Last Updated: April 8, 2026
These TERMS OF SERVICE (the “Terms”) govern tutoring and related educational services provided by Kastner Hill Learning LLC (“KHL”) to the parent or legal guardian purchasing Services and/or any adult student (“Client”), as set forth on the applicable service order, enrollment, or order confirmation (“Service Order”). Client must create and maintain a Teachworks client portal account (the “Client Portal”) in order to receive Services, including for scheduling, invoicing, and communications. The Terms, Service Order, Privacy Policy, Website Terms of Use, Photo Release, and all exhibits, schedules, together with any other documents and terms and conditions incorporated herein and therein by reference (the “Agreement”), constitutes the sole and entire agreement of the parties with respect to the Services, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Agreement. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Client accepts and agrees to be bound by this Agreement by (a) clicking an “I agree,” “I accept,” or similar button or checkbox presented with these Terms and/or the Privacy Policy during registration, intake, checkout, enrollment, and/or Client Portal setup, (b) electronically signing a Service Order or other enrollment document that incorporates these Terms, and/or (c) to the extent permitted by applicable law, purchasing or continuing to receive Services after being provided these Terms and a clear opportunity to review them. Client acknowledges that: (i) Client has read and understands these Terms; (ii) Client has had the opportunity to download, print, or save these Terms for Client’s records; and (iii) Client is legally able to enter into this Agreement and, if accepting on behalf of a Student or household, has authority to do so. The parties agree that electronic signatures, checkboxes, and electronic records satisfy any legal requirements for written agreements and signatures. KHL may maintain records reasonably intended to evidence Client’s acceptance of this Agreement (including date/time, method of acceptance, the account used, IP/device data where available, and the version of Terms presented), and Client agrees such records may be used to authenticate and enforce this Agreement.
Client is responsible for maintaining the confidentiality of Client’s Client Portal login credentials and for all activities that occur under Client’s account. Client agrees to provide accurate and complete information and to keep account information current. Client will promptly notify KHL of any unauthorized access to or use of Client’s account. KHL may suspend access to the Client Portal if it reasonably believes the account has been compromised or used in violation of this Agreement.
Client represents and warrants that Client is at least eighteen (18) years old (or the age of majority in Client’s jurisdiction, if higher) and has the legal capacity to enter into this Agreement. If Client accepts this Agreement on behalf of another person (including a Student) or an entity, Client represents and warrants that Client has the legal authority to bind that person or entity to this Agreement.
In the event of any conflict between these Terms and the Service Order, the Service Order shall control only as to pricing, hours, scheduling, and service-specific details, and these Terms shall otherwise govern. These Terms prevail over any of Client’s general terms and conditions regardless whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.
KHL’s Privacy Policy, as made available to Client at https://www.kastnerhill.com/privacy-policy/ (or a successor URL) (the “Privacy Policy”), is incorporated into this Agreement by reference. Client agrees to the Privacy Policy, including as presented or linked at the point(s) where Client provides information to KHL.
KHL shall provide tutoring and related educational services (which may be delivered in-person at mutually agreed locations within Texas or remotely/online) as described in the Service Order (the “Services”) in accordance with these Terms.
Where Services are provided to or involve a minor student (“Student”), Client represents and warrants that Client is the Student’s parent/legal guardian or has proper legal authority to consent to the Services, and Client is responsible for the Student’s supervision and safety during any session, including for any in-person sessions at Client’s home or other location and for any virtual sessions. KHL does not provide childcare, transportation, or medical services, and may suspend or end a session if KHL reasonably believes continued participation is unsafe or inappropriate. KHL shall use reasonable efforts to meet any performance dates specified in the applicable Service Order, and Client acknowledges and agrees that any such dates shall be estimates only.
Client shall (and, where applicable, shall ensure the Student shall):
If KHL’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or Student, KHL shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Client and Student acknowledge and agree that schools, educational institutions, testing organizations, and application platforms may have rules regarding tutoring, assistance, collaboration, and authorship (including honor codes and application policies). Client and Student are solely responsible for understanding and complying with all such rules. KHL provides tutoring, coaching, editing feedback, and educational guidance only and does not (and will not) impersonate Student, complete graded assignments on Student’s behalf, or submit materials on Student’s behalf. Any essays, responses, applications, or other materials that must be authored by Student must be written by Student. KHL may provide feedback and suggestions, but Client and Student remain solely responsible for the content, accuracy, originality, and submission of all Student work and application materials.
Session dates and times will be scheduled by mutual agreement (including through the Client Portal or by KHL’s administrative team). Client may cancel or reschedule a session without charge if notice is provided at least 24 hours before the scheduled start time. Cancellations or rescheduling with less than 24 hours’ notice, or a Student no-show, may be charged as a completed session (or deducted from any prepaid hours), unless KHL agrees otherwise in writing. Client hereby consents to and authorizes KHL to send transactional communications related to the Services (including scheduling confirmations and reminder emails and SMS/text messages) to the contact information provided during registration and/or in the Client Portal.
In consideration of the provision of the Services by KHL and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Service Order. If Client elects automatic or recurring payments (including for packages, monthly billing, or stored payment methods), Client authorizes KHL and its payment processor(s) to charge Client’s selected payment method for fees, taxes, and approved expenses in accordance with the Service Order and this Agreement until the authorization is cancelled. Client acknowledges that payment processing services are provided by third parties and may be subject to additional terms imposed by such providers.
Client agrees to reimburse KHL for all reasonable travel and out-of-pocket expenses incurred by KHL in connection with the performance of the Services, but only if such expenses are pre-approved by Client in writing (including by email or text) or expressly included in the Service Order.
Client shall pay all invoiced amounts due to KHL within 30 days from the date of KHL’s invoice (or as otherwise stated in the Service Order). Client shall make all payments hereunder in US dollars by the payment method(s) stated in the Service Order (which may include ACH, credit/debit card, or other electronic payment methods).
All amounts payable by Client under this Agreement are due in full without setoff, counterclaim, deduction, or withholding (except to the extent required by applicable law).
If Client purchases prepaid tutoring hours or a package, such hours are usable only for tutoring services provided by KHL, are non-transferable outside Client’s immediate household, and expire eighteen (18) months after purchase (or such other period stated in the Service Order), unless otherwise required by applicable law.
In the event payments are not received by KHL when due (including due to a declined card, ACH return, reversal, insufficient funds, or other failed payment), KHL may: (i) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; (ii) suspend performance for all Services until payment has been made in full; (iii) accelerate all remaining unpaid amounts for packages or prepaid hours (to the extent permitted by applicable law); and (iv) upon written notice, terminate this Agreement and/or any Service Order for nonpayment if Client fails to cure within ten (10) days after notice.
If Client initiates a chargeback, ACH return, reversal, or other disputed payment with Client’s bank, card issuer, or payment provider (a “Chargeback”), the amount subject to the Chargeback will be deemed unpaid and past due unless and until the Chargeback is resolved in KHL’s favor. In addition to KHL’s other rights and remedies under this Agreement, KHL may suspend performance of Services and suspend access to the Client Portal and any Deliverables while a Chargeback is pending. Client agrees to cooperate in good faith with KHL’s reasonable requests for information to contest or resolve a Chargeback. To the extent permitted by applicable law, Client is responsible for any reasonable fees or costs imposed on KHL by payment processors or financial institutions in connection with a Chargeback.
Client shall reimburse KHL for all reasonable costs incurred in collecting past-due amounts, including reasonable attorneys’ fees, court costs, and collection agency fees, to the extent permitted by applicable law.
Client shall be responsible for all sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by any governmental entity on any amounts payable by Client hereunder, excluding any taxes based on KHL’s income.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of KHL in the course of performing the Services, including any items identified as such in the Service Order (collectively, the “Deliverables”) except for any Confidential Information of Client or Client materials shall be owned exclusively by KHL. KHL hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services for Client’s immediate-household, personal, non-commercial educational use.
Client’s license to use the Deliverables and any KHL materials (including session notes, lesson plans, worksheets, assessments, templates, recordings, emails, messages, and other content provided through the Services) is limited to Client’s and Student’s personal, non-commercial educational use within Client’s immediate household (unless otherwise stated in the Service Order). Client and Student will not, and will not permit any third party to: (i) copy, reproduce, distribute, publish, display, transmit, sell, sublicense, rent, lease, loan, or otherwise make available any Deliverables or KHL materials to any person outside the immediate household; (ii) post any Deliverables or KHL materials to public websites, file-sharing services, or social media; (iii) use any Deliverables or KHL materials to train or improve any artificial intelligence or machine learning model, except with KHL’s prior written consent; or (iv) use any Deliverables or KHL materials to build or support a competing service. Any breach of this Section constitutes a material breach of this Agreement and may result in suspension or termination of Services.
Each party (the “Receiving Party”) shall keep confidential and not disclose to any third party any non-public, proprietary, or confidential information of the other party (the “Disclosing Party”) (including pricing and program information, materials, business processes, and other information that is identified as confidential or that reasonably should be understood to be confidential), disclosed in connection with this Agreement (“Confidential Information”), and shall use such Confidential Information solely for purposes of performing or receiving the Services; provided that the foregoing shall not apply to information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of or reference to the other party’s Confidential Information, or (d) is required to be disclosed by law or court order, in which case the receiving party shall, where legally permitted, provide prompt notice to the disclosing party. Notwithstanding the foregoing, KHL may disclose Confidential Information to its employees, contractors (including tutors), and professional advisors who have a need to know for the purposes above and who are bound by confidentiality obligations at least as protective as those in this Section. KHL may also disclose Confidential Information to its third-party service providers (for example, scheduling, communications, testing, and payment providers) to the extent reasonably necessary to provide the Services.
Upon the Disclosing Party’s reasonable written request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession, except that the Receiving Party may retain copies as required by law or in routine backup systems, and any retained Confidential Information will remain subject to this Section. Nothing in this Agreement restricts KHL from disclosing information to comply with applicable law, legal process, or a governmental request, or to respond to emergencies. KHL may make reports to law enforcement or appropriate authorities as required or permitted by law, including where KHL reasonably suspects abuse, neglect, self-harm, or threats of harm.
Client acknowledges and agrees that the Services may involve the collection, use, and storage of personal information about the Student, including where applicable a minor, such as contact information, scheduling details, educational records provided by Client or Student (including test scores), tutoring notes, and communications, as further described in the Privacy Policy. Client represents and warrants that Client is the minor Student’s parent or legal guardian (or has other legal authority) and consents to KHL’s collection, use, and disclosure of the Student’s information as described in the Privacy Policy and as necessary to provide, administer, and improve the Services, including through the Client Portal and communications authorized under this Agreement. Client understands that Student information may include sensitive information (for example, information related to accommodations, learning differences, or disabilities) if Client chooses to provide it, and Client expressly consents to KHL’s processing of such sensitive information for the purposes described in the Privacy Policy and to provide the Services. KHL will use reasonable administrative, technical, and organizational safeguards designed to protect Student information; however, no method of transmission or storage is 100% secure. Client is responsible for ensuring the accuracy of information provided and for not providing information that is not reasonably necessary for the Services.
Client further acknowledges and agrees that KHL’s tutors may have access to Student educational information (such as tutoring materials and performance information) as needed to provide the Services, but tutors are not provided access to Student contact information or intake data except as necessary for scheduling and delivering the Services. KHL may update its access controls from time to time. KHL will process personal information as described in the Privacy Policy for the purposes of providing, administering, and improving the Services.
Client hereby grants KHL the right to take photographic, video, and digital images and recordings of Client and the Student only to the extent Client has separately agreed (or will separately agree) to KHL’s Publicity Waiver and Release presented to Client for affirmative acceptance. If Client does not so agree, KHL will not use Client’s or Student’s likeness for marketing or publicity; provided that KHL may make recordings solely for internal service-quality, training, safety, or documentation purposes where permitted by applicable law and consistent with the Privacy Policy, and only with any legally required notice and consent.
Client acknowledges and agrees that KHL uses third-party service providers to deliver the Services and operate the business (for example, Teachworks for the Client Portal and scheduling and Stripe or other payment processors for payments) and that Student and Client information may be processed by such providers solely for those purposes. Client authorizes KHL to share information with such third parties as reasonably necessary to provide the Services.
From time to time, KHL may suggest or refer Client or Student to third-party products or services (for example, test-prep providers, diagnostic tools, educational apps, schools, evaluators, or other service providers) (“Third-Party Services”). Third-Party Services are provided by independent third parties not controlled by KHL. KHL does not endorse, warrant, or guarantee any Third-Party Services and is not responsible for (and expressly disclaims all liability relating to) the acts, omissions, policies, performance, pricing, availability, or results of any Third-Party Services. Client is solely responsible for evaluating and selecting any Third-Party Services and for complying with any applicable third-party terms and policies.
Client and Student agree to follow all KHL policies provided to Client, including without limitation, Client and Student agree not to: (i) harass, threaten, or abuse any KHL personnel or tutors; (ii) record sessions without the other party’s consent where consent is required by applicable law; (iii) interfere with or disrupt the Client Portal or related systems; (iv) use the Services for unlawful purposes; or (v) misrepresent identity or authority. KHL may suspend or terminate Services for material violations of this Section.
Remote/online Services require compatible devices, software, internet access, and a reasonably quiet environment. KHL is not responsible for interruptions or degraded performance caused by Client’s or Student’s equipment, internet service, or third-party platforms outside KHL’s reasonable control. If a session is materially disrupted due to KHL’s systems or personnel, KHL will use commercially reasonable efforts to reschedule or credit the affected time.
KHL represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
KHL shall not be liable for a breach of the warranty set forth in this Section 17 unless Client gives written notice of the defective Services, reasonably described, to KHL within 10 days of the time when Client discovers or ought to have discovered that the Services were defective. Subject to the foregoing, KHL shall, in its sole discretion, either: (a) re-perform such Services (or the defective part); or (b) credit or refund the price of such Services at the pro rata contract rate.
THE REMEDIES SET FORTH IN THIS SECTION 17 SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND KHL’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 17.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 17 ABOVE, KHL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Client acknowledges and agrees that educational outcomes depend on many factors outside KHL’s control (including Student effort, attendance, curriculum, and school requirements). KHL CANNOT AND DOES NOT GUARANTEE (AND EXPRESSLY DISCLAIMS) ANY SPECIFIC ACADEMIC OUTCOME OR RESULT, INCLUDING GRADES, TEST SCORES, ADMISSIONS, OR SCHOLARSHIPS.
IN NO EVENT SHALL KHL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT KHL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL KHL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO KHL IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitation of liability set forth in Section 19(b) above shall not apply to (i) liability resulting from KHL’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from KHL’s negligent acts or omissions.
KHL shall indemnify Client from and against third-party claims for bodily injury or tangible property damage to the extent caused by KHL’s gross negligence or willful misconduct; provided that KHL shall have no indemnification obligation for (i) ordinary negligence, (ii) economic loss or consequential damages, (iii) intellectual property infringement or misappropriation claims, or (iv) any academic outcomes, including admissions, grades, test scores, or other educational results.
Client shall indemnify, defend, and hold harmless KHL and its members, managers, employees, contractors/tutors, and agents from and against any and all third-party claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Client’s or Student’s breach of this Agreement, (b) Client Materials or information supplied by Client, (c) Client’s or Student’s violation of applicable law or any school/testing/application rules or policies, (d) Client’s or Student’s misuse of any Deliverables, work product, or Services provided under this Agreement, or (e) Client’s or Student’s negligence or willful misconduct.
KHL may terminate Services for convenience upon 30 days’ written notice to Client; provided that any fees for Services performed and any accrued charges through the effective termination date remain due and payable. In addition to any remedies that may be provided under this Agreement, KHL may terminate this Agreement with immediate effect upon written notice to Client if Client: (i) fails to pay any amount when due under this Agreement and such failure continues for 30 days after Client’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
Client may terminate Services upon 30 days’ written notice to KHL. Packages and prepaid hours are refundable in full before the first paid session occurs. After the first paid session occurs, amounts paid are not refundable, except as required by applicable law or as expressly stated in the applicable Service Order. If Client terminates and has unused prepaid hours, Client acknowledges that KHL may have reserved tutor capacity and incurred administrative costs; accordingly, any refund (if permitted) may be subject to a reasonable administrative fee and/or deduction for sessions delivered, as specified in the Service Order or as otherwise agreed in writing.
No waiver by KHL of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by KHL. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
KHL shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of KHL including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, government shutdown, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage. KHL will provide notice to Client of a force majeure event within a reasonable time after becoming aware of it and will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. For clarity, force majeure does not excuse Client’s obligation to pay amounts due for Services already performed or fees otherwise accrued prior to the force majeure event. In the event that KHL’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by either party under this Section, either party may thereafter terminate this Agreement upon 30 days’ written notice.
This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the state of Texas, without giving effect to any conflict of laws provisions thereof. The Parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through non-binding mediation before commencing any action in court. Unless the Parties agree otherwise in writing, mediation will be conducted in Austin, Travis County, Texas. If the dispute is not resolved within ninety (90) days after either Party delivers written notice of the dispute to the other Party (or such longer period as the Parties may agree in writing), either Party may commence an action in a court of competent jurisdiction located in Austin, Travis County, Texas, and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses set forth in the Service Order (or to such other address that the receiving Party may designate from time to time in accordance with this section). This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Except as expressly permitted under Section 25 (Changes to Terms), the Parties may not amend this Agreement except by written instrument signed by the Parties. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in Section 17 to the contrary. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, without the other party’s written consent; provided, however, that KHL may assign, transfer, or delegate any of or all of its rights or obligations under this Agreement if it undergoes a change of control, merger (whether or not such party is the surviving entity), or by operation of law without the prior written consent of Client. Any purported assignment in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Except for the Parties, their successors and permitted assigns, there are no third party beneficiaries under this Agreement. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination. This Agreement may be executed in counterparts. An executed signature page delivered via facsimile transmission or electronic signature (e.g., DocuSign) shall be deemed as effective as an original executed signature page, and the parties hereto consent to do business electronically.
KHL may update these Terms from time to time for future use by posting an updated version with a revised “Last Updated” date. Unless a change is required by law or is administrative in nature, KHL will use reasonable efforts to provide notice of material changes (for example, by email and/or through the Client Portal) and indicate the effective date. Updated Terms will apply prospectively to new Service Orders and Services accepted after the effective date of the updated Terms. If KHL requires existing Clients to accept updated Terms for continued Services, KHL will present the updated Terms for affirmative acceptance in the Client Portal or otherwise; continued use after such presentation will constitute acceptance to the extent permitted by applicable law.