KOIS CENTER, LLC PAYMENT & CANCELLATION AGREEMENT

THIS AGREEMENT (“Agreement”) is made between Kois Center, LLC, a Washington limited liability company (“Kois”), and any person who indicates his/her acceptance of its terms and conditions below (“you” or “your”).

ONLINE COURSE REGISTRATION

    The first part of this Agreement (Sections 1 through 8) applies specifically to all online course registrations that you submit to Kois:

  1. Course Registration; Certification. You are responsible for course registration. Upon Kois’s acceptance of your completed registration form and payment of all or a part of the course registration fee, as provided in Section 2 below, you will be formally enrolled in the course. By registering for a course through the Kois web site, you certify that: (a) you have the legal authority to enter into this Agreement; and (b) you are the cardholder of the credit card provided for payment or that you have the legal authority and permission of the cardholder to authorize payment with the credit card provided.
  2. Course Fees and Payment Terms. Course fees vary by course. You understand that it is your responsibility to pay the entire course registration fee and to meet the following payment terms. These payment terms constitute a binding payment agreement between Kois and you and reserves a space for you in the registered course; provided, however the entire registration fee is paid in a timely manner. The preferred means of payment is via credit card. Kois accepts Visa or MasterCard.
    1. Credit Card Transaction Authorization. If you elect to pay for the course registration fees with your credit card then you: (i) authorize Kois to charge your card for the full amount of the fees on the payment terms provided in Section 2b, 2c or 2d below; (ii) consent to the transfer of your encrypted credit card information and the dollar amount of the transaction to external companies for credit verification; and (iii) agree to pay the amount charged according to the card issuer agreement.
    2. Single Credit Card Payment. If you elect to pay the course registration fee on your credit card and indicate on your registration form that the fee is to be paid in its entirety in a single payment, then you specifically authorize Kois to charge your credit card the full amount of the registration fee immediately ($500 of which is deemed a non-refundable deposit for the course).
    3. Two Credit Card Payments. If you: (i) register for a course more than 60 days before the scheduled course start date; (ii) elect to pay the course registration fee on your credit card; and (iii) indicate on your registration form that the fee is to be paid in two (2) installment payments, then you specifically authorize Kois to charge your credit card at the time Kois accepts your registration the sum of $500, which is a non-refundable deposit, and the balance of the course registration fee sixty (60) days prior to the scheduled start date of course identified in your course registration form.
    4. Installment Credit Card Payments Payable 120 Days or More Before Scheduled Course Start Date. If you: (i) register for a course at 120 days or more before the scheduled course start date; (ii) elect to pay the course registration fee on your credit card; and (iii) indicate on your registration form that the fee is to be paid in monthly installments, then you specifically authorize Kois to: (A) charge your credit card with a non-refundable deposit of $500 at the time Kois accepts your registration; and (B) charge your credit card the balance of the course registration fee plus a three percent (3%) processing fee based upon such balance that is payable in equal monthly installments. The amount of each monthly payment shall equal the result of dividing the balance of the course registration fee and processing fee by a number that is equal to the number of days between your registration date minus sixty (60) days divided by thirty (30). Any fractional quotient would be rounded to the next highest whole number and this number will be the number of your monthly installments unless the 15 th day of the month that is at least sixty (60) days before the scheduled course start date occurs before that last payment in which case your calculated number of monthly installments would be reduced by one. The first monthly installment payment shall be on the 15th of the month following your registration with the final payment taking place on the 15th of the month which is at least sixty (60) days before the scheduled course start date. The following illustrates this installment payment method:

      Scenario No. 1

      Assume you register for a June 2 course on December 16, which is 168 days before the scheduled course start date and also assume the course costs $4,000.00. After the payment of the $500 non-refundable deposit, there is a balance of $3,500 and a $105 processing fee (3% of $3,500.00), or $3,605.00. In this scenario your payment period for the course would now be 108 days (168 days – 60 days) except that full payment must be made by March 15 (the 15 th of the month that is at least 60 days before the scheduled course start date). Accordingly Kois would be authorized to charge your credit card the sum of $1,201.67 on the Jan. 15, Feb. 15 and March 15 following your registration date. The amount of your three (3) payments would be determined as follows: (i) 108 (168 - 60) divided by 30 equals 3-3/5th; (ii) this fractional quotient is rounded up to four (4), but since a fourth (4th) payment would otherwise occur on April 15 which would be after the March 15 deadline for full payment, the number of monthly payments is reduced by one (1) to three (3) payments; (iii) the course registration fee balance of $3,605 is then divided by three (3), which results in three (3) monthly installment payments of $1,201.67.

      Scenario No. 2

      Assume the same facts as in Scenario No. 1, except you register on December 14, which is 170 days before the scheduled course start date. In this scenario your payment period for the course would now be 110 days (170 days – 60 days). Again, full payment must be made by March 15 (the 15 th of the month that is at least 60 days before the scheduled course start date). In this scenario Kois would be authorized to charge your credit card the sum of $901.25 on the Dec. 15, Jan. 15, Feb. 15 and March 15 following your registration date. The amount of your four (4) payments would be determined as follows: (i) 110 (170 - 60) divided by 30 equals 3-2/3rds; (ii) this fractional quotient is rounded up to four (4) and since the fourth (4th) payment would occur on March 15, or the deadline for full payment, there is no reduction in the number of monthly payments; and (iii) the course registration fee balance of $3,605 is then divided by four (4), which results in monthly installment payments of $901.25.

    5. Installment Credit Card Payments Less than 120 Days Before Schedule Course Start Date. If you are registering for a course less than 120 days from the scheduled course start date and you want to pay the registration fee via a credit card, then such payment will only be permitted in accordance with Section 2b or Section 2c, above.
    6. Registration within Sixty Days of Course. Notwithstanding any provision of this Section 2 to the contrary, if you submit a registration form for a course within sixty (60) days of the schedule course start date, then the registration fee must be paid in full at the time of registration via a credit card in accordance with the provisions of Section 2b.
  3. Confirmation of Registration. If you pay the course registration fee in accordance with Section 2 above, you will be promptly provided written confirmation of your registration by either a letter or by email (provided you have given Kois your email address). However if at the time you register for a course and pay the registration fee in whole or in part there is no more room the course, you will be promptly notified of the unavailability of the course and given thirty (30) days therefrom to notify Kois in writing whether such payment should be applied to another Kois-sponsored course. If so, you will need to notify Kois of the date and name of such other course. If you fail to notify Kois within such 30-day period any credit card transaction shall be voided.
  4. Cancellations and Refunds. You understand and agree to the following cancellation and refund provision:
    1. Cancellation Sixty or More Days in Advance. IIf you provide Kois written notice of your decision to cancel your course registration at sixty (60) or more days prior to the scheduled course start date, then your non-refundable $500 deposit and any registration fee balance paid by you will be applied to registration fee of another Kois sponsored course as designated by you. Until you make the designation these funds will be held by Kois who shall be entitled to commingle them with its other funds and you will not be entitled to receive any credit for any interest accrual thereon. If you are paying the course registration fee on your credit card in installments, Kois will immediately cease all further all credit card transactions after being notified of your cancellation.
    2. Cancellation more than Thirty Days but less than Sixty Days in Advance. If you provide Kois written notice of your decision to cancel your course registration thirty (30) or more days but less than sixty (60) days prior to the scheduled course start date, then your non-refundable $500 deposit will be forfeited to Kois but the amount of the registration fee balance paid by you will be applied towards the registration fee for another Kois-sponsored course, as designated by you. Until you make the designation these funds will be held by Kois who shall be entitled to commingle them with its other funds and you will not be entitled to receive any credit for any interest accrual thereon.
    3. Cancellation less than Thirty Days in Advance. If you provide Kois written notice of your decision to cancel your course registration less than thirty (30) days prior to the scheduled course start date, then all monies previously paid by you to Kois shall be forfeited to Kois. You acknowledge and agree that such forfeiture is reasonable given that such late cancellation will result in Kois not being unable to fill the course vacancy created by your cancellation.
    4. Form of Communications to Kois. All cancellations and rescheduling requests must be received in writing. Please email them to info@KoisCenter.com fax them to the Attention of the “Chief Operations Officer” at (206) 621-7609.
    5. Cancellation by Kois. Kois reserves the right to cancel courses in cases of insufficient enrollment or in other circumstances. In the event your registered course is cancelled by Kois, you will be notified at least ninety (90) days prior to the scheduled course start date and be given the right to have all of the monies previously paid to Kois (including your $500 deposit) either applied to another Kois-sponsored course, or refunded to you. You will have thirty (30) days following receipt of the cancellation notice to inform Kois in writing about your decision. If you fail to inform Kois within such 30-day period of your decision, such monies shall be refunded to you.
    6. Guaranteed Satisfaction. Kois will give you a full refund of course registration fee (less the $500 nonrefundable deposit) if you: (i) are not 100% satisfied with the registered course after attending; and (ii) you notify Kois of your request for refund and the reasons for your dissatisfaction in writing within then (10) days after completion of the course.
    7. No Liability for Other Expenses and Costs. Except for the refund of a portion of the registration fees paid to Kois, as expressly stated in this Agreement, Kois will at no time be responsible for expenses incurred by you or on your behalf.
  5. Right to Drop You from Course. Notwithstanding any provision of this Agreement you agree that your failure to pay the entire course registration fee when due will entitle Kois to drop you from the course due to nonpayment. If Kois elects to drop you from the course you will be promptly notified in writing
  6. Certificates. Upon completion of the course, you may receive a certificate evidencing such completion. RECEIPT OF A CERTIFICATE DOES NOT ENTITLE YOU TO REPRESENT IN ANY MANNER THAT YOU ARE A CERTIFIED KOIS PROVIDER OR AUTHORIZED TO ACT IN ANY MANNER ON BEHALF OF KOIS.
  7. Privacy. The data and information that you provide during the online registration process is secured during transmission using security software, which encrypts information you input. The information that you provide will be stored in Kois’s registration system as part of your official account. Kois does not share your personal data with any third party entity. Kois will not and will never sell, rent, or share your name, mailing address, email address or any other data that can personally identify you in any way to any outside group. However, Kois reserves the right to notify you via email, at the email address that you provide during registration, about your registration status or upcoming courses Kois believes that you might find of interest. At any point and from each individual email communication you can choose to opt-out from these communications.
  8. Misuse of Online Registration. Any misuse of this online registration system may result in the revocation of your access as well as other sanctions deemed appropriate by Kois and/or available under the law.

    9. PURCHASE OF KOIS CENTER PRODUCTS

    The next part of this Agreement (Sections 9 through 17) applies if you are purchasing “Products,” as defined below, from Kois online:

  9. Definition of “Products.” The term “Products applies to any item available for purchase from Kois, including, but not limited to, any instrument or tool for use in your dental practice such as the LazrTrak, forms, catalogues, and DVDs. Ordering Products online through the Kois web site constitutes your acceptance of and agreement to comply with the terms and conditions of this Agreement.
  10. Ordering Instructions. To place your order for one or more of the Products, simply add items to your online shopping cart and proceed through checkout. All prices are in U.S. Dollars. Payment in full is required at the time of purchase. You are also responsible for all shipping and handling charges.
  11. Credit Card Authorization for the Products. If you elect to pay for the Products with your credit card then you: (i) authorize Kois to charge your card for the full amount for the Products plus all handling and shipping charges in a single payment; (ii) consent to the transfer of your encrypted credit card information and the dollar amount of the transaction to external companies for credit verification; and (iii) agree to pay the amount charged according to the card issuer agreement.
  12. Return Policy for the Products. Except as otherwise provided with respect to a particular Product, Kois will give you a full refund for the amount paid for the Products if:
    1. You are not 100% satisfied with the Products and you contact Kois within thirty (30) days of receiving the Product(s);
    2. You return the Product(s) to Kois at your expense;
    3. Kois receives the Product(s) back in a re-saleable condition; and
    4. In the case of DVDs, the package is unopened.
  13. Policies, License and Disclaimers. Except as may be otherwise expressly stated in writing with respect to a particular Product, the Products are provided without any expressed or implied warranty. To the extent Kois makes any expressed warranties with respect to a particular Product such warranties shall only extend to the original purchaser of the Product and shall not be transferable. Forms purchased from Kois are intended only as a guide and suggestion. You acknowledge your understanding and agreement that the Forms need to be modified by you as necessary to meet the requirements of your dental practice.
  14. Non-exclusive License. By ordering any of the Products, you agree that the Products may not be reproduced, transferred, sold or assigned to other persons. You understand and agree that Kois is granting you a non-exclusive license to use the Products for your personal use only, or if you are a dental professional, for the office or clinic for which the Product was purchased. Since any expressed warranty that Kois makes with respect to a particular Product only applies to the original purchaser of the Product and is nontransferable, you agree that if you transfer, sell or assign a Product to a third person any expressed warranty that applies to such Product shall cease and be of no further legal effect. For Products which contain a copyright notice, the notice shall not be removed from the Products.
  15. No Liability Regarding Forms. All Kois Forms are to be used as a guide only. No liability is assumed for errors in substance or form. It is your responsibility to revise the Forms to meet current law and your particular facts and situation. No liability is assumed by Kois for improper use of the Kois Forms and you agree not to hold Kois liable for any damages arising from your use of the Forms, as modified by you.
  16. No Warranty by Kois and Assumption of Risk. EXCEPT AS MAY OTHERWISE BE STATED IN WRITING WITH RESPECT TO A PARTICULAR PRODUCT, THE PRODUCTS THAT ARE AVAILABLE FOR PURCHASE ON THE KOIS WEB SITE ARE BEING PURCHASED BY YOU IN THEIR “AS IS” CONDITION WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND BY KOIS AND BY JOHN C. KOIS, D.M.D., M.S.D., INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY WARRANTY, OR DESIGN WARRANTY. IN NO EVENT SHALL KOIS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS, AND JOHN C. KOIS, D.M.D., M.S.D. BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF KOIS AND/OR JOHN C. KOIS, D.M.D., M.S.D. WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    BY PURCHASING A PRODUCT YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE PRODUCT AND YOU AGREE THAT KOIS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS AND JOHN C. KOIS, D.M.D., M.S.D. DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY PRODUCT MADE AVAILABLE FOR PURCHASE ON THE WEB SITE. YOU FURTHER AGREE THAT KOIS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS AND JOHN C. KOIS, D.M.D., M.S.D. WILL NOT BE LIABLE FOR ANY COMPENSATORY, SPECIAL, DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES OR ANY OTHER DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT KOIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  17. Indemnification. You agree to defend, indemnify and to hold Kois (including all of its members, managers, officers, and employees) harmless from all claims, damages, costs and expenses (including the attorneys’ fees of the indemnified parties), arising out of or related to the use of the Products.

    18. COMMON TERMS AND CONDITIONS

    This part of the Agreement (Sections 18 through 22) contains provisions that apply to any online course registration or online purchase of Products.

  18. Right to Modify and Amend. Kois has the right to modify and amend the terms and conditions of this Agreement at any time, except no such modification or amendment shall affect any course registration or Product order submitted and accepted by Kois prior to the effective date of such modification and amendment. You acknowledge and agree that you need to consult the terms and conditions of this Agreement each time you register for a Kois sponsored course or order Products through this web site. Any rights not expressly granted by Kois herein are reserved.
  19. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Washington, as it is applied to agreements entered into and to be performed entirely within such State. You also agree and hereby submit to the exclusive jurisdiction of the courts of King County, Washington and the United States District Court for the State of Washington with respect to all actions and proceedings arising out of or pertaining to this Agreement.
  20. Severability. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, but not limited to, then the invalid or unenforceable provision will be deemed severed from this Agreement and such court shall replace such severed provision by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
  21. Attorneys Fees. In the event you breach this Agreement and Kois is required to retain legal counsel to enforce its rights hereunder (whether Kois commences legal proceedings or not), you agree to pay the costs and reasonable attorneys’ fees incurred by Kois in enforcing its rights.
  22. Entire Agreement. This Agreement constitutes the entire agreement between you and Kois with respect to your online registration for a course and/or your online purchase of Products and supersedes all prior agreements, whether electronic, oral, or written, between you and Kois regarding the same. A printed version of this Agreement shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.