WORKPLACE SPANISH, INC. ("WORKPLACE SPANISH") IS WILLING TO GRANT YOU PURCHASE RIGHTS TO ITS MATERIALS ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.  PLEASE READ THE TERMS CAREFULLY.  BY CLICKING ON "YES, ACCEPT", YOU WILL INDICATE YOUR AGREEMENT WITH THEM.  IF YOU DO NOT AGREE WITH THESE TERMS, THEN WORKPLACE SPANISH IS UNWILLING TO GRANT YOU PURCHASE RIGHTS TO ITS MATERIALS.

TERMS AND CONDITIONS OF SALE

Effective Date: May 1, 2005

 This agreement was changed and updated on February 19, 2007.

 1.         Parties.  The parties to this Agreement are you, and the owner and operator of this web site: Workplace Spanish, Inc. ("Workplace Spanish").  If you are not acting on behalf of yourself as an individual, then "you" means your company or organization.  All references to "us", "this web site" or "this site" shall be construed to mean Workplace Spanish.  

 2.         Modification of Agreement.  We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is always accessible by clicking on the "Legal" link on this site's home page.  Your continued use of this site indicates your acceptance of the amended Agreement.  You should check this Agreement through this link periodically for modifications by clicking on the link provided near the top of the Agreement for a listing of material changes and their effective dates.

 3.         Account Eligibility.  Accounts and orders for goods are not available to minors under the age of 18 years of age. You may not have more than one active account.  Additionally, you are prohibited from selling, trading, or otherwise transferring your Workplace Spanish account to another party.

 4.         Use of Site.  Your use of this site and your account is subject to this Agreement, the [Terms of Use], and Privacy Policy  Please review these agreements.  Workplace Spanish may refuse service without prior notice to any user for any or no reason.

 5.         Your Account.  You are responsible for maintaining the confidentiality of your login, password, and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify Workplace Spanish of any unauthorized use of your password or account or any other breach of security. Workplace Spanish cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

 6.         Termination.  You agree that Workplace Spanish may, with or without cause, immediately terminate your Workplace Spanish account and access to the account services without prior notice.  Without limiting the foregoing, the following will lead to a termination by Workplace Spanish of your account: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity.  Termination of your account includes (a) removal of access to all offerings available to account holders, (b) deletion of your password and all related information, files and content associated with or inside your account, and (c) barring further use of the account.  Further, you agree that all terminations shall be made in Workplace Spanish’s sole discretion and that Workplace Spanish shall not be liable to you or any third-party for any termination of your account or access to account services.

 7.         Purchase of Goods.  Workplace Spanish agrees to sell, and you agree to purchase, goods from this site, subject to the terms and conditions hereof.  Orders are not binding upon Workplace Spanish until accepted by Workplace Spanish.  Other than as specifically provided in any separate formal purchase agreement executed by You and Workplace Spanish, these terms and conditions may NOT be altered, supplemented, or amended by the use of any purchase orders or other document(s).  Any attempt to alter, supplement or amend this document or to enter an order for goods which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and Workplace Spanish.

 8.         Shipment Limitation.  Workplace Spanish will accept orders for shipment to your location in the 50 United States or the District of Columbia under this site's published terms.  Shipments will be made outside the United States or to a P.O. Box address, subject to special arrangements with this site, which may include additional charges.

 9.         Custom Duties and/or VAT Taxes.  If you live in a jurisdiction that requires custom duties and or VAT taxes to be collected agree, that unless custom duties and taxes are collected by this site at the point of sale, you remain responsible for the payment of custom duties and VAT taxes at the time of delivery.  If Workplace Spanish is charged with custom duties or VAT taxes, you authorize Workplace Spanish to charge you for (i) such duties and/or VAT taxes, or (ii) for the return of goods if they are refused at the point of destination.

 10.        Resales Permitted.  You may resell goods purchased from this site.  You agree to defend and indemnify this site from and against any claim, expense, damage, Including without limitation reasonable attorney’s fees, arising out of  your resale of goods purchased from this site.

 11.        Price Quotes; Pricing.  Any price quotations provided on this site shall be valid for the period stated.  If no time period is stated, then the price charged for an order will be the price in effect the day Workplace Spanish accepts the order.  Item prices shall be identified on the on-line order form at the time of your order placement.  Workplace Spanish may change item prices at any time without notice.  Prices do not include charges for shipping and handling, and applicable taxes.

 12.        Shipping And Handling Charges; Taxes.  Separate charges for shipping and handling will be shown on our e-mail order confirmation.  Unless you provide us with a valid and correct tax exemption certificate applicable to the product ship-to location prior to our acceptance of the order, You will be responsible for sales and all other taxes associated with Your order, except for taxes on our net income.  If applicable, a separate charge for taxes will be shown on our e-mail order confirmation.

 13.        Payment Terms. Terms of payment are within Workplace Spanish's sole discretion, and unless otherwise agreed to by Workplace Spanish in a signed written document, payment must be made in a manner approved by this site and received by Workplace Spanish prior to Workplace Spanish's acceptance of an order.

 14.        Ownership; Risk of Loss.  Title to goods purchased at this site under this Agreement passes from Workplace Spanish to you on shipment from Workplace Spanish's facility.  Loss or damage that occurs during shipping by a carrier selected by Workplace Spanish shall be Workplace Spanish's responsibility.  Loss or damage that occurs during shipping by a carrier selected by you is your responsibility.

 15.        Return/Refund Policy.  Goods purchased from this site for individual orders only may be returned in accordance with our return/refund policy in effect on the date of your receipt of your order.  You may review our return/refund policy at [Return/Refund Policy].

 16.        Limited Warranty For Workplace Spanish-Branded Items.  Workplace Spanish provides a limited warranty only for Workplace Spanish-branded items purchased at this site.  Workplace Spanish makes no warranty for non-Workplace Spanish-branded items purchased at this site; warranties for these items, if any, will be from the suppliers of these items and will be included with the item’s packaging.  You may review our limited warranty for Workplace Spanish-branded items at [Warranty Policy] prior to making your decision to order items from this site.  Such limited warranty statement, shall constitute Workplace Spanish's sole warranty for Workplace Spanish-branded items purchased on this site.  Consult the applicable limited warranty statement for eligibility and claim procedures.  Workplace Spanish reserves the right to modify the terms of its limited warranty statements at any time, in its sole discretion, and such modifications shall be applicable to future sales of such items from and after the effective date of the modified limited warranty statement.

 17.        Accuracy of Information and Disclaimer of Warranty.  Workplace Spanish has made every effort to present the content on this site accurately, but additions, deletions and changes may occur.  Except as provided above only for Workplace Spanish-branded products and as may be provided in any separate written agreement signed by the parties, goods, services, and/or content on this site is provided “as is”, and neither Workplace Spanish nor its representatives make any representation or warranty with respect to such products, services, and/or content.  EXCEPT AS MAY BE PROVIDED ABOVE ONLY WORKPLACE SPANISH-BRANDED PRODUCTS AND AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES, WORKPLACE SPANISH AND ITS REPRESENTATIVES SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.  If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.  Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you.

 18.        Limitation of Liability.  Under no circumstances will Workplace Spanish or its affiliates have any liability with respect to any claims or damages (whether indirect, special, incidental, consequential or punitive) as a result of your access or use of (or inability to access or use) this site or its content, even if they have been advised of the possibility of such damages. Direct damages are limited to the purchase price of the goods ordered and fully paid from this site.

 19.        Intended For Use Only In The United States.  This site is controlled and operated by Workplace Spanish from its offices within the United States. Workplace Spanish does not represent that this site is appropriate or available for use elsewhere; access to this site from locations where its contents are illegal is not authorized. If you access this site from outside the United States, you do so on your own initiative and at your own risk.

 20.        Registration Data.  Registration is required for you to purchase goods from this site.  You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate.  You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data.  You authorize us to verify your Registration Data at any time.  If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account.  Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

 21.        Monitoring.  We reserve the right to monitor your access and use of this web site without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible by clicking on Privacy Policy on this site’s home page.

 22.        Account Questions/Notifications.  Workplace Spanish maintains specific contact information including an e-mail address for questions and comments regarding your account with this site.  All correspondence and email should be addressed as follows:

 Notification of Questions/Comments Regarding Your Account

Workplace Spanish, Inc.

225 Willow Brook Drive

Suite 3

Roswell, GA, 30076

Contact: info@workplacespanish.com

Telephone: (770) 993-4075

Facsimile: (866) 772-0228

 23.        Arbitration.  Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect.  There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules.  The arbitration shall take place in Atlanta, Georgia, and may be conducted by telephone or online.  The arbitrator shall apply the laws of the State of Georgia, USA to all issues in dispute.  The 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 findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.  Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

 24.        Jurisdiction And Venue.  The courts of Fulton County in the State of Georgia, USA and the nearest U.S. District Court in the State of Georgia shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

25.        Severability.   If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable.  In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

 26.        Force Majeure.  Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.  Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.

 27.        Miscellaneous.  This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements.  This Agreement may be modified only by a written agreement signed by the parties.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  This Agreement shall be construed under the laws of the State of Georgia, USA, excluding rules regarding conflicts of law.  The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This license is written in English, and English is its controlling language.