Terms of Service

Certain features of the Service may require you to pay fees. You are responsible for paying all fees charged by or for MDP and applicable taxes in a timely manner with a payment mechanism associated with the applicable product or service.

Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged and, as applicable, any other terms and conditions associated with your purchase (e.g., expiration dates for course entitlements).

Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as provided in our Refund Policy or as required by law.

Price

MDP reserves the right to determine pricing for the Service. MDP will make reasonable efforts to keep pricing information published on the Service up to date. MDP may change the fees for any feature of the Service, including additional fees or charges, if MDP gives you advance notice of changes before they apply. MDP, at its sole discretion, may make promotional offers with different features and different pricing available to any of MDP's business partners or customers. These promotional offers, unless expressly made to you, will not apply to you, and we reserve the right to revoke a promotional offer in the event that we determine you are not eligible. Unless otherwise indicated, the fees charged by MDP or any of its third-party payment processors for the Service are not inclusive of all value added taxes, goods and services taxes, duties, levies, or charges, as determined and applicable based on the tax laws in your country. Promotional offers may not be eligible for use on purchases made within the MDP mobile applications (collectively, the "Apps").

Authorization

You authorize MDP to charge all sums for any purchases you make within the Service as described in these Terms or otherwise published by MDP, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, then MDP may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Subscription Offerings

This Section 4.3 sets forth additional terms that apply to your use of our Subscription Offerings (as defined below). By subscribing to a Subscription Offering (including, for clarity, any Subscription Offering purchased directly on the MDP for Business or MDP Enterprise page of the MDP Site), you agree to the additional terms in this Section. For clarity, to the extent you have access to any subscription-based plan through an MDP for Business or MDP Enterprise arrangement and purchased or otherwise made available pursuant to an enterprise product order form, reseller agreement, master services agreement or other similar enterprise agreement executed by and between you (or your enterprise) and MDP, such access is not subject to this Section and is instead governed by the agreement between MDP and the subscribing organization.

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges, which enable subscribers to enroll in the Certificate Track of the Offerings included within such plan (each, a "Subscription Offering"). MDP may offer some Subscription Offerings with a one-time free trial period. For each Subscription Offering, the duration of any free trial period, the duration of the subscription period, and the fee for the Subscription Offering (the "Subscription Fee") will be specified at the time you subscribe.

Your paid subscription to a Subscription Offering (i) will begin on the date when you first purchase your subscription (for clarity, automatically after any applicable free trial period) (the "Subscription Billing Date") and continue for the duration of the subscription period (such period, the "Initial Subscription Period"), and (ii) will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period"), unless you cancel your subscription or we terminate your subscription or the Subscription Offering.

If you subscribe to a Subscription Offering, then you authorize MDP or its third-party payment processors to periodically charge, on a going-forward basis and until your cancellation or our termination of your subscription or the Subscription Offering, all sums that have accrued on or before the payment due date. For each Subscription Offering to which you are subscribed, your Account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your subscription for all applicable Subscription Fees for the next Subscription Period. MDP or its third-party payment processor will bill such charges to the payment method associated with your Account or that you otherwise provide to us. You will promptly update your Account information with any changes to your payment method (for example, a change in your billing address or credit card expiration date) that may occur.

For individual consumers subscribing to a Subscription Offering, you may cancel a subscription to a Subscription Offering by selecting "Orders and subscriptions" and then "Manage my subscription" within your Account settings, which will redirect you to MDP's payment processor for Subscription Offerings, where you can click "Cancel plan" for the applicable subscription. For any Subscription Offering purchased directly on the MDP for Business or MDP Enterprise page of the MDP Site, you may cancel a subscription to a Subscription Offering by selecting "Manage Subscription" within your Enterprise Admin Dashboard, which will redirect you to MDP's billing portal for Subscription Offerings, where you can click "Cancel" for the applicable subscription.

For more info on canceling a subscription, contact us at support@mydepoprep.com

If you cancel a subscription to a Subscription Offering before the end of the applicable free trial, you will have access to Certificate Track of the Offerings within the Subscription Offering until the end of the free trial period. After that point, MDP reserves the right to (i) unenroll you from all applicable Offering(s) within such Subscription Offering, which may result in you losing any progress you made in such Offering(s) to the extent you opt to re-enroll in the Offering via a new subscription or otherwise or (ii) change your enrollment in such Offering(s) from the Certificate Track to the Audit Track. If you cancel your subscription to a Subscription Offering after any applicable free trial, you will have access to Certificate Track of the Offerings within the Subscription Offering until the end of the then-current Subscription Period. After that point, MDP reserves the right to change your enrollment in such Offering(s) from the Certificate Track to the Audit Track.

Delinquent Accounts

MDP may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

If your payment method is not valid at the time a Service Fee is due and you do not resolve the issues with payment during any applicable grace period that may be provided by MDP, then MDP reserves the right to suspend your account to the applicable Course, Program or Offering(s) and (i) unenroll you entirely from any or all applicable Course(s), Program(s) or Offering(s), which may result in you losing any progress you made in such Course(s), Program(s) or Offering(s), to the extent you opt to re-enroll in the Offering via subscription or otherwise or (ii) change your enrollment in such Offering(s) from the Certificate Track to the Audit Track.

Limited License

Subject to your complete and ongoing compliance with these Terms, MDP grants you, solely for your internal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service. For Materials (as defined in Section 7 (Ownership; Proprietary Rights)) included within an Offering, the foregoing license is limited to your use of the Materials in connection with such Offering.

License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate feedback from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant MDP an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback to improve the Service. We have no obligation to provide you with attribution for any Feedback you provide to us.

Third-Party Services and Linked Websites

MDP may provide tools through the Service that enable you to communicate and interact with third party services, including MDP's artificial intelligence ("AI") assistance/chat bot and certain User Content (as defined in Section 8.1 (User Content)). By using one of these tools, you hereby authorize MDP to transfer that information to the applicable third-party service, in order to provide you with best functionality of the Service.

Third-party services and linked third-party websites are not under the control of MDP, or any MDP Participant (as defined in Section 14.4 (Modification of the Service)), and, to the fullest extent permitted by law, none of MDP, and any MDP Participant are responsible for any third-party service's use of your exported information or any third-party website's content. MDP, and the MDP Participants are not responsible for and do not routinely screen, approve, review, or endorse the contents of or use of any of the products or services that may be offered by such third parties. Please be sure to review the terms of use and privacy policy of any third-party services and websites before you share any User Content or information with such third-party services or websites. Once sharing occurs, none of MDP, and any MDP Participant will have any control over the information that has been shared. If you decide to access any third-party services or linked third-party websites, you do so at your own risk.

User Content Generally

Certain features of the Service may permit users to share, provide, submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Service, including questions and answers to example deposition questions generated by MDP's artificial intelligence/chatbot, messages, reviews, or audio (including sound or voice recordings), images, folders, data, text, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Limited License Grant to MDP and Members

By Posting User Content to or via the Service, you grant MDP and, with respect to each Offering, the relevant Member(s), a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from MDP's exercise of the license set forth in this Section 8.2 (Limited License Grant to MDP and Members).

You Must Have Rights to the Content You Post

You must not share or post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. MDP disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize MDP and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by MDP, the Service, and these Terms;
• your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause MDP to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
• your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. MDP may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and you acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against MDP with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, MDP does not permit infringing activities on the Service.

Monitoring Content

MDP does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that MDP reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time MDP chooses to monitor the content, then MDP still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with the Privacy Policy. MDP may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

Push Notifications

When you install our app on your mobile device, you agree (or may be asked to agree) to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.

Text and Email

We may send you, or your clients, texts and/or emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

BY USING THE SERVICE, YOU AGREE NOT TO:

• Consider, claim, suggest or rely upon any of the content you view, read, hear or learn in any MDP course to be legal advice or to creating any attorney/client relationship with you or any person or entity whom you permit to view or participate in any MDP course, program or offering.
• use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• use a virtual private network (VPN), proxy service, or any other technology or method to mask your true location or IP address for the purpose of accessing the Service from a country or jurisdiction where such access is prohibited by local laws or regulations. You acknowledge and agree that it is your responsibility to ensure that your use of the Service complies with all applicable local laws and regulations, and that the use of such technologies to circumvent legal restrictions is a violation of these Terms;
• post content related to partisan political activities;
• harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
• violate, encourage others to violate, or provide instructions on how to violate, any right of MDP or any third party, including by infringing or misappropriating MDP's or any third-party intellectual property rights;
• access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including artificial intelligence, spiders, robots, crawlers, and data mining tools) other than the software or AI agents provided by MDP;
• interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; You specifically agree not to replicate, copy, reverse engineer and/or steal any of the content, code or functionality of any portion or feature of the Service.
• interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Account without permission, or falsifying your age or date of birth;
• sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; Exception: If you are a law firm which purchases an MDP Course for use by your client, you are permitted to grant your client with access and ability to view and use such purchased materials, provided you do not share such access to a single course with more than the single and listed client, or
• attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct).

Respect of Third-Party Rights

MDP respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address: MDP LLC via email: support@mydepoprep.com

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Service;
• your mailing address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf.

Your Notification of Claimed Infringement may be shared by MDP with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to MDP making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers

MDP's policy is to: (a) remove or disable access to material that MDP believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the Account of and block access to the Service by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights. MDP will terminate the Account of any user that is determined by MDP to be repeat infringers. MDP reserves the right, however, to suspend or terminate Accounts of users in our sole discretion.

Counter Notification

If you receive a notification from MDP that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide MDP with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to MDP's Designated Agent through one of the methods identified in Section 11.2 (DMCA Notification), and include substantially the following information:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• your name, mailing address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which MDP may be found, and that you will accept service of process from the person who provided notification under Section 11.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.

Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to MDP in response to a Notification of Claimed Infringement, then MDP will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that MDP will replace the removed User Content or cease disabling access to it in 10 business days, and MDP will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless MDP's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on MDP's system or network.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. § 512(f) that: "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (a) that material or activity is infringing, or (b) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of MDP relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." MDP reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2 (Termination).

Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, MDP may, at its sole discretion, terminate these Terms and/or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your Account and these Terms at any time by requesting deletion of your Account by clicking the button labeled "Delete my account" in your Account settings and discontinuing your use of the Service. Please read the Privacy Policy carefully for more information about Account deletion. For more info, visit the MDP Help Center or contact us at support@mydepoprep.com.

Effect of Termination

Upon termination of these Terms: (a) your license and all corresponding rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay MDP any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 8 (User Content), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by MDP), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service because you may lose access rights to any User Content you Posted to the Service upon termination of your Account. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account using a different name, email address or other forms of Account verification.

Modification of the Service

MDP reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. MDP will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. MDP, PROVIDING OFFERINGS VIEWABLE ON THE MDP SITE BUT NOT OFFERED THROUGH THE SERVICE (THE "OTHER PROVIDERS") DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MDP DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MDP DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. ANY AUTOMATED TRANSLATIONS OF CONTENT AVAILABLE THROUGH THE SERVICE MAY CONTAIN ERRORS OR INACCURACIES. MDP IS NOT RESPONSIBLE FOR ANY MISUNDERSTANDINGS, ERRORS, OR DAMAGES RESULTING FROM THE USE OF SUCH TRANSLATED CONTENT. COURSE CONTENT MAY CHANGE AND COURSES MAY NOT REMAIN AVAILABLE. MDP IS NOT A LAW FIRM, IS NOT LICENSED TO PRACTICE LAW AND IS NOT PROVIDING YOU OR YOUR END USERS WITH ANY LEGAL ADVICE IN ANY OF ITS COURSES, PROGRAMS OR OFFERINGS.

Use of any MDP Course, Program or Offering, or any feature of the same, or use of the MDP website cannot and does not create an attorney-client relationship between you, or any person or legal entity, permitted to use any portion or feature of the same, and MDP or any affiliated individual of MDP. All information is provided for educational and organizational purposes only and cannot and should not be relied upon as legal advice.

No Other Enrollment

Nothing in these Terms or otherwise with respect to your participation in any Offering from a Member through the Service results in you being entitled to use any of the resources beyond the Offerings provided via the Service.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE, MDP ENTITIES, OR OTHER PROVIDERS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MDP ENTITIES, OTHER PROVIDERS, OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE (AND ANY PORTION(S) THEREOF) AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (DISCLAIMERS; NO WARRANTIES BY MDP) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MDP does not disclaim any warranty or other right that MDP is prohibited from disclaiming under applicable law.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MDP ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MDP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MDP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO MDP FOR ACCESS TO AND USE OF THE SERVICE IN THE ONE (1) MONTH PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US $500.00 (FIVE HUNDRED AND 00/100 DOLLARS).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Generally

Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and MDP agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MDP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Although we are agreeing to arbitrate most disputes between you and us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to MDP LLC, Attention: Legal Department - Arbitration Opt-Out, support@mydepoprep.com that specifies: your full legal name, the email address associated with your Account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once MDP receives your Opt-Out Notice, this Section 17 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator

This arbitration agreement, and any arbitration between you and us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting MDP.

Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). MDP's address for Notice is: MDP LLC, Attention: MDP Legal Department, support@mydepoprep.com. The Notice of Arbitration must: (a) identify the name and email address of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or MDP may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, MDP will reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000 or if your claim is considered part of a multiple consumer case filing as determined by the AAA, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to the AAA.

Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US $10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or MDP must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief

Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by MDP before an arbitrator was selected, MDP will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US $10,000. The arbitrator's award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions

YOU AND MDP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MDP agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Modification to this Arbitration Provision

If MDP makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to MDP's address for Notice of Arbitration, in which case your Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

Enforceability

If Section 17.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if MDP receives an Opt-Out Notice from you, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.

Consumer Protection

You may have rights under applicable consumer protection laws that cannot be excluded, restricted, or modified by these Terms. Nothing in these Terms is intended to supersede your statutory rights as a consumer.

General Terms

These Terms, including the Privacy Policy and Honor Code (as defined below) and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and MDP regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law

These Terms are governed by the laws of the State of Ohio without regard to its conflict of law principles. You and MDP submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Hamilton County, Ohio and the United States District Court for the Southern District of Ohio for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Ohio, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

Privacy Policy

Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy will be reviewed and updated from time to time. When we do make material changes, we will give notice via the MDP Site or by otherwise notifying you. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Honor Code

Please read the Honor Code (the "Honor Code") carefully for our policies regarding academic integrity and academic misconduct. The Honor Code is incorporated by this reference into, and made a part of, these Terms.

Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in Section 9 (Communications) and the Privacy Policy. Please read the Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

MDP Artificial Intelligence / Chatbot

Your authorized use of any AI / chatbot within the Service is limited to the content contained within the MDP Course, Program or Offering and does not include any information provided that is outside the scope of any MDP Course, Program or Offering. Further, MDP's artificial intelligence is specifically designed NOT to provide response to any legal questions or questions seeking legal advice, counsel, instruction or opinion. By your use (including any individual you require to use the Service) of the Service, you specifically agree that any response provided by any artificial intelligence / chatbot cannot and will not be interpreted, construed or understood to be legal advice, legal opinion or to be creating any attorney/client relationship or privilege.

All chat data and information provided by MDP's artificial intelligence / chatbot is deleted and no longer accessible to you or MDP, within 24 hours of any communication or interaction with MDP.

The purchase of a single MDP Course includes a total of 2 million tokens (input and output) of artificial intelligence model usage, with certain input and output limitations (250 words per input and output). In general terms, this amounts to approximately 20 total hours of interaction with MDP's artificial intelligence / chatbot. If a user of a single course is in need of additional tokens of artificial intelligence model usage, please review our Pricing section of the website and/or contact support at support@mydepoprep.com

Contact Information

The Service is offered by MDP LLC, located in Ohio, see also our Contact page. You may contact us by sending an email to support@mydepoprep.com.

Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

International Use

Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

Sanctions

You hereby represent and warrant that you are not: (a) currently the subject or target of any U.S. sanctions or included on any government's sanctions list(s); or (b) prohibited from accessing or paying for the Service due to U.S. sanctions laws or regulations applicable to your location or country of residence.

Purchases through the Service may be eligible for a refund for a period of time. The general refund policies for some Offering types are described below; provided, however, that certain Offerings may have different refund policies that apply (e.g., no refunds permitted), which will be presented to you at the point of purchase. Refunds will be credited to the payment account used for the purchase and may take up to two billing cycles to process. For clarity, to the extent you have access to any Offering through an MDP for Business arrangement whereby payment for the Offering is made on your behalf through the entity sponsoring your access, such access is not subject to this Refund Policy and is instead governed by the agreement between MDP and the purchasing organization.

Notwithstanding anything to the contrary below, please note that we have no obligation to offer you a refund after you earn a Certificate for an Offering or if you complete a Course but are unsatisfied with your final grade, in each case, regardless of whether your refund request was received during the applicable refund period. Please also be aware that we treat violations of our Terms of Service and Honor Code very seriously, and we reserve the right to refuse your refund request if we terminate your access to the Service (or any portion(s) thereof) for violation of our Terms or any of our policies, even if your request is made in accordance with the applicable refund policy for the Offering.

If the applicable refund period for a purchase has passed or refunds are otherwise not available for an Offering and you believe a refund is warranted (e.g., as required under local law), please contact us at support@mydepoprep.com.

For more information about our refund process, please visit the MDP Help Center.

One-time Purchases

Certificate Track: With respect to your enrollment in the MDP deposition preparation course, refunds are available for a period of 14 days after your payment or 14 days after the Course starts, whichever occurs later; provided, however, that no refunds are available more than 1 month after your payment. During such refund period, the refund process will be initiated automatically when you withdraw from the Course.

Program Bundles: With respect to your purchase of a Program bundle (i.e., a one-time, upfront purchase of enrollment entitlements that enable you to enroll in the Certificate Track of all Courses within a Program):

• refunds for unused entitlements are available for a period of 6 months after your payment; and
• refunds for used entitlements (i.e., you use an entitlement to enroll in a Course) are available for a period of 14 days after your enrollment or 14 days after the Course starts, whichever occurs later; provided, however, that no refunds are available more than 2 months after your payment.

Please email support@mydepoprep.com to request a refund.

Month-to-Month or Annual Subscription Offerings

MDP does not offer refunds for payments made for month-to-month or annual Subscription Offerings. As noted in Section 4.3 (Subscription Offerings) of the Terms, to avoid being charged after a free trial period, you must cancel your subscription before your free trial ends.

Other Products and Services

Except as described in this Refund Policy or as explicitly stated at the point of purchase, MDP has no obligation to provide refunds, vouchers, or entitlements for any other product or service through the Service.

Collaboration Policy

By enrolling in a course on MDP, you are joining a special worldwide community of learners. The aspiration of MDP is to provide anyone with an internet connection access to courses to provide our learners the best educational experience internet technology enables. You are a part of the community that will help MDP achieve this goal. MDP depends upon your motivation to learn the material and to do so with honesty and academic integrity. In order to participate in MDP, you must agree to the Honor Code below and any additional terms specific to a course or program. This Honor Code, and any additional terms, will be posted on each course website.

Honor Code Pledge

By enrolling in an MDP course or program, I agree that I will:

• Complete all tests and assignments on my own, unless collaboration on an assignment is explicitly permitted.
• Maintain only one user account, unless MDP has approved the use of a separate user account in connection with an employer-sponsored or university-sponsored program.
• Not let anyone else use my username and/or password.
• Not engage in any activity that would dishonestly improve my results, or improve or hurt the results of others.
• Not post answers to problems that are being used to assess learner performance.

Violations

If you are found in violation of the Terms of Service or Honor Code, you may be subject to one or more of the following actions:

• Receiving a zero or no credit for an assignment;
• Having any certificate earned in the course or program withheld or revoked;
• Being unenrolled from a course or program; or
• Termination of your use of the MDP Site.

Additional actions may be taken at the sole discretion of MDP and MDP Member course providers. No refunds will be issued in the case of any corrective action for such violations. Honor Code violations will be determined at the sole discretion of MDP Members. You will be notified if a determination has been made that you have violated this Honor Code and you will be informed of the corresponding action to be taken as a result of the violation.

Changing the Honor Code

Please note that we review and may make changes to this Honor Code from time to time. Any changes to this Honor Code will be effective immediately upon posting on this page, with an updated effective date. By accessing the MDP Site after any changes have been made, you signify your agreement on a prospective basis to the modified Honor Code and any changes contained therein. Be sure to return to this page periodically to ensure familiarity with the most current version of this Honor Code.