrabber™”, “Course Grabber™”, and all other names and designations used by ILLUMINOSITI, INC on or for any of its products or services referenced on the Site (collectively all the ”BooqSmart.com Marks”) are service marks or trademarks (or registered service marks or trademarks) of ILLUMINOSITI, INC. Other company names and other product or service names or designations referenced on the Site may be the service marks or trademarks (or registered service marks or trademarks) of their respective owners. All rights in the Site, the Technology, the Downloaded Technology and the BooqSmart.com Marks are reserved by ILLUMINOSITI, INC. You may not use the BooqSmart.com Marks for any purpose whatsoever without the prior express written consent of ILLUMINOSITI, INC.

12. No Warranty

ILLUMINOSITI, INC PROVIDES THE SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ILLUMINOSITI, INC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

13. Disclaimer Of Liability

IN NO EVENT WILL ILLUMINOSITI, INC BE LIABLE UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INJURY, LOSS, OR DAMAGE OF ANY KIND ARISING IN CONNECTION WITH YOUR USE OF OUR SERVICES AND THE SITE, EVEN IF ILLUMINOSITI, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, LOSS, OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT ILLUMINOSITI, INC, ITS DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO: (1) THE DENIAL OR INTERRUPTION OF ACCESS TO THE SITE, (2) ANY INACCURACIES IN ANY OF THE INFORMATION DISPLAYED ON OR PROVIDED THROUGH OR WITH THE SITE, (3) THE PURCHASE OR USE OF ANY PRODUCT OR SERVICE LISTED ON THE SITE, INCLUDING ANY DEFECT IN ANY SUCH PRODUCT OR SERVICE, OR (4) YOUR USE OF OR INABILITY TO USE THE SITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

14. Controversy

14.1. Choice of Law.

The laws of the State of Florida, United States of America, without regard to its choice-of-law rules, will govern the instruction, interpretation, and enforcement of these Terms and Conditions.

14.2. Arbitration.

Any legal controversy or legal claim arising out of or relating to these Terms and Conditions or our Services, excluding legal action taken by ILLUMINOSITI, INC to collect our fees and/or recover damages for, or obtain an injunction relating to, the Site operations, intellectual property, and our Services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Lee County, State of Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or ILLUMINOSITI, INC may seek any interim or preliminary relief from a court of competent jurisdiction in Lee County, State of Florida, necessary to protect the rights or property of you or ILLUMINOSITI, INC pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs.

15. Fees, Services, and Duration

15.1 Fees.

Currently, ILLUMINOSITI, INC does not charge a User for registration on the Site under a Bronze Subscription or for bidding on service(s) or item(s) “offered” on, by students on the Site under its’ Place Your Bid™ booking platform. However, ILLUMINOSITI, INC does charge a pre-set transaction fee based on a percentage of the face value of your bid ("FEE"), for your service(s) or item(s) successfully sold on the Site. The current “Fees and Refund Policies” for transacting service(s) or item(s) on the Site are available here: (a) Fee. For all ILLUMINOSITI, INC’s Place Your Bid™ booking platform sales, a transaction "FEE" will be deducted from your bid price. The remaining funds will be promptly delivered to the Course Provider on Net 15 Terms. (b) Refund. The only time a refund will be allowed to the student is if a service(s) or item(s) is listed or provided to us at an incorrect price, incorrect counter offer pricing, incorrect class date availability, or with incorrect information due to typographical error or other error in pricing or service information received from you the supplier/vendor. We shall retain and have the right to refuse or cancel any such orders whether or not the order has been confirmed and/or the students’ credit card has been charged. If the order is canceled because of incorrect supplier/vendor information from you, we will promptly issue a credit to the students’ credit card account in the amount of the charge, and will stop payment to you, the supplier/vendor. Or if payment has already been sent to you, we will promptly request and demand a full refund from you on behalf of the student. ILLUMINOSITI, INC will forego any and all fees associated with the transaction, up to the stated "FEE", in the form of a credit back to the students’ credit card charged. (c) Payment. User will be paid under Net 15 Terms from the date of students’ purchase of your service(s) or item(s). Payment will be in the form of a mailed check using the United States Postal Service. However, at your request and Owner’s discretion, Owner may provide payment via a credit card, or a check sent using an overnight delivery service. Fees associated with the overnight delivery service will be deducted from the payment to User. ILLUMINOSITI, INC will deliver payment for service(s) or item(s) sold on the Site on Net 15 Terms. ILLUMINOSITI, INC will attempt to deliver payment by the date of the purchased class if the date of the class is sooner than the payment date dictated by Net 15 Terms. However, this does not constitute a guarantee that such payment will be delivered by the class date, only that ILLUMINOSITI, INC will deliver payment on Net 15 Terms, or sooner if possible. *We understand that this sales tool (Place Your Bid™) is highly effective in recapturing lost dollars from empty seats in classes, especially classes near commencement; and that a leading motivation for participation on this booking platform may be to raise revenue for immediate cash flow purposes. All fees are quoted in United States Dollars and the Fees and Refund Policies are incorporated into these Terms and Conditions by this reference. When you list service(s) or item(s) you have an opportunity to review and accept the fees that you will be charged for the use of our Services.

15.2 Services.

ILLUMINOSITI, INC may in its sole discretion change some or all of our Services at any time. In the event ILLUMINOSITI, INC introduces a new service, the fees for that service are effective at the launch of the service. You are not responsible for paying applicable sales taxes related to or arising from the sale of service(s) or item(s) listed on the Site. ILLUMINOSITI, INC will charge the student, at the time of their acceptance of your bid, a sales tax of 6% (Florida Sales Tax). Your use of the Site and Services evidence your acceptance of the fees.

15.3 Duration.

Owner, may terminate the Agreement and your use of the Site immediately and without notice, at its’ sole discretion.

16. Nondisclosure of Confidential Information

The Party receiving Confidential Information agrees that it will not disclose the Confidential Information to any person for any purpose whatsoever, or permit any person to use, examine and/or make copies of any documents, files, data, to include but not limited to: intellectual properties such as business model, website, website concept, patents, trademarks, business material, marketing strategy, and/or the Business relationships hereto or similar public information as it relates to the parties below or any other information sources which contain or are derived from Confidential Information. The receiving Party may disclose the Confidential Information to its directors, officers, or legal or financial advisors (collectively, the “Representatives”) if (i) such Representatives need to know such information, (ii) each such Representative receiving Confidential Information is informed of the confidential nature of the information and is directed to treat the Confidential Information in accordance with the terms of this Agreement, and (iii) the Interested party is responsible for any improper use or disclosure of the Confidential Information by a Representative. Each Party further agrees that this non-disclosure obligation shall survive the termination of the Parties’ negotiations or relationship with ILLUMINOSITI, Inc.

17. Non-Circumvent

The undersigned and all parties hereto agree, warrant, and covenant, therefore, not to in any way whatsoever circumvent the participating parties of this transaction in any present or future transaction. Each Party further agrees that this non-circumvention obligation shall survive the termination of the Parties’ negotiations or relationship with ILLUMINOSITI and shall continue for a period of three (3) years thereafter.

18. Non-Compete

The undersigned and all parties hereto agree, warrant, and covenant, therefore, not to in any way whatsoever engage in direct competition with the participating parties of this transaction in any present or future endeavor. Each Party further agrees that this non-compete obligation shall survive the termination of the Parties’ negotiations or relationship for a period of two (2) years thereafter.

19. Indemnity

You agree to indemnify and hold ILLUMINOSITI, INC and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

20. Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Services and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of service(s) or item(s).

21. No Agency

You and ILLUMINOSITI, INC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

22. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail only, to:

ILLUMINOSITI, INC Attn: Vendor Fulfillment Dept. 3613 Del Prado Blvd. Cape Coral, Florida 33904

or, in reverse, to User at the email address you provide to ILLUMINOSITI, INC during the registration process on the Site (BooqSmart.com). Notice shall be deemed given 24 hours after email is sent, unless ILLUMINOSITI, INC is notified that the email address is invalid. Alternatively, ILLUMINOSITI, INC, may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to ILLUMINOSITI, INC during the registration process at the Site (BooqSmart.com). In such case, notice shall be deemed given 3 days after the date of mailing.

23. General

ILLUMINOSITI, INC does not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. You agree that these Terms and Conditions and all incorporated agreements may be automatically assigned by ILLUMINOSITI, INC, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. ILLUMINOSITI, INC ‘s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

24. Entire Agreement

Unless otherwise specified herein, these Terms and Conditions constitute the entire Agreement between ILLUMINOSITI, INC and User with respect to this Service and to the subject matter hereof. Sections 3.3 (Release), 6.3 (License), 8 (Access and Interference), 12 (No Warranty), 13 (Disclaimer of Liability) and 14.2 (Arbitration) shall survive any termination or expiration of these Terms and Conditions. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between User and ILLUMINOSITI, INC. Any prior understanding or representation of any kind shall not be binding upon either party except to the extent incorporated in this Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with the Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

25. Effect of Partial Invalidity

The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. In the event that any other provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force as if they had been executed by both parties subsequent to the invalid provision being expunged.

THIS CONSTITUES THE ENTIRE COURSE PROVIDER PYB! USER AGREEMENT.