STANDARD TERMS AND CONDITIONS OF SALE

 

BNSBC Media Ventures LLC (DBA Atlantic Academy)

 

1. CONTRACT ACCEPTANCE Acceptance by the Purchaser (sometimes referred to as “you” or “your”) or an agent of Purchaser of any Curriculum License, Pilot License, or Merchandise described on your Invoice, purchased from BNSBC Media Ventures LLC or any of its affiliates (operating under the DBA Atlantic Academy, collectively "the Company"), shall constitute your agreement to these terms and conditions as a binding contract. This contract constitutes the only agreement between the parties relating to the purchase, except for specific terms and conditions published by the Company and any agreements, amendments, or waivers agreed to in writing and signed by both parties. Any contrary or inconsistent terms appearing on your school district purchase orders, acknowledgments, or other documents are rejected by, and shall not be binding on, the Company.

 

2. MERCHANDISE AND DIGITAL GOODS “Merchandise” includes all or any portion of the goods described in any of your purchase orders to the Company. For the purposes of Atlantic Academy, this explicitly includes the licensing rights to access our Teacher Portal, the proprietary digital PDF curriculum worktexts, lesson plans, answer keys, and any physical materials normally included with such purchases.

 

3. BILLING AND PAYMENT You must pay all amounts you owe to the Company with respect to the Merchandise as stated on your Invoice on or before the dates such amounts are due. Payments may be made via authorized school district Purchase Order (PO), Community Reinvestment Act (CRA) Bank Sponsorship disbursement, or authorized institutional credit card (P-Card). You may not deduct any chargebacks, set-offs, or deductions.

 

4. DIGITAL DELIVERY AND RISK OF LOSS Unless otherwise indicated in writing, delivery of digital curriculum assets is deemed complete, and risk of loss passes to you, the moment access credentials to the Teacher Portal are generated and emailed to the Purchaser, or the moment the digital files are made available for download.

 

5. CUSTOMER RETURNS & REFUND POLICY Because Atlantic Academy’s core merchandise consists of proprietary, easily duplicable digital PDF files and Intellectual Property, all sales of digital curriculum site licenses and pilot licenses are final and non-refundable once the Teacher Portal has been accessed or the files have been downloaded by the Purchaser or its agents. Exceptions will only be made in the event that the delivered files are verifiably defective or violate administrative law, in which case they may be rejected and access revoked immediately upon receipt.

 

6. CHANGES AND CANCELLATION Your orders for Merchandise are subject to our acceptance and availability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL OR CONSEQUENTIAL LOSSES ARISING OUT OF THE COMPANY'S FAILURE OR ALLEGED FAILURE TO FILL PURCHASER’S ORDERS IN WHOLE OR IN PART.

 

7. PROFESSIONAL SERVICES & COACHING If your purchase includes any paid Professional Development (PD), onboarding services, or executive coaching, all paid services must be utilized within twelve (12) months of the order date. Any unused services expire at the end of such twelve (12) month period. Any cancellation of scheduled live or virtual training made with less than 72 hours' notice will result in a cancellation fee equal to the full price of the scheduled event.

 

8. COMPLIANCE WITH LAWS AND REGULATIONS The Company and Purchaser each shall comply with all local, state, and federal laws and regulations applicable to the sale and purchase of the Merchandise, including but not limited to state-mandated educational standards and data privacy laws.

 

9. EQUAL OPPORTUNITY CLAUSE Pursuant to Presidential Executive Order 11246, as amended by Presidential Executive Order 11375, the Vietnam Era Veterans’ Readjustment Act of 1974 and the Rehabilitation Act of 1973 as amended, the Company does not and Purchaser shall not engage in any discriminatory practices based on race, color, religion, sex, national origin, age, physical or mental disability or veteran status. To the degree they are applicable, the following provisions are incorporated herein by reference and are binding upon the Company and Purchaser as if set forth fully at length herein: 41 CFR 60-1.4; 41 CFR 60-250.4 and 41 CFR 60-741.4.

 

10. COLLECTION FEES AND ACCELERATION Purchaser shall be responsible for all attorneys’ fees incurred by the Company in collecting its receivables hereunder and for interest on all amounts past due at the rate of 10% per annum, but not to exceed the maximum rate allowable under law. The Company retains the option to accelerate the Purchaser’s entire indebtedness to the Company, under this and other invoices, if Purchaser is late in making payment.

 

11. CLAIMS All claims relating to the Invoice and/or Merchandise must be made in writing within 45 days of the date of the Invoice. Any request for proof of delivery (including digital access logs) must be made within 30 days of the date of the Invoice.

 

12. DISCLAIMER OF WARRANTIES & INDEMNITIES THE MERCHANDISE IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY SHALL HAVE NEITHER LIABILITY NOR RESPONSIBILITY TO ANY PERSON OR ENTITY WITH RESPECT TO ANY LOSS OR DAMAGE ARISING FROM THE MERCHANDISE.

 

13. SEVERABILITY In the event that any provision of this contract or the application of any such provision to either the Company or Purchaser shall be held to be unenforceable, the remaining provisions shall remain in full force and effect as though such unenforceable provision had not existed.

 

14. JURISDICTION; VENUE; CHOICE OF LAW THE STATE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS SITTING IN PLYMOUTH COUNTY AND, IF THE JURISDICTIONAL PREREQUISITES EXIST AT THE TIME, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, SHALL HAVE THE SOLE AND EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY DISPUTE OR CONTROVERSY ARISING UNDER OR CONCERNING THIS CONTRACT. THIS CONTRACT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE TO AGREEMENTS MADE AND FULLY PERFORMED THEREIN WITHOUT REGARD TO MASSACHUSETTS’ POLICIES ON CHOICE OF LAW.