Terms of Service



This website is operated by Virtual Learning, LLC. Throughout the site, the terms “we”, “us” and “our” refer to Virtual Learning, LLC. Virtual Learning, LLC offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.


By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.


We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.


We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.


Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.


Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible our products that appear at the store.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.


We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.


We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.


Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.


If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.


Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.


Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.


In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.


We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Virtual Learning, LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.


You agree to indemnify, defend and hold harmless Virtual Learning, LLC and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns 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 these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.


In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.


The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).


The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.


These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 4081 Hadley Rd, South Plainfield, NJ, 07080, United States.


You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.


Questions about the Terms of Service should be sent to us at hr@eshcs.com.


This Agreement made this………………. day of………………………………….., 2021. 


VIRTUAL LEARNING, a Delaware State Limited Company (hereinafter referred to as “VL”) which expression shall where the context admits include its successors and assigns) of one part. 


………………………………………..the customer as identified in the Appendix A of this Agreement  (hereinafter referred to as “the Subscriber’’)   which expression shall where the context admits include its affiliates, successors and assigns). 

Each ‘party’ shall together be referred to as the ‘parties’. 

  1. Definitions. 

Capitalized terms used in this Agreement shall have the meanings set forth below or as defined elsewhere in this agreement. 

  1. “Online Campus” means the web-based platform that is used to deliver the online learning courses provided to Subscriber through this Agreement. The Online Campus specified in this Agreement shall mean the platform provided through a technology partnership with Convergence Training, who shall provide Subscribers with the services specified in the Service Level Agreement, (Appendix E), which can be provided upon request. 
  1. “Users” means any individual, employee, manager or agent of the Subscriber who is provided access to training by use of Virtual Learning Online Campus. 
  1. “Active Users” means any individual, employee, manager or agent of the Subscriber whose access to the Online Campus through means of active username and password.  
  1. “Inactive User” means any individual, employee, manager or agent of the Subscriber who status is set to “inactive” in the Subscriber’s Online Campus. Subscriber’s may change a User’s status from active to inactive on the condition that the User has left the Subscriber’s employ or is no longer eligible for access to the Online Campus. Subscriber may not change a User’s status from Active to Inactive solely for the purposes of avoiding payment for the User. Subscribers who change a User’s status for reasons other than specified herein are subject to payment for Users in accordance with this Agreement. 
  1. “Express Administrators” means those Subscribers who have access to the basic level of features contained in Online Campus, including the Administrative tools that provides: (i) the ability to view reports; (ii) credit training events; (iii) the ability to delete records, user, and data; (iv) the ability to import electronic documents with size limitations; (v) the ability to create new Users and manage organization structure; (vi) the ability to set Users to Active User or Inactive User status; (vii) the ability to assign training; and (viii) the ability to view and launch training; (ix) the ability to build and credit task lists; (x) the ability to manage completion records; (xi) the ability to upload videos and courses with size limitations.  
  1. “Enterprise Administrators” means Subscribers with an advance level of Online Campus features including administrative tools that provide all of the features of the Express Administrator plus the follow: (i) the ability to use the bulk credit wizard; (ii) the ability to build and credit quizzes; (iii) the ability to add mobile licenses.  
  1. “Confidential Information” means any data, and any other information (however derived or captured), any trade secret and any information or matter that: (a) is or may be used to gain a competitive advantage over Virtual Learning or any of its affiliates; (b) that derives or may derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons whom can obtain economic value from kits disclosure or use; or, (c) is not generally known by the public or is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, whether or not in written or tangible form, and regardless of the media (if any) on which it is stored, relating to the Virtual Learning’s business methods, the intellectual property of Virtual Learning including its name (or any commercial derivative thereof), logo, trademarks, trade names. Copyrighted and similar information), formats, specifications, policies, procedures, information, standards, business management, operating systems and techniques, record keeping and reporting methods, accounting systems, management techniques, personnel recruitment, screening and training techniques, sales and promotion techniques, suggested pricing and cost information, and any other information or material identified as “Confidential”. 
  1.  “Commencement date” means the date the Agreement is made.  


  1. Services 

Subject to Subscriber’s compliance with the terms and conditions of the Subscription Agreement and completed Subscription Package Form (Appendix B), Contact Form (Appendix A), Credit Card Authorization Form (Appendix C),  Additional Fees ( Appendix D), and Service Level Agreement (Appendix E) incorporated herein by this reference (collectively the “Agreement”), Virtual Learning shall provide the information and services subscribed to as indicated on the Subscription Package Form (collectively the “Content and Services” or singularly “Content” or “Services”) in accordance with this Agreement. In doing so, Virtual Learning grants the Subscriber a non-exclusive, non-transferable, non-sub licensable license to use the Content pursuant to the terms of this Agreement.  

  1. The Content and Services are based upon a contract for access to training content specified in the Subscription Package Form. During the contract period, each Active User covered under this Agreement will have unlimited access to all Content and Services as specified in the Subscription Package Form. 
  1. Subscriber shall be solely responsible for adding and removing its authorized Users as necessary and in compliance with this Agreement. 
  1. Subscriber shall be solely responsible, at its own expense, for acquiring, installing and maintaining all equipment, hardware and software as may be necessary for Subscriber and its authorized Users to connect to, access and use the Content and Services. 


  1. Date Retention. 

Subscriber agrees that Virtual Learning’s obligation to maintain any Active or Inactive User Information obtained during performance of the Services shall not extend beyond the latter of any termination or expiration of this Agreement. During the Term and prior to any such termination or expiration of this Agreement, Virtual Learning shall allow Subscriber the opportunity to obtain such Use information by providing Subscriber with the ability to export such User information from the applications. 

  1. Fees. 

Subscriber shall pay for the Content and Services in accordance with the pricing schedule on the Service Description and Pricing Form and contained in Additional Fees as stipulated in Appendix D of this Agreement and to payment terms and pricing set forth in this Agreement shall remain in effect through the term of this Agreement. Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of any sales, use or other taxes. Subscriber shall be responsible for and promptly pay Virtual Learning when and if due upon receipt of invoice from Virtual Learning. Subscriber also agrees to pay all costs, including legal fees, incurred in collecting any unpaid Fees or other charges due hereunder.  

  1. Term and Termination. 

The initial term of this Agreement begins on the Contract Start Date (as defined below) and continues for the contract period specified herein. The initial renewal dates shall be the expiry date of the initial term; each subsequent renewal date shall be the expiry date of the then current term. For a period of one year, Subscriber may terminate this Agreement within 30 days prior to the initial or subsequent renewal date of the term, provided that Subscriber provides Virtual Learning with written notice of intention to terminate, 30 days before monthly renewal. If Subscriber does not provide termination notice, this Agreement will automatically renew for a period of one year and shall be subject to the provisions herein, at the current contract rate for the Services.  

  1. No refunds will be made on Agreement prepaid for a contract period and terminated prior to end of period. Termination prior to end of contract period will not result in a waiver of fees due and payable by the terms of this Agreement and any discount provided at the start of the term shall be added back and included in the fees due and payable. 


  1. 30 Day Money Back Guarantee-As a special exclusion to the term and termination provisions provided herein, The Subscriber may upon written notice to Virtual Learning terminate a 1-year contract (and only a 1-year contract) if the contract is cancelled within the first 30 days of the initial contract period, without penalty, payment of the remaining term or additional fees hereunder. Subscriber’s first monthly subscription payment will be fully refunded. Any implementation of other fees are not subject to refund.  
  1. Without prejudice to or waiver of any rights of either party, this Agreement may be terminated: 
  1. In the event of a party committing any breach of this Agreement which is remediable and not remedied within 30 days of written notice from the other requirement remedy. 
  1. Immediately upon written notice given by a party that an effective resolution is passed for the liquidation or termination of Subscriber’s business. 
  1. Except as expressly waived by Virtual Learning, on termination of this Agreement for any reason other than for Virtual Learning being in breach or being subject to an event listed herein, the Subscriber shall pay to Virtual Learning any and all Fees payable until the end of the current Term. If the Subscriber commits a material breach of this Agreement, Virtual Learning may suspend Content and Services without notice or penalty until such breach is remedied. Virtual Learning may terminate this Agreement for any reason if written notice is given 30 days prior to termination and any prepaid Fees are refunded within 10 days of the effective termination date.  


  1.  Ownership.  

Other than the rights conferred to Subscriber in this Agreement, all Content, trademarks, service marks, patents, copyrights, trade secrets, indexing and source codes and other proprietary rights of the Virtual Learning in or related to the Proprietary processes and Services and are will remain the exclusive property of Virtual Learning or its licensors, and as such is protected under state and federal copyright law. Subscriber agrees to the use of all Content and Services and all other property owned or licensed by Virtual Learning only within the specifically stated parameters of this Agreement. Neither subscriber nor any user will acquire any ownership rights in the Services, and the Subscriber and its Users shall not alter the form or content of the Content and Services without the written permission of Virtual Learning. Virtual Learning may alter the form and content of the Content and Services from time to time. If any of the Content and Services are subject to a license agreement and such license agreement is terminated or suspended for any reason, then the portion of the Content and Services supplied by that licensor may be withdrawn from the services.  

  1.  Access to and use of Content and Services. 

Users may access Virtual Learning Content through the Online Campus only for and within the permitted use described herein. The Subscriber and each User shall not; use, copy, store, save, transmit, reproduce, distribute, display, sell, publish, broadcast or circulate the Content or Services to any third party, other than as authorized herein; remove, conceal or alter any copyright notices contained in the Content; sell or receive compensation for Content distributed to a third party or share the password which is used to access the content with any other person. Users shall notify Subscriber or Virtual Learning if they learn or suspect any password is being used by any person not authorized by the Subscriber to access the Content and Services or is being used by more than one user. Subscriber shall: insure that each user is aware of and complies with the conditions of use of the Content and Services contained in this Agreement; provide Virtual Learning with reasonable assistance in complying with Virtual Learning’s obligations under privacy laws relating to information in respect of individual Users; notify Virtual Learning if it learns or suspects that the Content or Services are being used by any person not authorized by the Subscriber to access the Content and Services or they are being used by more than one individual. Subscriber warrants and represents to Virtual Learning that it is authorized by each of the users to provide the Users’ personal information to Virtual Learning and to access personal information collected by the Online Campus during the delivery of the Content and provision Services. In the event that the Subscriber or any user breaches the terms of use of the Services as set out in this Agreement, the Subscriber acknowledges that damages may be an insufficient remedy. The parties acknowledge that any damages payable are without prejudice to any other injunctive relief or contractual liability Virtual Learning is entitled to herein or by law as a result of any breach of this Agreement, including Virtual Learning’s Intellectual property rights in the Content and Services. Without limitation, Virtual Learning may suspend access to the Content and Services in the event of breach of this paragraph. 

  1.  Technology Services 

Virtual Learning shall provide technology services including the Online Campus through technology partner. The Service Level Agreement provided Virtual Learning and its subscribers shall be made available to Subscriber upon request. 

  1. Payment Schedule 

Unless otherwise specified above, all fees for Content and Services agreed to under the Subscription Package Form are due as follows: 

  1. Upon execution of this Agreement:  

The implementation and Set-up Fee(s) and the first month Subscriber access fee must be received before management or employee access is granted. This date shall become the Contract Start Date, unless another Contract start date is specified herein. All subsequent term payments are due on the monthly anniversary of the Contract Start Date and are considered past- due 10 days after this date. Subscriber understands that Virtual Learning reserves the right, in its sole discretion, to withhold access to the Content or Online Campus or cancel the subscription, without waiver of any of Virtual Learning’s rights herein, at Virtual Learning’s option, if Subscriber’s account is more than 30 days past due, provided Virtual Learning gives Subscriber a 5-day written notice (which may be given by email). Any Subscriber account that is suspended for non- payment will require an advance payment equivalent to 3 months’ subscription to reinstate access.   

  1. Warranty, Liability, Indemnity 

Virtual learning will make reasonable efforts to ensure the accuracy and reliability of the Content and Services, and that the Content and Services do not contain any computer virus. Neither Virtual Learning nor any other member or affiliate Virtual Learning will be held liable in relation to the accuracy of the Content and Service or for any loss or damage of any type in connection with the provision of or failure to provide access to the Content and Services. Nothing herein excludes any of Subscriber’s rights that cannot be excluded, restricted or modified by law. Otherwise, all conditions and warranties in respect to the Content and Services that may be implied by law are excluded. To the extent Virtual Learning or any affiliate of Virtual Learning is liable for breach of any implied warranty or condition which cannot be excluded by law, then liability is restricted, at Virtual Learning’s option, to the re-supply or replacement of the affected Content and Services or the payment of the cost of having the affected Content and Services re- supplied or replaced. 

9.1 Subject to the above qualifications, the Subscriber expressly agrees that in no circumstances will Virtual Learning or any of its affiliates be liable for any damage or loss (including but not limited to indirect or consequential loss of profits or revenues whatsoever) however caused (including but not limited to negligence of Virtual Learning or any of its affiliates) suffered or incurred by the Subscriber in connections with the Content and Services. Subscriber shall indemnify Virtual Learning and when relevant its affiliates or third party providers for any direct loss or damage arising out of any use of the Content and Services by the Subscriber and/or its Users or other third parties beyond the rights expressly granted to the Subscriber and/or the Users under this Agreement. Virtual Learning will indemnify the Subscriber against any direct loss or damage actually suffered by the Subscriber arising out of any third party claim or action that the Content and Services infringes on the intellectual property rights of such third party, except for any claim or action arising out of a breach of this Agreement by the Subscriber or any authorized or unauthorized user. Subscriber will immediately notify Virtual Learning of any such claim made by a third party and will cooperate with Virtual Learning, and at Virtual Learning’s request be given control of such claim or action. The total liability of Virtual Learning under this Agreement shall, to the extent permitted by law, under no circumstances exceed the fees paid by the Subscriber to Virtual Learning in the next 12 months preceding any claim by Subscriber. 

  1. Confidentiality 

The Subscriber agrees to preserve in strict confidence Confidential Information received from Virtual Learning, and shall: (a) use such confidential information only in the fulfillment of obligations required by this Agreement; (b) reproduce such Confidential Information only to the extent necessary for such purpose; (c) restrict disclosure of such employees of the obligations assumed herein and that they are bound by this Agreement); and (d) not disclose such Confidential Information to any third party without prior written authorization of Virtual Learning. Confidential Information shall include those items typically regarded as confidential information relating to the business of and belonging to the other party that is not publicly known, such as intellectual property, business operations, product information, production process, service information, proprietary computer code, computer technology, accounting information, and shall include the terms of this Agreement including the pricing schedule agreed to between the parties. The parties recognize that each of the parties may have already delivered some confidential information to the other party, and that already delivered Confidential Information shall be deemed to be confidential and the restrictions under this Agreement shall apply to such already disclosed information. 

  1. General terms. 

Each person executing this Agreement on behalf of the Subscriber and Virtual Learning, respectively, warrants his or her authority to do so.  


The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. 


The headings used herein are for convenience only and do not limit or expand the contents of this Agreement. 

  1. NO WAIVER. 

No waiver of a breach of any provision of this Agreement will be considered to be a waiver of any other breach of this Agreement, whether of a similar or dissimilar nature. 


Any provisions of this Agreement creating obligations extending beyond the term of this Agreement will survive the expiration or termination of this Agreement, regardless of the reason for such termination. 


Any amendments to this Agreement will be affective only if in writing and signed by both parties hereto. 


This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof. 


If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to all actual attorney’s fees and other costs incurred in that action, in addition to any other relief to which that party may be entitled.  


Neither party may assign this Agreement without the express written consent of the other part except in the case of Virtual Learning for the assignment to a related business entity or the sale of substantially all its assets or ownership rights. Assignment to a related business entity or purchaser shall be automatic in the event of a business restructuring or sale of the results in the transfer of the ownership or operations of Virtual Learning’s assets to such new entity. Except as provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. There are no thirty-party beneficiaries of or to this Agreement. 



This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages maybe executed by “wet” signature or electronic mark, facsimile or digital signatures. Any such electronic, facsimile or digital signature shall be deemed an original signature of the signing party and shall be binding upon the signing party as if an original signature. In addition, the executed signature pages may be delivered using PDF or similar file type transmitted via electronic mail, cloud-based server, e-signature technology or other similar electronic means.   


This Agreement shall be governed, construed and interpreted in accordance with the law of the State of Delaware without regard to such state’s conflict of law provisions.  


Neither party’s delay or failure to perform any provision of this Agreement as a result of circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, power failures, telecommunication or internet failures or damage to or destruction of any network facilities or servers) will not be deemed a breach this Agreement.  


The Content and Services, or other technology Virtual Learning makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not names on any U.S. government denied-party list. Subscriber shall not permit users to access or use any Content or Services in a U.S. embargoes country or in violation of any U.S. export law or regulation. 

  1. NOTICES. 

All notices given pursuant to this Agreement will be in writing and delivered to the party to whom such notice is directed at the address specified below or the electronic mail address as such party will have designated by notice hereunder. 


4081 Hadley Rd, Suite A 

South Plainfield, NJ 07080 

Email: info@virtuallearnonline.com 

If to the Subscriber: As indicated in Section One of this Agreement.  


IN WITNESS WHEREOF the VL has caused this agreement to be executed by its duly authorized officers and the Subscriber has set his hand as of the date first above written.