LearnPass Agreement

This LearnPass Agreement entered into by and between LearnQuest Incorporated, a Pennsylvania Corporation, located at 1900 Market St, Suite 800, Philadelphia, PA, 19103 (“Educator”) and located at (“Customer”).

Customer will provide prepaid funds to Educator, in the amount of $, that will remain on account for a period of twelve (12) months (“period”) or until exhausted, whichever happens first, for use as prepaid funds to pay for services to be delivered by Educator as per the LearnPass Program Terms and Conditions.

This agreement takes effect upon issuance of the Certificate of Funds Receipt.

Definitions

LearnPass. “LearnPass” is defined as prepayment on account by the Customer for a specified amount of time “Period”.

“Period” is defined as the timeframe during which the LearnPass is available. This time frame will be for a maximum of 12 months, unless the funds are exhausted earlier..

Issuance

Payment for LearnPass must be made within 30 days of the LearnPass order. Educator will issue a Certificate of Funds upon verification that payment has been received. LearnPass funds will not be available for use until payment is received.

The LearnPass funds will be maintained as a separate customer account balance and can be used for a period of twelve (12) months from the date of issuance. After the twelve (12) month period has elapsed, the LearnPass funds will expire, and the customer will forfeit the unused balance. LearnPass is non-refundable and has no cash surrender value.

Usage

LearnPass functions as prepaid funds that are applied to invoices for the services Educator offers and delivers. LearnPass funds cannot be used to pay for purchases that have already been billed or applied to services prior to the issuance of the LearnPass certificate. A LearnPass discount will be applied at point of sale of service ordered. Please Refer to the LearnPass Discount Schedule chart for appropriate discounts. Discount levels and discount percentages are subject to change.

1. Each Customer must identify an Administrator of their LearnPass funds. Monthly statements will be distributed to the Administrator to track the services provided in the prior time period and the available balances.
2. The Customer must request that the services to be delivered be covered by LearnPass funds by indicating LearnPass as the desired payment method.
3. All services paid for through LearnPass will receive a discount at the time of sale. The discount cannot be combined with any other LearnQuest discount or promotion.
4. If the Balance of Funds is not sufficient to cover the cost of the service, Educator will invoice the Customer for the balance owed at non-discounted rate. Any balance owed shall be paid within 30 days of receipt of the invoice.
5. Educator shall issue an invoice for the services through the Educator subsidiary where the services will take place, while withdrawing the funds from the LearnPass program minus any transaction fees if applicable as noted in section 4. If the LearnPass is utilized within the Educator subsidiary where the LearnPass was purchased, there will be no transaction fee.

International Transactions

The LearnPass is available to be transferred and used within Educator’s international affiliates and subsidiaries for LearnPass amounts over $50,000 (USD).

Currency Charge – Currency conversions reflect a conversion fee and it is done based on a conversion table compiled quarterly

Cancellation

Purchases paid using LearnPass funds are subject to the terms and conditions of the applicable LearnQuest cancellation policy in the following preference order, a Master Service Agreement (MSA), Statement of Work (SOW) or the terms and conditions on the LearnQuest website as references in section 7 of this agreement if there is no applicable MSA or SOW

If LearnQuest cancels a service paid by the LearnPass, the funds, including any transaction fees, will be returned to your account or may transfer to a rescheduled service.

End of Term

LearnPass funds are valid for 12 months only. Customer must use available funds before they expire for eligible services within the specified time frame. Once LearnPass funds expire, they are no longer valid.

Miscellaneous

All other LearnQuest Terms and Conditions listed on terms-conditions.aspx shall apply.

Jurisdiction

This Agreement shall be governed by the substantive laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of interest laws or principles. The parties hereby disclaim reliance upon any other substantive law including, without limitation, United Nations Convention on Contracts for the International Sale of Goods ("CISG").

Any dispute arising under or in any way related to this Agreement, including (without limitation) questions concerning the validity or enforceability hereof, shall be submitted for binding arbitration under the American Arbitration Association, except to the extent such rules are inconsistent with the provisions of this Agreement.