1. PARTIES, STATUS, AND LEGAL DISCLAIMERS
1.1This Agreement is between Czerwonka Educational Consulting, LLC, a Delaware limited liability company ("CEC"), and the individual Student identified in the purchase record. The Student acknowledges that CEC is operated by its principal, Christopher Czerwonka, J.D., who is admitted to practice law in the State of New York ("Principal"), and that the Student is contracting solely with CEC and not with the Principal or any individual in a personal capacity.
1.2This Agreement creates an educational services engagement only. No attorney-client relationship is formed between CEC or the Principal and the Student by virtue of this Agreement, the provision of Live Services, or any communications between the parties. Nothing delivered under this Agreement—including feedback on written work, mock exam grading and analysis, the repeat-taker diagnostic, MPRE tutoring, or ADA Accommodation Support—constitutes legal advice. The Student shall not rely on any materials or communications as a substitute for the advice of a licensed attorney in the Student's jurisdiction.
1.3The Bar Exam Command Center platform is governed exclusively by its Terms of Service, which are incorporated by reference solely with respect to platform use. This Agreement governs Live Services. This Agreement and the Terms of Service are complementary instruments; any divergence between them shall be treated as an error to be corrected rather than a conflict to be resolved against the Student.
2. DEFINITIONS
2.1"A La Carte Hours" means additional whole-hour blocks of Live Services purchased by a Student who has exhausted a purchased Full Prep Package, priced at the Student's Tier Rate and subject to the terms of this Agreement; synonymous with Continuation Hours.
2.2"ADA Accommodation Support" means Live Services provided to assist a Student in preparing documentation or strategies related to accommodations on a bar examination, which services do not constitute legal advice and do not create an attorney-client relationship.
2.3"Agreement" means this contract between CEC and the Student, including all exhibits, schedules, and attachments hereto, as may be amended from time to time by written agreement of the parties.
2.4"AI" means artificial intelligence, including large language models and other machine-learning systems used to generate or assist in generating instructional content or analysis.
2.5"Bar Exam Command Center" or "Command Center" means CEC's proprietary online platform through which Students access practice materials, outlines, question banks, and performance tracking, which platform is governed exclusively by the Terms of Service and does not constitute a Live Service.
2.6"Business Day" means every calendar day except for any day on which a bar examination is administered to standard-time applicants in any UBE jurisdiction, and the two (2) calendar days immediately following such an examination.
2.7"Cancellation" and "No-Show" have the meanings given in Section 7.1. Cancellations are unlimited and carry no consequence of any kind; the consequences of No-Shows are set out in Sections 7.3 and 7.5.
2.8"CEC" means Czerwonka Educational Consulting, LLC, a Delaware limited liability company with its principal mailing address at 2093 Philadelphia Pike, Suite #4231, Claymont, DE 19703, and its successors and permitted assigns.
2.9"Continuation Hours" means additional whole-hour blocks of Live Services that a Student who has exhausted a purchased Full Prep Package may purchase at their own Tier Rate, as set forth in Section 5; synonymous with A La Carte Hours.
2.10"Deferral" means a Student's election to postpone their target bar examination to a future administration, which requires no approval and preserves all unused hours and platform access continuously through the deferred cycle as set forth in Section 11.
2.11"Examination Cycle" means the period beginning on the date the Student executes this Agreement for a Full Prep Package aimed at a specific bar examination administration and ending on the date official examination results for that administration are released, or, in the case of a Deferral or exercise of the Pass Guarantee, through the end of the deferred or repeated administration's results release date.
2.12"Full Prep Package" or "Package" means the sole initial educational product sold by CEC to a new Student, available in tiers offering Live Services and access to the Bar Exam Command Center, with $500 of the total purchase price allocated to Command Center access, as set forth in Section 4.
2.13"Live Services" means 1-on-1 tutoring, mock exam grading and analysis, the repeat-taker diagnostic, MPRE tutoring, and ADA Accommodation Support, delivered live remotely by video in whole-hour blocks (mock exam grading and analysis being delivered in writing, and the repeat-taker diagnostic being complimentary, under Section 3.2), and excluding access to or use of the Bar Exam Command Center platform.
2.14"Pass Guarantee" means the limited contractual remedy set forth in Section 10, under which a Student who satisfies the specified conditions and does not pass their target bar examination is entitled to one further round of preparation at the purchased tier at no additional charge.
2.15"Platform Access" means the Student's license to access and use the Bar Exam Command Center during the applicable Examination Cycle, which carries the notional $500 allocation described in Section 3.4 and terminates upon a Refund request or the conclusion of the Examination Cycle (as extended by a Deferral under Section 11 or a guarantee round under Section 8.3), whichever occurs first.
2.16"Principal" means Christopher Czerwonka, J.D., admitted to practice law in the State of New York, who operates CEC.
2.17"Refund" means the return to the Student, under Section 9, of every amount the Student has paid under this Agreement, available on request at any time during the Refund Window defined in Section 9.1 and not otherwise, save as Sections 6.13, 13.2, 15.2 and 17.3 provide.
2.18"Sessions" means individual 1-on-1 tutoring sessions, MPRE tutoring sessions, or ADA Accommodation Support sessions, each delivered remotely by video in whole-hour blocks of a length the Student chooses under Section 6.10.
2.19"Student" means the individual who purchases a Full Prep Package or Continuation Hours under this Agreement and receives Live Services and Platform Access.
2.20"Successor" means Eteri Czerwonka, the designated successor-in-interest to CEC, who assumes CEC's obligations upon a triggering event as set forth in Section 15.1.
2.21"Target Jurisdiction" means the UBE jurisdiction in which the Student intends to take the bar examination, as recorded in this Agreement at signing. The Student may change the Target Jurisdiction at any time before sitting the examination by written notice to CEC. No consent or counter-signature from CEC is required, and CEC may not refuse or condition the change; notice is asked for only so that preparation and the applicable cut score can be adjusted while that is still useful to the Student.
2.22"Terms of Service" means the published terms and conditions governing use of the Bar Exam Command Center platform, available at czerwonkalegal.com, as amended from time to time, which are incorporated by reference solely with respect to platform use and do not govern Live Services.
2.23"Tier Rate" means the per-hour rate at which Live Services are valued for a Student based on the Package tier purchased ($200 per hour for the 10-hour Package, $150 per hour for the 20-hour Package, and $150 per hour for the Unlimited Tier), which rate is retained permanently once earned, applies to any Continuation Hours purchased, and is the rate used wherever this Agreement values an hour of Live Services.
2.24"Unlimited Tier" means the Full Prep Package tier priced at $5,000, which provides an unlimited number of Live Service hours across the Examination Cycle, delivered in the Student's Committed Slots under Section 6.2 and in any further hours CEC has available under Section 6.12, with no exhaustion point and therefore no occasion to purchase Continuation Hours.
3. SCOPE OF SERVICES AND PLATFORM DISTINCTION
3.1CEC provides two distinct categories of educational products under this Agreement: Live Services and access to the Bar Exam Command Center platform ("Platform Access"). The distinction between these categories is material to product pricing, the limitation of liability, and the governing legal terms.
3.2Live Services consist of 1-on-1 tutoring, mock exam grading and analysis, the repeat-taker diagnostic, MPRE tutoring, and ADA Accommodation Support. Live Services other than mock exam grading and analysis are delivered remotely by video in whole-hour blocks. Mock exam grading and analysis is delivered in writing, is included with every Package, consumes no Live Service hours, and is not separately charged. The diagnostic, for every Student and including the repeat-taker diagnostic, is complimentary: it is not billed, is not deducted from the Student's hours, and does not count toward the fourth hour under Sections 4.6 and 9.1 or toward any other count of hours under this Agreement. All Live Services are governed exclusively by this Agreement.
3.3The Bar Exam Command Center is CEC's proprietary online platform through which Students access practice materials, outlines, question banks, and performance tracking. The Command Center is not a Live Service. Access to and use of the platform is governed exclusively by the Terms of Service, which are incorporated by reference solely with respect to platform use and do not govern Live Services.
3.4The Full Prep Package is the sole initial educational product sold by CEC to a new Student and includes both Live Services and Platform Access. Live Services are not sold on a per-session or trial basis, and no entry product below the Package exists. Of the total Package purchase price, $500 is notionally allocated to Platform Access. That allocation exists for two purposes only: the limitation of liability in Section 8.2 and the Terms of Service, and the renewal credit in Section 8.3. It is not a charge in addition to the Tier Rate, and it is not a separately refundable sum: the Tier Rate multiplied by the Package hours is the whole Package price, and every refund under this Agreement is computed under Section 9 without any addition or deduction for the allocation.
3.5Continuation Hours are available solely to a Student who has purchased and exhausted a Full Prep Package. Continuation Hours carry the same Tier Rate and Pass Guarantee protections as the Student's original Package, are paid for before they are delivered, do not expire (Section 3.7), and are not refundable except as Sections 6.13, 13.2, 15.2 and 17.3 provide. Unlimited Tier Students have no exhaustion point and are ineligible to purchase Continuation Hours.
3.6Live Services are delivered personally by the Principal. CEC shall not substitute another instructor, subcontract delivery, or otherwise assign the delivery of Live Services to any other person. The sole exception is a triggering event under Section 15.1, upon which the Student's remedy is the refund provided by Section 15.2 rather than delivery by a substitute instructor. The Student is never reassigned without their consent.
3.7Live Service hours purchased by the Student do not expire. Unused hours remain available to the Student across any Deferral under Section 11 and across successive Examination Cycles, without time limit, until used, or refunded under Section 9, 15.2, or 17.3. This Section does not extend Platform Access, which is governed by Section 8.
4. PURCHASE TIERS, PRICING, AND EXCLUSIVITY
4.1The Full Prep Package is the sole initial educational product sold by CEC to a new Student. No per-session purchases, trial sessions, or entry products below the Package are available. The Package is offered in three tiers:
(a) 10-hour Package: 10 hours of Live Services for $2,000 (Tier Rate of $200 per hour);
(b) 20-hour Package: 20 hours of Live Services for $3,000 (Tier Rate of $150 per hour); and
(c) Unlimited Tier: unlimited Live Services for a total of $5,000, delivered in the Committed Slots and in any further hours CEC has available (Section 6.12). The price is fixed however many hours are delivered; the Tier Rate of $150 per hour is used only where this Agreement values an hour of Live Services.
4.2All Package prices are all-inclusive of Live Services and Platform Access, with $500 of each Package price allocated to Platform Access. The Package price for the tier purchased is the whole amount payable for Live Services in that Examination Cycle; nothing beyond it is ever owed for those hours, however the Sessions fall; Continuation Hours are priced separately under Section 5.
4.3A Student who purchases a Full Prep Package has the exclusive right to the Committed Slots agreed under Section 6.2, held for the duration of the Examination Cycle.
4.4The Tier Rate earned upon purchasing a Package is permanent and does not increase once the Package's hours have been delivered.
4.5A Student who has exhausted a purchased Package may purchase Continuation Hours at their established Tier Rate in whole-hour blocks only, paid for before delivery. Continuation Hours carry the same protections and guarantee applicability as Package hours, and the refund terms stated in Section 3.5. The Unlimited Tier has no exhaustion point and therefore no occasion to purchase Continuation Hours.
4.6Fifty percent (50%) of the Package price (the "Deposit") is payable on the invoice CEC issues upon the Student's execution of this Agreement under Section 22.2, and is due before any Session is scheduled. Payment of the Deposit secures the Student's Committed Slots under Section 6.2, whereupon CEC provisions the Student's Command Center account and Platform Access opens under Section 8. The remaining fifty percent (50%) (the "Balance") is due no later than the delivery of the fourth (4th) hour of Live Services. CEC invoices the Balance on delivery of the third hour, or before any Session in which the fourth hour would be delivered, whichever is earlier, and no hour beyond the fourth is scheduled or delivered while the Balance remains unpaid. The Deposit is $1,000 on the 10-hour Package, $1,500 on the 20-hour Package, and $2,500 on the Unlimited Tier; the Balance is the same amount in each case, and the two together are the whole of the Package price.
4.7Payment is made by the Student against CEC's invoice through CEC's payment processor, Square. CEC does not require a payment card on file, does not store card details, and makes no charge to the Student other than the Student's own payment of an invoice for the Deposit, the Balance, or Continuation Hours.
4.8Where the Refund Window closes under Section 7.5 before the Balance has been paid, the Balance is not accelerated. It remains payable, as Section 4.6 provides, before any hour beyond the fourth is delivered, and the Student's hours up to the fourth remain available under Section 3.7 without further payment.
5. CONTINUATION HOURS AND PERMANENT TIER RATES
5.1Continuation Hours are priced at the Student's own Tier Rate in effect at original Package purchase ($200 per hour for a 10-hour Package purchaser, or $150 per hour for a 20-hour Package purchaser). A Student's Tier Rate is permanent once earned and shall not increase upon Package exhaustion or purchase of Continuation Hours. Continuation Hours are for further hours within the Student's current Examination Cycle, including any Deferral of it. A Student returning for an unrelated later administration renews under Section 8.3 instead, and may choose a renewal over Continuation Hours whenever both are available; where a renewal would cost less than the Continuation Hours the Student wants, CEC will say so before selling either.
5.2Continuation Hours carry the same terms, conditions, and protections as Package hours, including:
(a) counting toward satisfaction of the Pass Guarantee under Section 10;
(b) no expiry under Section 3.7, and the refund terms stated in Section 3.5; and
(c) governance by the scheduling, cancellation, and non-attendance provisions under Sections 6 and 7.
5.3A Student who wishes to continue gives CEC notice, in any form, by the end of the Session in which the last hour of the Package is delivered, stating the number of Continuation Hours wanted. CEC then invoices those hours. Payment within ninety-six (96) hours of that last Session binds CEC to deliver them in the Student's Committed Slots (Sections 6.2 and 6.3); payment after that still purchases the hours, but the slots may no longer be available. On payment the Continuation Hours become part of this Agreement without further execution under Section 22.2: the receipt for the payment is the supplemental agreement adding them, and every term of this Agreement applies to them.
6. SCHEDULING AND COMMITTED SLOTS
6.1CEC schedules all Package Sessions directly with the Student. The public booking calendar is for consultations only and is not used to book Sessions under this Agreement.
6.2At the consultation the Student states how many hours a week they want and when. CEC agrees to those times only if it can hold them, and otherwise asks the Student to choose other times before this Agreement is sent for signature. The times so agreed are recorded in Section 22.1 as the Student's "Committed Slots". CEC covenants to hold every Committed Slot for the Student for the duration of the Examination Cycle, for so long as the Student holds purchased hours to fill it, which on the Unlimited Tier is the whole cycle (Section 6.3 says how a slot ends, including the ninety-six (96) hour hold after the last hour of a finite Package), and shall not sell, reassign, or make any Committed Slot available to any other person or purpose during that time. There is no cap on the hours a Student may commit in a week: a Student may take all the hours of a 10-hour Package in a single week if CEC has them to sell.
6.3The Committed Slots belong to the Student and do not lapse or expire for non-use within the Examination Cycle. They end in these circumstances and no others: (a) forfeiture on the third No-Show under Section 7.5; (b) the Student's notice that they are finished under Section 9.3, a Refund under Section 9.1, or a termination under Section 17; (c) lapse ninety-six (96) hours after the last hour of a 10-hour or 20-hour Package is delivered, unless Continuation Hours are paid for within that time under Section 5.3, in which case the same Committed Slots continue, guaranteed; (d) re-agreement on a Deferral under Section 11.3 where CEC cannot hold them into the deferred cycle; (e) a triggering event under Section 15.1; and (f) the end of the Examination Cycle. After a lapse under (c), Continuation Hours may still be purchased, but the slots may have been given to another Student, and times are then agreed under Section 6.2 subject to CEC's availability. Using up the hours of a Package never ends Platform Access (Section 8.1).
6.4Holding Committed Slots removes that time from CEC's inventory. The consideration CEC receives for holding them is the Deposit under Section 4.6, together with the Student's commitment to the Package itself. CEC does not charge for a canceled or unattended Session (Section 7), and the covenant in Section 6.2 is CEC's own: a Committed Slot that CEC moves earns the Student the remedy in Section 6.13, the first move excepted as that Section provides.
6.5All Sessions are delivered remotely by video in whole-hour blocks. CEC is closed on any day a bar examination is administered to standard-time applicants in any UBE jurisdiction, and on the two calendar days immediately following such examination.
6.6Subject to Sections 6.7 and 6.8, CEC's capacity in any week is what remains once the Committed Slots it has agreed to hold are taken out. Hours outside a Student's Committed Slots, whether additional hours or a Session the Student asks to move, are subject to CEC's availability and are never guaranteed (Section 6.12).
6.7CEC's teaching days during an Examination Cycle are Tuesday, Thursday, Friday, Saturday, and Sunday, between 6:00 a.m. and 11:00 p.m. Eastern time. No Session carries any surcharge, premium, or differential rate by reason of the hour or day on which it falls, including evenings and weekends. CEC does not deliver Live Services on Mondays or Wednesdays. The seventy-two (72) hour turnaround under Section 13.1 runs continuously and is unaffected by CEC's non-teaching days.
6.8During the fourteen (14) calendar days immediately preceding the administration of the bar examination in the Student's Target Jurisdiction, CEC's availability on its teaching days extends to all twenty-four (24) hours of the day. A Session scheduled to begin outside the hours stated in Section 6.7 requires not less than twenty-four (24) hours' notice, and carries no surcharge, premium, or differential rate. This Section extends the hours at which Sessions may be scheduled. CEC covenants that a Session scheduled under this Section is subject to Section 7 exactly as any other Session and to nothing more: Cancellations are unlimited and free, a No-Show is counted under Section 7.3 and carries no further consequence under this Section, and extended availability ends only when the Committed Slots themselves end under Section 6.3. This Section creates no additional charge.
6.9CEC shall enroll no more than twenty (20) Students in any Examination Cycle, and fewer where the hours committed to enrolled Students require it. This cap exists so that the personal review commitment in Section 12.2 and the turnaround guarantee in Section 13.1 remain deliverable by one person. CEC marks a tier sold out rather than exceed it.
6.10The length of each Session is the Student's choice, in whole hours, from one (1) to three (3) hours. No Session exceeds three hours except a Proctored Mock Examination administered with extended time under Section 6.11. CEC recommends one to two hours per Session; the recommendation is CEC's and the decision is the Student's. Each Committed Slot is held at the length the Student chose for it, and the Student may change that length for future weeks on notice, subject to CEC's availability where the slot grows.
6.11A "Proctored Mock Examination" is a live, proctored sitting of a full-length practice examination, administered by video over three (3) hours or, for a Student entitled to extended time as a testing accommodation, over the extended time to which the Student is entitled. Two (2) Proctored Mock Examinations are included in every Package, and two (2) more in any further round under Section 10.4; they are not deducted from the Student's hours, do not count toward the Package price under Section 4.2, and do not count toward the fourth hour under Sections 4.6 and 9.1, but their time does count toward the ten hours under Section 10.1(a). Any further Proctored Mock Examination is deducted from the Student's hours at the lesser of three (3) hours or the time actually used, rounded up to the next whole hour. Where a Proctored Mock Examination is longer than the Student's Committed Slot, it is administered at no additional charge either in an alternate time in the same week, which replaces one or more of the Student's Committed Slots that week, or by extending a Committed Slot, in each case subject to CEC's availability. A rearrangement made to accommodate a Proctored Mock Examination is the one CEC-initiated move that does not earn the hours provided by Section 6.13. CEC recommends one Proctored Mock Examination at the midpoint of the Package and one at its end, and in any case no later than fourteen (14) days before the examination so that its results remain actionable. Written grading and analysis of every mock examination, proctored or not, remains included without limit under Sections 3.2 and 13.
6.12A Student may ask for more hours in a week than their Committed Slots provide, may ask to move a Committed Slot to another time, and may re-allocate hours from the initial schedule at any time. CEC accommodates such requests where it has the time available; hours outside the Committed Slots are subject to CEC's availability and are not guaranteed. A change made at the Student's request is not a move by CEC under Section 6.13, and a Committed Slot the Student moves away from in one week remains held for them in every later week unless they release it.
6.13If CEC moves, shortens, or cancels a Committed Slot, or does not appear for it, for any reason or no reason, including a reason beyond CEC's reasonable control under Section 21.5 and however much notice CEC gives, CEC shall reschedule the affected Session at the first time the Student finds acceptable, and the next two (2) hours of Live Services thereafter delivered to that Student shall not be counted as hours used: they are not charged, are not deducted from the Student's purchased hours, and do not count toward the Package price under Section 4.2, while still counting toward hours completed for the purposes of Section 10.1. On the Unlimited Tier, where hours are not deducted, the remedy is instead $150 in cash for each such move, paid to the Student as a partial refund within ten (10) calendar days on the timing in Section 9.5. The first such move over the life of the Package carries no consequence for CEC beyond the rescheduling, just as the Student's first two No-Shows carry none under Section 7.3. Every move after the first earns the remedy. The Student need not show any inconvenience, and CEC's reason is never in issue. The exceptions are a rearrangement made to accommodate a Proctored Mock Examination under Section 6.11 and a re-agreement of slots on a Deferral under Section 11.3, neither of which earns the remedy.
7. CANCELLATIONS, NO-SHOWS, AND SLOT FORFEITURE
7.1A Student may cancel a scheduled Session at any time and for any reason or no reason by notice to CEC in any form (a "Cancellation"), provided the notice is sent before fifteen (15) minutes have elapsed from the Session's scheduled start time. Cancellations are unlimited and carry no consequence of any kind: no Cancellation results in any charge to the Student, is treated as delivered, is deducted from the Student's hours, or counts toward the Package price under Section 4.2, however little notice is given and however often it happens. Where fifteen (15) minutes have elapsed from a Session's scheduled start time and the Student has neither appeared nor sent word in any form, the Session is a "No-Show". Word sent before that mark makes the Session a Cancellation whatever it says; word sent after it does not convert a No-Show into a Cancellation.
7.2The Student is never required to give a reason for a Cancellation, and CEC will not ask for one. The word that makes a non-attendance a Cancellation rather than a No-Show need say only that the Student will not be there. Students under this Agreement are practicing or qualifying professionals, and CEC proceeds on the basis that a Student who cancels has a good reason.
7.3The first two (2) No-Shows over the life of the Student's Package carry no consequence: no charge, no deduction of hours, and no effect on the Committed Slots. No No-Show is ever charged or deducted from the Student's hours, whatever its number. After each No-Show CEC shall give the Student written notice stating the running count, so that the consequence in Section 7.5 can never arrive unannounced.
7.4Where a Student does not attend a scheduled Session without word, CEC shall attempt to contact the Student within twenty-four (24) hours to confirm the Student's wellbeing and to give the notice required by Section 7.3. That contact seeks no explanation and carries no charge.
7.5On the third (3rd) No-Show over the life of the Student's Package: (a) the Student's Committed Slots under Section 6.2 are forfeited, and CEC may reassign them; (b) the Refund Window under Section 9.1, if still open, closes, and every amount the Student has paid under this Agreement is retained by CEC; and (c) the Student's purchased hours are unaffected and remain available under Section 3.7. A Student whose slot has been forfeited may return at any time and schedule those hours, at the same Tier Rate and on the same terms, at such times as CEC then has available; CEC does not guarantee that the original times, or any committed time, will be available to them. Where the Balance is unpaid at the time of forfeiture, Section 4.8 applies.
7.6CEC's moving, shortening, or canceling of a Committed Slot, or failure to appear for one, is governed by Section 6.13, whatever the notice and whatever the reason.
8. PLATFORM ACCESS, DURATION, AND CYCLE BOUNDARIES
8.1Platform Access is included in every Full Prep Package and is bounded by the Examination Cycle recorded in this Agreement at signing. Access begins when, on payment of the Deposit under Section 4.6, CEC creates the Student's Command Center account and emails the Student a link to set their password, and continues through the conclusion of that Examination Cycle whether or not the Package's hours have been used up: exhausting hours never ends Platform Access, which runs for the full Examination Cycle and any further cycle under Section 8.3. Command Center accounts are created by CEC only; there is no self-service registration. The target Examination Cycle changes automatically upon a Deferral under Section 11, which requires no agreement, approval, or counter-signature from CEC; nothing in this Section limits that right. It may otherwise be changed by written agreement of the parties.
8.2The Bar Exam Command Center is not sold separately and cannot be purchased on its own. The $500 allocation within each Package price is notional (Section 3.4) and fixes the value of Platform Access for liability allocation only; CEC's aggregate liability arising from or relating to the Bar Exam Command Center shall not exceed $500 per Student per Examination Cycle.
8.3Platform Access also covers any later Examination Cycle in which the Student exercises the Pass Guarantee under Section 10, restoring access for the retake cycle at no additional charge. Access covers no other cycle, and a Student returning for an unrelated later administration must purchase a new package or renew at the same tier for $500 less than the standard Package price. The renewal credit is available only where an earlier Package was not refunded in full under Section 9.
8.4On a Deferral under Section 11, Platform Access remains live continuously from the date the account is created under Section 8.1 through the end of the deferred Examination Cycle, with no suspension during the gap between administrations.
8.5Platform Access terminates, and the Student's license to access the Bar Exam Command Center ceases immediately, upon the earlier of: (a) the Student's request for a Refund under Section 9, or (b) the conclusion of the applicable Examination Cycle.
9. REFUND WINDOW, STOPPING, AND REFUND TIMING
9.1Until the fourth (4th) hour of Live Services has been delivered (the "Refund Window"), the Student may request a Refund at any time, for any reason or no reason. A Refund returns every amount the Student has paid under this Agreement, including the Deposit and any Balance paid ahead of its due date, without any deduction for the hours already delivered or for Platform Access used. The $500 Platform Access allocation is part of what comes back, not an addition to it. The sole conditions are that the request is sent while the Refund Window is open, and that Platform Access terminates upon the request as provided in Section 8.5. A request is timely if it is sent before the fourth hour has been delivered, measured in the Student's local time zone, whatever time CEC opens it (Section 20.1). The Student should keep the sent message in their sent-mail folder. If a technical error means the message does not reach CEC, or reaches CEC without its timestamp, a screenshot of the sent message showing its dispatch time is conclusively accepted as proof of timely dispatch, and CEC retains no discretion to dishonor it. Where a Session would carry delivery past the fourth hour, the Refund Window stays open until that hour is actually delivered, so a request sent before or during that Session, up to that moment, is timely. Hours that are not deducted from the Student's purchased hours never count toward the fourth hour: the diagnostic (Section 3.2), a Proctored Mock Examination (Section 6.11), and any hour provided under Section 6.13 or Section 13.2.
9.2The Refund Window closes on the earlier of (a) the delivery of the fourth (4th) hour of Live Services, and (b) the Student's third No-Show under Section 7.5. Once it has closed, no amount paid under this Agreement is refundable except as Sections 6.13, 13.2, 15.2 and 17.3 provide, and the Student's undelivered hours are governed by Section 3.7: they do not expire, and they remain the Student's to use.
9.3Stopping is always free of any further charge, whether or not the Refund Window is open. Because Sessions are pre-scheduled in the Committed Slots under Section 6.2 rather than booked one at a time, a Student stops by giving CEC notice that they are finished, whereupon CEC shall release all remaining Sessions in the Committed Slots. Notice may be given in any form and requires no explanation. Sessions so released incur no charge of any kind and are not non-attendance for the purposes of Section 7. Nothing further is payable after such notice unless the Student later asks for hours beyond those already paid for, in which case Section 4.6 or Section 4.5 applies to those hours.
9.4The $500 Platform Access allocation is notional. It is contained within the Package price, and therefore within the Deposit; it is not charged in addition to the Tier Rate, is never a separately refundable sum, and is never deducted from a refund on account of Platform Access used. Within the Refund Window it comes back because everything comes back. After the Refund Window it is governed by Section 9.6 like every other dollar of the Package price.
9.5CEC shall process every Refund within ten (10) calendar days of the Student's request. Day one is the calendar day after the day on which the Student sends the request (Section 9.1), and the Refund is processed when it has been issued through CEC's payment processor on or before day ten. The date on which the amount is credited to the Student's account depends on the Student's financial institution and is not within CEC's control.
9.6Wherever this Agreement provides for a refund after the Refund Window has closed (Sections 15.2 and 17.3), the amount is every amount the Student has paid under this Agreement, including for Continuation Hours, less the value of the Live Services delivered at the Student's Tier Rate, and never less than zero. On the Unlimited Tier, delivered hours are valued at $150 each for this purpose. No addition is made for the $500 Platform Access allocation, which the Package price already contains, and no deduction is made for Platform Access used. This is the only formula by which a refund outside the Refund Window is computed.
10. THE PASS GUARANTEE: CONDITIONS AND REMEDIES
10.1The Pass Guarantee is a limited contractual remedy available to a Student who satisfies all of the following conditions precedent during the Examination Cycle for which the Package was purchased (and which is "earned" for the purposes of Section 15.3 only upon satisfaction of these conditions and the receipt of a failing result under Section 10.2):
(a) The Student completed at least ten (10) hours of Live Services (including Continuation Hours, if any, and including the time of any Proctored Mock Examination under Section 6.11); and
(b) The Student completed every assignment provided by CEC. Compliance is measured by good-faith effort. A good-faith effort is any attempt, however flawed, at an answer to the question or task presented. An attempt falls short of this standard only where the response identifies no area of law germane to the question or task set; that is the single test, and it is the same test stated in Section 10.8. For the avoidance of all doubt, any response of at least five (5) sentences that identifies, at a minimum, the broad subject area tested (for example torts, criminal procedure, or evidence) is conclusively deemed a good-faith effort, and CEC retains no discretion to determine otherwise. If CEC determines a submission is insufficient, CEC shall notify the Student upon review, provide instruction, and request a redo; any redo submitted after that notice restores the Student's good standing regardless of its content, as Section 10.8 provides. No Student may lose the Pass Guarantee on this ground without having first been notified and given the opportunity to redo. Completion status is visible in the Command Center at all times.
10.2Failure of the bar examination is measured against the Student's Target Jurisdiction, or, where the Student sat the examination in a different UBE jurisdiction, against the jurisdiction in which the Student actually sat. A failing score in that jurisdiction qualifies under this Section 10 regardless of whether the same score would have passed in another jurisdiction: the Student prepared for, and sat, a particular bar. A failure to give notice of a change under Section 2.21 does not forfeit the Pass Guarantee. The Pass Guarantee applies equally to repeat takers.
10.3To claim the Pass Guarantee, the Student must send notice to CEC by email to the address set forth in Section 20 within fifteen (15) calendar days of the official release of results for the jurisdiction in which the Student sat (Section 10.2), attaching a copy of the official result letter or portal screenshot showing the failing score. A claim is timely if it is sent at or before 11:59 p.m. on the fifteenth day, measured in the Student's local time zone, whatever time CEC opens it (Section 20.1). The Student should keep the sent message in their sent-mail folder. If a technical error means the message does not reach CEC, or reaches CEC without its timestamp, a screenshot of the sent message showing its dispatch time is conclusively accepted as proof of timely dispatch, and CEC retains no discretion to dishonor it. A claim is invalid only if it is sent after that time; the required proof of the result may follow the notice.
10.4Upon a valid claim, CEC's sole obligation is to provide one further round of Live Services at the Student's original tier and restore Platform Access for that retake cycle (pursuant to Section 8.3) at no additional charge. This further round:
(a) may be used for any future bar examination administration of the Student's choice without deadline; and
(b) does not itself carry a pass guarantee, and no further remedy is available under this Agreement upon a subsequent failure.
10.5A Refund under Section 9 terminates this Agreement under Section 17.2. No Pass Guarantee survives a Refund, whatever hours were completed before it.
10.6Any Live Service hours requested by the Student that CEC was unable to schedule prior to the examination date shall count as hours used for purposes of satisfying the minimum hour condition in Section 10.1(a).
10.7The Pass Guarantee is a limited contractual remedy and does not constitute a representation, warranty, or guarantee that any Student will pass any bar examination. CEC makes no promise regarding examination outcomes, and no liability shall arise from examination failure beyond the remedy provided in this Section 10.
10.8No forfeiture of the Pass Guarantee occurs silently. Where a submission does not identify any area of law germane to the question or task set, CEC shall so advise the Student, shall provide instruction addressed to the deficiency, and shall then afford the Student an opportunity to remediate following that instruction. Any remediation the Student submits following that instruction is conclusively deemed a good-faith effort regardless of its content, on the basis of the attempt having been made, and CEC retains no discretion to determine otherwise. A Student so advised retains all rights under this Section 10 in full. The Pass Guarantee is never lost, reduced, or suspended unless CEC has first given the Student express written notice, instruction, and an opportunity to remediate; absent that notice and opportunity, no act or omission of the Student operates as a forfeiture of any kind.
11. DEFERRAL RIGHTS AND CONTINUITY OF ACCESS
11.1A Student may elect at any time, for any reason or no reason, without fee or approval from CEC, to defer their target bar examination to any future administration in the Target Jurisdiction (a "Deferral"). A Deferral is effective upon written notice to CEC, including by email pursuant to Section 20.
11.2A Deferral is unbounded in time, and a Student may exercise a Deferral more than once. Upon Deferral, the Examination Cycle extends through the deferred administration, which becomes the target administration for all purposes under this Agreement.
11.3A Deferral preserves all purchased benefits in full without reduction or penalty. Any hours of the Package not yet delivered, and any Continuation Hours not yet delivered, carry over to the deferred Examination Cycle and remain available on the same terms; the Package price under Section 4.2 is unaffected by the Deferral. The Student's Tier Rate and applicable Tier terms remain unchanged. The Committed Slots are held through the deferred Examination Cycle where CEC can hold them; where it cannot, CEC agrees new Committed Slots with the Student on the basis of Section 6.2, and that re-agreement is not a move under Section 6.13.
11.4Platform Access remains continuously live from the date the account is created under Section 8.1 through the conclusion of the deferred Examination Cycle, with no suspension or interruption during the gap between administrations. The Student retains full access to outlines, question banks, and performance tracking throughout the Deferral period, as provided in Section 8.4.
11.5A Deferral does not alter the Student's rights under Section 7. Cancellations remain unlimited in every Examination Cycle; the No-Show count under Section 7.3 runs over the life of the Package and is neither reset nor increased by a Deferral. A Deferral does not alter or expand the scope of the Pass Guarantee under Section 10, which continues to apply to the deferred Examination Cycle on its original terms.
12. WORK PRODUCT: AI INTEGRATION AND HUMAN REVIEW COMMITMENT
12.1CEC uses AI as an assistive tool to aid in producing preliminary written feedback and practice content. Student acknowledges and consents to this assistive use of AI, subject to the Student's right of election under Section 12.5, with the understanding that the educational service purchased under this Agreement is the final, human-reviewed output, not raw AI generation.
12.2Except where an election under Section 12.5 is in force, written feedback on Student work is initially drafted by AI and delivered clearly flagged as a preliminary draft. Every preliminary draft is reviewed, edited, and approved by the Principal before being delivered as final feedback. No written feedback is delivered as final without human review. Final feedback is delivered within the period guaranteed by Section 13.1, measured from the Student's timestamped submission.
12.3Practice content, including questions, outlines, and mock examinations, is original to CEC, drafted with AI assistance, and reviewed and approved personally by the Principal before release. No person other than the Principal reviews a Student's submissions, and all instructor feedback is personally written by the Principal (Sections 3.6 and 12.2). CEC does not license practice content from shared third-party question pools and is not affiliated with, endorsed by, or licensed by the National Conference of Bar Examiners.
12.4Accommodations data is never transmitted to any AI processor or included in any AI training corpus or dataset. This exclusion is a material term of this Agreement.
12.5At any time, by written notice to CEC, a Student may elect that work product they submit not be transmitted to any AI system (the “AI Election”). The AI Election takes effect for all submissions made after notice is sent, and may be revoked and reinstated at will, without limit, without charge, and without explanation.
(a) While an AI Election is in force, CEC shall grade and return the Student's submitted work by hand. Hand grading under this Section is provided at no additional charge, consumes no Live Service hours, gives rise to no charge, and does not count against the Package price under Section 4.2.
(b) Hand grading under this Section remains available to a Student who has purchased a Full Prep Package after that Package is exhausted, for the duration of the Student's Platform Access under Section 8, and is not Continuation Hours within the meaning of Section 2.9.
(c) The turnaround guarantee in Section 13.1 applies to hand-graded work without modification. That guarantee measures the Principal's grading rather than any AI output.
(d) The rationale for CEC's use of AI is that it returns immediate preliminary feedback while the Student waits for the Principal's grade. A Student who elects otherwise forgoes speed, not human attention: under Section 12.2 every final grade is the Principal's own work whether or not an AI Election is in force.
12.6The consequences of an AI Election are as follows, and are disclosed before purchase rather than discovered afterward.
(a) Certain Bar Exam Command Center features operate deterministically on AI and cannot function without it, including the real-time courtroom objection simulator. While an AI Election is in force, those features are unavailable to the Student.
(b) No refund, abatement, credit, or reduction of the $500 Platform Access allocation, or of any other portion of the Package price, arises from an AI Election. Platform Access is priced as an integrated whole and is not severable by feature. Section 9 is not engaged by an election under Section 12.5.
(c) CEC discloses subsections (a) and (b) in its published materials before purchase, so that the election is made with knowledge of its consequences.
13. GRADED WORK TURNAROUND AND REMEDY FOR DELAY
13.1CEC guarantees that all written work submitted by the Student for grading and analysis — including mock examinations, essays, and performance tests — will be graded and returned within seventy-two (72) hours of submission, measured continuously including weekends and holidays. That period runs from the timestamp recorded on the Student's submission, and that timestamp governs regardless of whether any AI preliminary draft is generated, delayed, or fails entirely. This commitment is a material term of this Agreement.
13.2If CEC fails to return graded written work within the seventy-two (72) hour period, the Student shall receive one (1) free hour of Live Services as a remedy. This remedy is available regardless of the Student's package or tier. The hour is not charged, does not count toward the Package price under Section 4.2, counts toward hours completed for the purposes of Section 10.1 as hours under Section 6.13 do, never counts toward the fourth hour under Section 9.1, and is not a Session for any purpose under Section 7. CEC publishes this commitment to prospective students without qualification, and it is honored as published: any person who submits written work for grading is entitled to the same remedy whether or not they have purchased a Package, and as to such a person this Section operates as a standing offer accepted by submission. On the Unlimited Tier, where hours are not deducted, the remedy is instead $150 in cash, paid to the Student as a partial refund within ten (10) calendar days on the timing in Section 9.5. Hours provided under this Section 13.2 shall be scheduled at a mutually agreeable time in accordance with Section 6.
13.3CEC shall not accept submissions of written work for grading during the period beginning three (3) calendar days prior to the administration of the bar examination in the Student's Target Jurisdiction through the conclusion of the examination-period closure set forth in Section 6.5. A submission made before the closure begins runs on the ordinary seventy-two (72) hour clock under Section 13.1. A submission made during the closure is deemed submitted on the first Business Day following it, at which time the seventy-two (72) hour window commences.
14. ACCOMMODATIONS DATA AND PRIVACY PROTECTIONS
14.1"Accommodations Data" means any information or documentation provided by or relating to the Student concerning disabilities, medical or psychological conditions, health status, accommodation requests, diagnostic records, or testing authority correspondence, including related notes and strategy records. Accommodations Data constitutes confidential information under this Agreement.
14.2CEC shall collect, store, use, and disclose Accommodations Data solely to provide ADA Accommodation Support under this Agreement, and to implement student accommodations as approved in practice environments. CEC shall not sell, rent, license, commercially exploit, or use Accommodations Data for marketing, research, analytics, or secondary purposes. CEC shall not disclose Accommodations Data to any third party except: (a) as strictly necessary to provide requested ADA Accommodation Support; (b) with the Student's express written consent; (c) to CEC's professional advisors bound by strict confidentiality obligations; or (d) as required by applicable law or valid legal process.
14.3Accommodations Data is strictly excluded from all artificial intelligence (AI) processing. CEC shall not transmit or submit Accommodations Data to any AI processor, training corpus, research dataset, or automated system, nor use it to train or improve any AI model or system. Any breach of this Section 14.3 constitutes an incurable material breach of this Agreement.
14.4CEC shall restrict access to Accommodations Data solely to the Principal, who alone provides ADA Accommodation Support; no other person has access to it. CEC shall implement and maintain administrative, technical, and physical safeguards no less protective than those required by applicable privacy laws for sensitive personal health data to protect against unauthorized access, disclosure, alteration, or destruction.
14.5Upon the earliest of (a) the conclusion of the applicable Examination Cycle, (b) termination of this Agreement, or (c) the Student's written request, CEC shall delete or destroy all Accommodations Data in its possession or control (except to the extent retention is required by applicable law) and provide written confirmation of deletion upon request. Upon request, CEC shall also provide the Student access to their Accommodations Data and correct any inaccuracies.
14.6The obligations and protections under this Section 14 are material terms of this Agreement and shall survive termination of this Agreement for so long as CEC retains any Accommodations Data.
15. CONTINUITY: INCAPACITY, DISCONTINUATION, AND SUCCESSION
15.1The designated successor-in-interest to CEC is Eteri Czerwonka. Each of the following is an independent triggering event, and any one of them alone is sufficient: (a) the death of the Principal; (b) the incapacity of the Principal, whether or not adjudicated; (c) the dissolution, winding up, or discontinuation of CEC's operations for any reason; or (d) the Principal's failure to deliver Live Services for thirty (30) consecutive calendar days following a written request for scheduling by the Student. The Student may invoke clause (d) on the basis of non-delivery alone, without evidence of its cause, and shall never be required to establish any fact concerning the Principal's health in order to obtain the remedy in Section 15.2. Upon any triggering event, the Successor shall automatically assume CEC's obligations under this Agreement as a contractual debt of CEC.
15.2Upon the occurrence of a triggering event under Section 15.1, the Student shall receive a refund computed under Section 9.6, whether or not the Refund Window has closed: every amount paid under this Agreement, including for Continuation Hours, less the value at the Student's Tier Rate of the Live Services delivered. On the Unlimited Tier, where hours are not deducted, the refund under this Section is never less than $500. This refund obligation takes priority over any distributions to members or claimants during winding up under Delaware law.
15.3If a Pass Guarantee under Section 10 has been earned (meaning the Student satisfied all conditions in Section 10.1 and received a failing result under Section 10.2) but not yet exercised at the time of the triggering event, it converts to an immediate cash refund equal to the full price of the Student's purchased Package tier, replacing further Live Services and extinguishing all further Pass Guarantee obligations.
15.4The obligations under this Section 15 shall survive any dissolution, winding up, or termination of CEC and shall bind its successors, assigns, heirs, executors, and administrators. The Student need not identify or locate the Successor for these obligations to operate, and the Student is an intended third-party beneficiary entitled to enforce this Section 15 directly against the Successor.
16. RELATIONSHIP TO EXTERNAL TERMS OF SERVICE
16.1This Agreement and the Terms of Service are complementary instruments governing different subject matters:
(a) This Agreement governs all Live Services, including tutoring, mock exam grading and analysis, the repeat-taker diagnostic, MPRE tutoring, and ADA Accommodation Support.
(b) The Terms of Service govern access to and use of the Bar Exam Command Center platform exclusively.
16.2Neither document asserts priority over the other, and both are intended to state consistent terms regarding their respective subjects. Any divergence between this Agreement and the Terms of Service shall be treated as an error to be corrected rather than a conflict to be resolved against the Student.
16.3The Terms of Service are incorporated by reference into this Agreement solely with respect to platform access and use. Nothing in the Terms of Service governs the provision, scheduling, cancellation, refund, or guarantee of Live Services, and no other external terms, policies, or guidelines shall apply to the Live Services unless expressly incorporated by written agreement of the parties.
17. TERM, TERMINATION, AND SURVIVAL OF OBLIGATIONS
17.1This Agreement commences on the Student's execution of this Agreement under Section 22.2 and continues until the conclusion of the applicable Examination Cycle, unless earlier terminated as provided in this Section 17; provided, however, that where the Student retains unused Live Service hours or an unexercised Pass Guarantee, this Agreement continues in effect as to those hours and that guarantee until they are used, refunded, or exhausted, without time limit.
17.2The Student may terminate this Agreement at any time, for any reason, either by requesting a Refund under Section 9 while the Refund Window is open, or by giving CEC notice under Section 9.3 that they are finished, which requires no Refund request and no explanation. Termination is effective when the Student sends the request or notice (Section 20.1). The sole consequences of Student termination are the Refund under Section 9 where one is available and requested, the cessation of Platform Access under Section 8.5 where a Refund is requested, and otherwise the retention of the Student's paid-for hours under Section 3.7, without any further fee, penalty, or liability.
17.3CEC may terminate this Agreement only if the Student commits a material breach of this Agreement and fails to cure such breach within fifteen (15) calendar days after written notice from CEC specifying the breach. Upon such termination, the Student shall receive a refund computed under Section 9.6 as of the date of termination, paid within the period stated in Section 9.5, whether or not the Refund Window has closed.
17.4Termination or expiration of this Agreement shall not affect any rights or obligations that accrued prior to termination. The following provisions shall survive any expiration or termination: Section 3.6 (personal delivery of Live Services), Section 3.7 (no expiry of Live Service hours), Section 6.13 (moved Committed Slots), Section 9 (Refund Window and Stopping), Section 10 (Pass Guarantee), Section 11 (Deferral), Section 13 (turnaround and remedy), Section 14 (Accommodations Data and Privacy), Section 15 (Continuity and Succession), Section 18 (Dispute Resolution), Section 19 (Governing Law and Jurisdiction), Section 20 (Notices), Sections 21.11 and 21.12 (one-way changes and the rule of construction), this Section 17.4, and any other provision that by its nature is intended to survive.
18. DISPUTE RESOLUTION: INFORMAL NEGOTIATION AND CLASS ACTION WAIVER
18.1Before initiating arbitration or any formal legal action against CEC, the Student agrees to first contact CEC at chris@czerwonkalegal.com with a written description of the dispute and the desired resolution. The parties shall attempt in good faith to resolve the dispute informally for at least thirty (30) calendar days before initiating arbitration or any formal legal proceeding. This informal resolution process is a mandatory condition precedent both to arbitration under Section 18.2 and to filing any formal action.
18.2Any dispute arising out of or relating to this Agreement, the Live Services, or Platform Access that is not resolved informally shall be settled by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. This agreement to arbitrate is governed by the Federal Arbitration Act. Every hearing shall be conducted by videoconference or telephone. The Student understands that the Principal has a mobility disability that makes travel to in-person proceedings impracticable, and that CEC is a remote practice with no premises that delivers every Live Service by video; for these reasons the parties agree that an in-person hearing would be unreasonable, each waives any request for one, and neither party is ever required to travel to be heard. The one exception runs in the Student's favor: a Student who, by reason of their own disability, cannot participate effectively by videoconference or telephone may ask for an accommodation, and the parties and the arbitrator shall settle a format that accommodates both disabilities; that request turns on the Student's need, not on convenience, and does not reopen in-person attendance for any other reason. Where a court proceeding is permitted by this Section and the court allows remote appearance, each party shall request it. CEC shall bear all AAA filing, administration, and arbitrator fees. The arbitrator may award any relief a court could award on the same individual claim, including any remedy available under Sections 9, 10, and 15, and may determine the arbitrator's own jurisdiction and the arbitrability of any claim. Either party may instead bring an individual action in small claims court for disputes within the scope of that court's jurisdiction, and electing to do so is not a breach of this Section. Either party may also seek injunctive relief in court to protect intellectual property or to prevent unauthorized access to the Bar Exam Command Center, without first submitting that request to arbitration. The Student agrees that any dispute will be resolved strictly on an individual basis and will not bring, join, or participate in any class, collective, consolidated, or representative action against CEC in any forum. This class action waiver is part of, and inseparable from, this agreement to arbitrate.
18.3The obligations and waivers in this Section 18 shall survive any expiration or termination of this Agreement. If the class action waiver in Section 18.2 is held unenforceable as to any claim, that claim shall be severed from arbitration and resolved in a court identified in Section 19.2, and the remaining claims shall proceed in arbitration; under no circumstances shall any class, collective, consolidated, or representative proceeding be arbitrated. If any other provision of this Section 18 is held to be unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.
19. GOVERNING LAW AND JURISDICTION
19.1This Agreement, and all claims, disputes, or controversies arising out of or relating to it or its subject matter, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, CEC being a Delaware limited liability company. This choice of law does not displace, and is not intended to displace, any consumer protection that the law of the jurisdiction in which the Student resides makes non-waivable; where such a protection applies, it applies notwithstanding this Section.
19.2Subject to the arbitration provisions in Section 18, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the county and state where the Student resides, as determined at the time a proceeding is commenced, for the adjudication of any dispute arising out of or relating to this Agreement. Each party irrevocably waives any objection to venue in those courts based on improper venue, forum non conveniens, or any other ground.
19.3Any judgment entered by a court of competent jurisdiction, and any award rendered in arbitration under Section 18, may be enforced in any court of competent jurisdiction where the party against whom enforcement is sought resides or holds assets.
20. NOTICES AND SERVICE OF PROCESS
20.1Notices, demands, and other communications from CEC to the Student shall be in writing and are deemed given: (a) upon confirmed electronic mail transmission if sent during normal business hours on a Business Day, or on the next Business Day if sent outside normal business hours; (b) three (3) Business Days after deposit in the United States Mail, first-class postage prepaid; or (c) one (1) Business Day after deposit with a nationally recognized overnight courier service, postage prepaid, addressed to the Student in accordance with this Section 20. A notice or communication from the Student to CEC, of any kind under this Agreement, is effective at the moment the Student sends it, measured in the Student's local time zone, whatever time CEC opens it. It may be given in any form this Agreement allows for it. If a technical error means it does not reach CEC, or reaches CEC without its timestamp, a screenshot of the sent message showing its dispatch time is conclusively accepted as proof of when it was sent, and CEC retains no discretion to dishonor it. The deeming rules in this Section never operate against the Student.
20.2Notices to CEC shall be sent to: (a) Email: chris@czerwonkalegal.com; or (b) Mail: Czerwonka Educational Consulting, LLC, 2093 Philadelphia Pike, Suite #4231, Claymont, DE 19703.
20.3Formal service of process on CEC may be made on its registered agent in the State of Delaware: Harbor Business Compliance Corporation, 2915 Ogletown Road, Newark, DE 19713.
20.4Notices to the Student shall be sent to the email address provided at the time of purchase or as subsequently updated in writing. The Student is responsible for maintaining a current email address on file with CEC and checking it regularly for communications under this Agreement.
20.5Pass Guarantee claims under Section 10 shall be submitted by email to chris@czerwonkalegal.com in accordance with Section 10.3. The procedures, evidence requirements, and deadlines set forth in Section 10 govern and are not extended or modified by the general provisions of this Section 20.
20.6Either party may update its notice address by giving written notice to the other party pursuant to this Section 20, which update takes effect five (5) calendar days after transmission where given by CEC, and when sent where given by the Student.
21. MISCELLANEOUS PROVISIONS
21.1This Agreement, together with the Terms of Service solely as provided in Section 16, constitutes the entire agreement between the Student and CEC concerning its subject matter and supersedes all prior agreements, representations, and communications; provided, however, that in the event of any conflict between this Agreement and the published terms on czerwonkalegal.com, the version providing the greater rights or protections to the Student shall prevail. Subject to Section 21.11, this Agreement may be amended or modified only by a written instrument signed by both parties; any purported oral modification or amendment by course of dealing is void.
21.2If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely reflects the original intent and economic effect.
21.3No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof. No waiver shall be effective unless in writing and signed by the waiving party. A waiver on one occasion shall not be construed as a waiver on any future occasion.
21.4The Student may not assign this Agreement or any rights or obligations hereunder without the prior written consent of CEC. Subject to Section 3.6, CEC may assign this Agreement to a successor-in-interest, including the individual designated in Section 15.1, upon written notice to the Student, provided the assignee assumes all obligations in writing. No assignment by CEC transfers the delivery of Live Services, which remains personal to the Principal; upon any assignment the Student's remedy as to unused Live Service hours is the refund provided by Section 15.2 unless the Student consents in writing to delivery by the assignee. Any attempted assignment in violation of this section is void.
21.5Neither party shall be liable for delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, public health emergencies, or internet/telecommunications outages. In such event, CEC shall reschedule affected Sessions at the first time the Student finds acceptable, without charge to the Student, and where the affected Session was canceled by CEC or CEC did not appear, Section 6.13 applies in full notwithstanding the cause. Nothing in this Section 21.5 limits the Student's right to request a Refund under Section 9.
21.6Except as expressly provided in Section 15.4, nothing in this Agreement confers any third-party beneficiary rights or creates obligations enforceable by any person or entity other than the Student and CEC.
21.7The relationship between CEC and the Student is strictly that of independent contractor and client. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship, nor does either party have authority to bind the other.
21.8This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature or electronic transmission shall be fully effective and binding.
21.9Section headings are for convenience only and shall not affect interpretation. Singular terms include the plural and vice versa where context requires. The term "including" means "including without limitation."
21.10Except as expressly provided otherwise in this Agreement, including Section 10.7, all rights and remedies under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies available at law or in equity.
21.11Changes to this Agreement operate in one direction only, as set out in this Section.
(a) Any amendment, revision, or published change to this Agreement or to the terms published on czerwonkalegal.com that confers greater rights, remedies, or protections on the Student, or is otherwise materially beneficial to the Student, binds CEC automatically upon its adoption or publication, without further signature and without notice, and every Student may rely on it as though it had been executed with them.
(b) No amendment, revision, or published change that reduces the Student's rights, remedies, or protections, that increases the Student's obligations, cost, or risk, or that is otherwise materially beneficial to CEC, has any application to a Student who executed an earlier version. That Student is governed by the version they executed, for the whole of their Examination Cycle and for any further administration in which they are exercising the Pass Guarantee under Section 10.
(c) Where a change is beneficial to the Student in part and adverse in part, the Student takes the benefit without the detriment: subsection (a) governs the beneficial parts and subsection (b) the remainder.
(d) The signature requirement in Section 21.1 applies only to changes governed by subsection (b); nothing in Section 21.1 conditions the operation of subsection (a). This Section binds the Successor identified in Section 15.1 and survives under Section 17.4.
(e) Any question as to whether a change is materially beneficial to the Student, or as to which subsection of this Section governs a change, is decided in favor of the Student in every instance. This is a binding rule of decision — upon CEC, and upon any arbitrator or court resolving a dispute under Section 18 — and not a canon of construction to be reached only after other interpretive methods are exhausted.
21.12Wherever two provisions of this Agreement, or this Agreement and the Terms of Service, or this Agreement and the summaries published on czerwonkalegal.com, can be read to differ, the reading more favorable to the Student governs. Like Section 21.11(e), this is a binding rule of decision upon CEC and upon any arbitrator or court resolving a dispute under Section 18, applied first and not as a last resort, and no inconsistency is ever resolved against the Student.
22. SIGNATURES
22.1Agreement Details, completed by CEC from the consultation before the Agreement is sent for signature:
Student: ________________________________________
Package tier and price: ________________________________________
Deposit (50%) / Balance (50%): ________________________________________
Target Jurisdiction: ________________________________________
Examination Cycle (target bar examination administration): ________________________________________
Committed Slots (day, start time, length, each week through the examination): ________________________________________
22.2Acknowledgment & Assent: The Student executes this Agreement through DocuSign, on the envelope CEC sends after the consultation with Section 22.1 completed. The Student's electronic signature in DocuSign is their signature, and the Student acknowledges having read this Agreement in full before signing, including the provisions governing the Deposit and Balance, the Refund Window, the Committed Slots, No-Shows, the Pass Guarantee, and continuity. CEC countersigns in the same envelope, and DocuSign delivers the completed copy, with its certificate of completion, to both parties. No invoice is issued and no Session is scheduled before execution; upon execution CEC issues the Deposit invoice under Section 4.6, and on payment CEC creates the Student's Command Center account under Section 8.1.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates or transaction effective date set forth below.
Czerwonka Educational Consulting, LLC
Signature: _____________________
Name of Signatory: Christopher Czerwonka
Title: Principal
Date: _____________________
Student
Signature: _____________________
Name of Student: _____________________
Email Address: _____________________
Date: _____________________