Terms of Website Use

These terms of use ("Terms") govern your use of our website at learnexus.com and the Learnexus application at app.learnexus.com (together, the "Site"). By using Learnexus, you indicate that you accept these terms of use and that you agree to abide and be bound by them.

Information about Us

Learnexus Inc. is a corporation incorporated in the United States. Our principal place of business is in the State of California. Our contact details are set out in Section 25 (Reporting Violations) below.

Accessing Our Site

Our Site is made available free of charge. We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our Site without notice. We will not be liable if, for any reason, our Site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Site. We are not responsible for any failure to access our Site that is beyond our reasonable control.

Using Our Site

You may use our Site only for lawful purposes and in accordance with these Terms. You must not use our Site:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of software or technology, anti-money laundering laws, or sanctions or embargoes imposed by the United States government);
2. To commit fraud or money laundering;
3. In any way that could cause actual or potential harm to any person, including but not limited to minors;
4. For the purpose of harming or attempting to harm minors in any way;
5. To send, knowingly receive, upload, download, use, or re-use any material which does not comply with the content standards set out in these Terms.

You must not use our Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of our Site; or in any way which is unlawful, illegal, fraudulent, or harmful. You must not use our Site to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software. You must not conduct any systematic or automated data collection activities on or in relation to our Site without our express written consent.

The following activities are prohibited:

1. Using our Site in any way that violates any applicable local, state, national, or international law or regulation;
2. Impersonating any person or entity, or falsely claiming an affiliation with any person or entity;
3. Using our Site to send unsolicited commercial communications (spam);
4. Using our Site to engage in any form of harassment, whether direct or indirect, of any person;
5. Using our Site to transmit, or procure the sending of, any advertising or promotional material without our prior written consent;
6. Using our Site to engage in any activity that would constitute a criminal offense or give rise to civil liability;
7. Using our Site to intentionally or recklessly transmit any virus, Trojan, worm, or other malicious material;
8. Using our Site to access without authority any data, material, or other information belonging to any other person;
9. Using our Site to interfere with or disrupt the integrity or performance of the Site, including overloading, flooding, or attacking our servers or networks;
10. Scraping, crawling, or using automated tools (bots, spiders, scrapers) to extract data from the Site without our express written permission;
11. Reverse engineering, decompiling, or disassembling any portion of the Site or its underlying technology;
12. Using the Site to compete directly with Learnexus (e.g., building a similar marketplace using data extracted from our Site);
13. Using our Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of our Site.

The owner of the Site does not make any representation that the materials on our Site are appropriate or available for use in locations outside the United States. Those who choose to access our Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. If you access our Site from outside the United States, you do so at your own risk and you are responsible for ensuring that your use of the Site complies with all applicable laws in the jurisdiction in which you are located. We make no warranty that materials on the Site are appropriate or available for use in any particular location.

The Site and its entire contents—including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the design, layout, and overall appearance of the Site—are the property of Learnexus and are protected by applicable intellectual property laws. You are granted a limited license only, subject to the restrictions provided in these Terms, to access and use the Site and the content on it.

Subject to your compliance with these Terms, you must not:

1. Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from or through the Site;
2. Exploit the Site or any of its content for any commercial purpose without our express written permission;
3. Alter or remove any copyright, trademark, or other proprietary notices from copies of materials on the Site;
4. Use the Site or any of its content to compete directly with Learnexus or to develop a product or service that is substantially similar to or competitive with the Site or any of its content;
5. Use any automated system, including but not limited to robots, spiders, scrapers, or offline readers, to access the Site for the purpose of systematically retrieving content or data from the Site (systematic retrieval).

The Learnexus name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Learnexus Inc. You may not use these marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners. The use of any trademark displayed on the Site is strictly prohibited unless expressly authorized by the trademark owner.

You acknowledge and agree that, in connection with your use of the Site, you may receive or have access to confidential or proprietary information belonging to Learnexus or other users of the Site ("Confidential Information"). You agree to hold all Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than as expressly permitted by these Terms or as authorized by Learnexus. You shall not use any Confidential Information for your own benefit or for the benefit of any third party.

The information provided on our Site is for general informational purposes only. While we endeavor to keep the information on our Site up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the information, products, services, or related graphics contained on the Site for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

We aim to update our Site regularly and may change the content at any time. You should check our Site from time to time to review the then-current content. The content of the pages of this Site is for your general information and use only and is subject to change without notice. We may also update or change the Site from time to time to reflect changes to our products and services, our users' needs, and/or our business priorities and initiatives.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other matter for which it would be unlawful for us to exclude or attempt to exclude our liability.

However, subject to the foregoing:

1. We will not be liable to you for any loss or damage of any kind arising out of or in connection with your use of, or inability to use, our Site, or any content on or accessed through our Site, including but not limited to any direct, indirect, special, incidental, consequential, or punitive loss or damage, or any loss of income, profits, goodwill, data, contracts, or other savings;
2. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our Site or to your downloading of any content from it, or any website linked to it.

We collect certain information about you in accordance with our Privacy Policy. By using our Site, you consent to such collection and agree that we may process and use such information as described in our Privacy Policy. Please review our Privacy Policy to understand our practices regarding your personal data and how we treat your information.

Protecting the privacy of our users, especially children, is very important to us. In compliance with the Children's Online Privacy Protection Act ("COPPA"), our Site is not directed to children under the age of 13. We do not knowingly collect, use, or disclose personal information from children under the age of 13. If you are a parent or guardian and become aware that your child under 13 has provided us with personal information, please contact us at support@learnexus.com so that we may take steps to remove such information and delete it from our records. For more information about how we handle personal data, please review our Privacy Policy.

Any transactions that you enter into through our Site are governed by our Terms & Conditions, which form a separate agreement between you and Learnexus. These Terms of Website Use do not affect your statutory rights relating to any such transactions. Please review our Terms & Conditions carefully before engaging in any transactions through our Site.

"User Content" means any data, text, software, or other materials you post, upload, or otherwise submit to the Site. You must not upload any material to our Site that:

1. Is unlawful, illegal, fraudulent, or harmful, or which is in breach of any applicable local, state, national, or international law or regulation;
2. Is offensive, obscene, indecent, abusive, or otherwise objectionable;
3. Is defamatory of any person, or is threatening, abusive, or harassing;
4. Infringes any copyright, patent, trade secret, trademark, or other intellectual property or proprietary right of any party;
5. Contains any virus, worm, Trojan horse, or other malicious code or material;
6. Consists of or contains spyware, adware, or any similar material;
7. Is otherwise unlawful, or solicits or encourages any unlawful activity, including but not limited to fraud or money laundering.

By submitting User Content, you represent and warrant that you own or control all rights in and to the User Content, that the User Content does not violate, infringe, or misappropriate any third party's intellectual property or other rights, that the User Content is accurate and not misleading, and that the User Content does not violate any applicable law or regulation.

By submitting User Content to our Site, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free, fully paid license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with operating and improving the Site and our services. This license extends to any media or formats known now or developed in the future.

We have the right, but not the obligation, to monitor, edit, or remove any User Content at our sole discretion for any reason, including content that violates these Terms or is objectionable. We are not responsible for, and do not endorse, any User Content posted on the Site. You remain solely responsible for your User Content.

You must not misuse our Site by knowingly introducing viruses, Trojans, worms, logic bombs, or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Site, the server on which our Site is stored, or any server, computer, or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offense under applicable computer misuse laws. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

You may link to our Site from another website, provided that the link does not suggest or imply any endorsement, sponsorship, or affiliation with your website or with you. You must not frame or create framing techniques to enclose any part of the Site or any content on it. You must not use any metatags or any "hidden text" using our name or trademarks without our express written consent. We reserve the right to withdraw linking permission without notice.

Our Site may contain links to third-party websites, services, or resources that are not owned or controlled by Learnexus. These links are provided for your convenience and information only. The content of such third-party websites is outside our control and we do not endorse, review, or approve of, and are not responsible for, any third-party websites or their content. You access such third-party content at your own risk and should review their terms and privacy policies before use. We will not be liable for any loss or damage that may arise from your use of such third-party websites or services.

Certain components of the Site may be subject to separate open source software license terms ("Open Source Licenses"). Where such Open Source Licenses apply, the provisions of those licenses will govern the relevant component in place of the intellectual property provisions of these Terms. Open source software is made available under the terms of the applicable Open Source License, and you agree to comply with the terms of such license. Nothing in these Terms limits your rights under, or grants you rights that supersede, any applicable Open Source License.

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEARNEXUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. LEARNEXUS DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; OR THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEARNEXUS OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

IN NO EVENT SHALL LEARNEXUS, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; (C) ANY CONTENT OBTAINED FROM THE SITE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LEARNEXUS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Learnexus and its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, actions, demands, liabilities, and settlements, including reasonable legal fees and costs, arising from or related to:

• Your use of the Site in violation of these Terms;
• Your violation of any applicable law or regulation;
• Your violation of any rights of a third party, including intellectual property rights;
• Any User Content you submit or transmit through the Site;
• Any breach of your obligations under these Terms.

Learnexus reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Learnexus's defense of such claim.

These Terms are governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions. You agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in California, and you consent to the personal jurisdiction and venue of such courts.

MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of California, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction.

YOU AGREE THAT ANY CLAIM YOU BRING AGAINST LEARNEXUS MUST BE RESOLVED INDIVIDUALLY, AND YOU AGREE NOT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST LEARNEXUS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE YOUR CLAIMS WITH THOSE OF ANY OTHER PERSON, AND THAT THE ARBITRATOR MAY NOT AWARD RELIEF THAT CONFLICTS WITH THE TERMS OF THIS AGREEMENT.

This arbitration provision shall survive the termination of your relationship with Learnexus. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator may award any relief that a court of competent jurisdiction could award, including temporary, provisional, or permanent injunctive or declaratory relief. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will make reasonable efforts to provide notice prior to any new terms taking effect, such as posting the updated Terms on the Site with a revised "Last Updated" date. What constitutes a material change will be determined at our sole discretion. It is your responsibility to review these Terms periodically.

Your continued use of the Site after the date any changes become effective constitutes your acceptance of the new or revised Terms. If you do not agree with the revised Terms, you must stop using the Site immediately.

(a) Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be waived, such waiver shall not be deemed a continuing waiver of such provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

(b) Severability

If any provision of these Terms is held to be unenforceable or invalid by any court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

(c) Entire Agreement

These Terms, together with any amendments and any additional agreements you may enter into with Learnexus in connection with the Site, constitute the entire agreement between you and Learnexus regarding the use of the Site, and supersede any prior agreements with respect to the subject matter hereof.

(d) Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

(e) No Agency, Partnership, or Joint Venture

Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and Learnexus. The relationship between you and Learnexus is that of user and provider.

(f) Assignment

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including to any affiliate or successor entity. Any attempted assignment or transfer in violation of this provision shall be void.

(g) Export Laws

You may not use the Site if you are located in a country embargoed by the United States or if you are on any U.S. Government list of prohibited or restricted parties. You may not use the Site in any manner that would violate any applicable export control laws or regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce.

To report violations of these Terms of Website Use, or if you have any questions about these Terms, please contact us at: