Learnexus Terms and Conditions
Last Updated: March 1, 2024
By using our site, you indicate that you accept these terms and conditions, and the referenced policies, and that you agree to abide by them.
1. What We Do
Learnexus Inc. and Learnexus Enterprises LLC operate Learnexus, a platform linking Freelancers to Employers.
Services
Services are offered on Learnexus through either Offers, which are fixed–price services; or custom projects, which can be fixed price, price per hour or price per item. Services delivered in these ways on Learnexus are collectively referred to in these terms as “projects”. Whether or not a project is offered and/or accepted is entirely at the discretion of the Freelancer/Employer. Learnexus has no control over this process. Services are provided by Freelancers directly to Employers, who determine the deliverables, price and all other requirements. The Freelancer must provide regular progress updates and respond within one (1) business day to all messages from the Employer, in the Platform. Freelancers must deliver work within the delivery times either defined in their Offer or agreed with the Employer upfront in the Platform for custom projects. Freelancers’ rankings will be penalized for late delivery. Freelancers must fulfill their projects and Employers agree to pay for work delivered. Users will be charged for cancellations or refunds caused by them, without a valid business reason. As work on the project is completed and approved, an invoice will be submitted to the Employer. Freelancers must not request payment upfront before work has been completed. Employers must pay within the payment terms stated in their agreements with Learnexus.
Funds
Learnexus IS NOT A BANK and only holds funds for the purposes of settling fees related to the provision of services and specific invoices. We strongly recommend that all users do not hold dormant balances on the platform. No user is permitted to hold a dormant balance on the platform for more than 30 days. Learnexus reserves the right to apply Admin Fees or to otherwise make adjustments to dormant balances until they are withdrawn or reach a zero balance. Funds held by Learnexus on the platform are not insured nor covered by any financial services compensation scheme or any other government agency program providing for the protection of deposited funds. Learnexus holds the funds in a separate client account.
Payments
Learnexus acts as an agent of payment between the Employer and Freelancer. In return for full invoice payment by the Employer for the project, Learnexus agrees to discharge the Employers obligations relating to debts owed to the Freelancer under this agreement. Learnexus agrees to make such funds available to the Freelancer within ten (10) calendar days, subject to fraud prevention and anti-money laundering procedures. Freelancers are able to withdraw funds subject to the setting up of a valid withdrawal mechanism. Learnexus takes its obligations to prevent fraud and money laundering seriously and reserves the right to delay payments to Freelancers if fraud or money laundering is suspected. All payments for work completed must be remitted via Learnexus unless Learnexus has given its express written permission otherwise in relation to a specific payment or invoice; attempts to pay outside of Learnexus will lead to remedial actions including without limitation, immediate account suspension. Users must immediately report to Learnexus any offers to pay outside of Learnexus made by their Employer or requests for payment outside of Learnexus by any Freelancer.
Rights
Once payment has been made, Employers are granted rights to use, and ownership of, all delivered work.
Contacting
For purposes of service messages, notices, offers and news about Learnexus, Users receive alerts on certain pages and emails to the email addresses associated with their accounts. If you do not want to receive newsletters, announcements, or other communications and/or services from our Site, please do not opt-in for those communications or services at the time of registration. If you have opted-in and, at a later time, wish to opt-out, please click on the relevant link inserted in our communications. In every “Interesting and Important” e-mail communication sent to you, we provide you the opportunity to discontinue receiving future communications (i.e., unsubscribe). Simply follow the unsubscribe process or directions provided in these emails should you wish to cease receiving them. Users cannot opt-out from essential emails (such as emails transmitting an invoice or communicating an Employer request for a refund).
2. Learnexus User Accounts
To access the full Learnexus site, Users have to register for an account, provide accurate and complete information, and keep their account information updated. Both Employers and Freelancers undergo the same account registration process.
Each account must be a personal account, but Users may trade as a sole trader, company or any other legal entity (whether incorporated or unincorporated).
Users cannot register for more than one account.
Learnexus reserves the right to restrict your access, temporarily or indefinitely block your account, stop any projects you have in progress, warn other Employers and Freelancers of your actions or issue you a warning if:
(1) you breach these terms and conditions or the policies reference herein; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe that your actions may cause any loss or liability to our Users or to us.
Users are solely responsible for any activity that occurs on their account, unless it is a result of actions beyond their control (such as hacking or theft of password when Users have taken reasonable steps to keep their password secure). Users may never use another person’s user account or registration information for the Website.
You confirm that you are not economically barred/limited under sanctions rules of any country worldwide. If your circumstances change causing you to be included in such lists, please cease using Learnexus immediately.
Project Offers
On purchase of an Offer the Employer will need to provide their requirements (as specified in the Offers description page) in the Platform so that the Freelancer can get started.
Once the requirements are provided in the Platform by the Employer, the Freelancer must:
(1) respond in the Platform within one (1) business day to confirm work has started otherwise the Employer may request a cancellation;
(2) provide regular progress updates in the Platform and respond within one (1) business day to all messages from the Employer;
(3) complete the project within the delivery timescales indicated in their Offer description including handover of all deliverables in the Platform.
(4) understand that late delivery, or non-delivery, will negatively affect the Freelancer’s rankings on Learnexus.
All direct communication between Employer and Freelancer must go via the Platform to keep both parties protected in case of a Dispute.
Once the Offer has been completed and approved, an invoice will be submitted to the Employer and:
(1) the Employer is then able to leave feedback for the Freelancer, after which funds will be automatically released to the Freelancer as payment;
(2) if the Employer does not leave feedback for the Freelancer funds will be automatically released to the Freelancer as payment after ten (10) calendar days; and
(3) if funds are released to the Freelancer in accordance with (1) or (2) above, Learnexus and the Freelancer will be entitled to detrimentally rely upon the fact that the Employer is satisfied with the project and does not have a dispute of any kind in relation to the project. The Employer agrees that they will not file a dispute or seek to reverse payment through their credit card provider, bank, or Stripe in any such circumstance.
Custom Projects
Payment for custom projects are either agreed as fixed price, price per item or as a per hour rate project:
(1) for a per hour rate, custom project the Employer agrees to pay based on the time spent, not on the real or perceived quality or value of any deliverables provided. The Freelancer must provide the Employer, upon request, with a breakdown of their billed hours as evidence of time spent on any such per hour, custom project;
(2) for a fixed–priced custom project the Employer agrees to pay based on deliverables. The parties must agree upfront in the Platform whether or not to divide the project into milestones, with associated milestone payments. If milestones have not been agreed in advance of any project, then the custom project will only be invoiced upon full completion of all deliverables; and
(3) for price per item custom project the Employer agrees to pay for all items delivered.
The Employer must provide their detailed requirements in the Platform so that the Freelancer can get started. These requirements should include (but need not be limited to):
(1) timeframe for delivery of the project or milestones;
(2) description of any subjective elements of the project like aesthetics providing similar examples for use by Freelancer as a guide;
(3) breakdown of all expected deliverables; and
(4) any other expectations for the work.
Employers are encouraged to provide as much detail as possible in their requirements for any project. Freelancers are encouraged to clarify their understanding of any Employer requirements prior to beginning any project.
Once requirements have been received from the Employer, the Freelancer must:
(1) respond in the Platform within one (1) business day to confirm commencement of work. Failing to respond within one (1) business day may mean that the Employer requests a cancellation;
(2) provide regular progress updates in the Platform and respond within one (1) business day to all Platform messages from the Employer; and
(3) complete the project, including handover of all deliverables in the Platform, within the delivery timescales agreed with the Employer.
Additional requirements:
(1) if missing a previously agreed deadline is unavoidable, then the Freelancer must inform the Employer immediately in the Platform and provide a revised delivery date;
(2) failing to deliver the work within agreed timescales, or repeatedly revising previously agreed deadlines, may mean the Employer requests a cancellation; and
(3) Late delivery or non-delivery of a project will negatively affect the Freelancer’s rankings on Learnexus.
All direct communication between Employer and Freelancer should go via the Platform to keep both parties protected in case of a Dispute.
As work on the Custom project is completed and approved (or an agreed milestone has been reached and approved), an invoice will be submitted to the Employer:
(1) the fees charged in the Invoice should be as has been explicitly agreed upfront in the Proposal. If requirements/scope change materially during a custom project, the Freelancer may need to propose a change to a previously agreed price in order to be compensated for additional work necessitated by such requirement/scope changes. Any such price change must be explicitly agreed in the Platform before any extra work is undertaken so that the Employer can confirm whether they wish to proceed with the additional requirements/scope for the extra cost;
(2) the Employer must pay the Invoice within the payment terms stated in their agreements with Learnexus;
(3) if the Employer does not pay the Invoice, Learnexus will take further actions to obtain payment and may, temporarily or permanently, restrict the Employer’s account; and
(4) if the Employer pays the invoice, Learnexus and the Freelancer will be entitled to detrimentally rely upon the fact that the Employer is satisfied with the project and does not have a dispute of any kind in relation to the project. The Employer agrees that they will not file a dispute or seek to reverse payment for any such project through their credit card provider, bank, or Stripe.
Per Hour Contracts
Payment for Per Hour Contracts is set on a per hour rate project using the per hour rate as stated on the Freelancer’s Proposal at the time of the Per Hour Contract setup. The Employer agrees to pay based on the time spent, not on the real or perceived quality or value of any deliverables provided.
On acceptance of a Per Hour Proposal and upon a hire request through the Platform, the Employer must place a valid payment method on file and give authorization to Learnexus to charge it repeatedly, per Learnexus’ Terms and Conditions to provide payment to Freelancer.
Invoices will be automatically generated and submitted to the Employer by the Platform according to the number of hours tracked and completed by the Freelancer and approved by the Employer at the per hour rate of the Per Hour Contract.
Upon invoice submission:
(1) the Employer must pay the Invoice within the payment terms stated in their agreements with Learnexus; and
(2) if the Employer does not pay the Invoice, Learnexus will take further actions to obtain payment and may, temporarily or permanently, restrict the Employer’s account.
Protection for Freelancers
In the rare event that an Employer refuses payment for legitimate services performed by a Freelancer, Learnexus will provide limited payment protection to the Freelancer as mentioned below (“Per Hour Payment Protection”). Per Hour Payment Protection will be provided only if all of the following criteria are met:
(1) Employer must have an Account in good standing and at least one valid and authenticated payment method lodged with Learnexus, and Employer must have approved hours submitted for payment by the Freelancer.
(2) Freelancer’s Account must be in good standing;
(3) The number of hours billed must not exceed the weekly limit of hours if such limit is defined in the Per Hour Contract; and
(4) Within ten (10) calendar days after hours are approved and submitted for payment, if the hours are rejected by Employer, the Freelancer must submit a dispute specifically identifying the details of the work that Freelancer maintains should be paid.
Per Hour Payment Protection is available with a maximum rate per hour protected by Learnexus to Freelancer the lesser of:
(1) the rate defined in the Per Hour Contract terms;
(2) the usual per hour rate billed by Freelancer on the Site across all Employers; and
(3) the going rate for the same skills on the Site in Freelancer’s geographic area (such determination to be made in Learnexus’ sole discretion).
Protection for Employers
Learnexus will adjust the invoice to Employer for work that is not clearly related to either the project requirements or Employer instructions in the Platform and within the hours authorized for the week, subject to and conditioned on the following terms:
(1) Employer must have an Account in good standing and at least one valid and authenticated payment method lodged with Learnexus, and Employer must agree to pay for hours submitted by the Freelancer and approved by Employer;
(2) Freelancer’s Account must be in good standing; and
(3) The Employer must reject the invoice within ten (10) calendar days of such invoice being submitted, identifying the time billed and attaching screenshots of the Freelancer’s work that show materials or work which are not clearly related to either the project requirements or Employer instructions in the Platform.
Quality
All Freelancers on Learnexus must strive to deliver a high standard of work, appropriately meeting the Employer’s needs.
Specifically, Freelancers must ensure that all deliverables:
(1) are error free;
(2) fully address each of the Employer’s defined requirements;
(3) are a complete set of deliverables as defined in the Offer description, or as agreed in the Platform, as part of the requirements for custom projects; and
(4) for Offers and projects, are of a standard consistent with the level of expertise indicated in the Freelancer’s profile and proposals.
Obligations
Each of the Employer and Freelancer shall ensure that: (a) the Employer and Freelancer decide on the type of project, Hourly, custom or fixed price; and (b) they determine the terms and conditions of projects, including deliverables, any specific requirements, and for “custom or fixed price projects,” the price, directly between them.
Subject to this being varied as part of the Service Contract, ownership in and to any materials and or deliverables arising from a project and any intellectual property rights therein, will be assigned to the Employer upon successful payment. If the Employer and Freelancer wish to include any special terms in the contract (for example, in relation to the ownership of the work produced, ownership of intellectual property rights or special rights of termination), the Employer and Freelancer should negotiate and document these terms in the project Platform.
Subject to variation in the Service Contract, the terms and conditions of each project shall be deemed to incorporate a term that in consideration of the fee paid for the project the Freelancer thereby assigns to the Employer absolutely with full title guarantee the following rights throughout the world:
(1) the entire copyright and all other rights in the nature of copyright subsisting in the project;
(2) any database right subsisting in the project; and
(3) all other rights in the project of whatever nature, whether now known or created in the future, to which the Freelancer is now, or at any time after the date of Commencement of the project may be, entitled by virtue of the laws in force in the United States and in any other part of the world.
In each of the foregoing cases, such assignment shall be for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of Commencement of the project.
You promise that:
(1) you are able to; pay for the services if you are an Employer, and perform the services, if you are a Freelancer;
(2) you are not in breach of any applicable laws, rules or regulations or obligations to any other person (“Limitations”) and your performance of your obligations pursuant to these Terms and Conditions will not cause you to be in breach of any such Limitations;
(3) you have made, and will make, all required legal and tax filings related to any project. If relevant, you will file all necessary legal documentation relating to your self-employment required by any governmental body, and pay all applicable taxes including without limitation other income tax and national insurance; and
(4) you shall not (and shall not permit) any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, project, or Proposal on or through the services Learnexus provides, including without limitation any User Content, that infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty.
4. Payments
Payments are made as described in Section 3, for a project agreed by the Employer and successfully completed. Employers must pay within the payment terms stated in their agreements with Learnexus.
Learnexus provides payment features solely to simplify the payment process. Use of the features does not alter the nature of the relationship between Learnexus and its Users or between Employers and Freelancers.
All payments by Employer must be processed through Learnexus as described in Section 3, both for work sourced on Learnexus and for any subsequent work between the Employer and Freelancer, either for the same project or additional projects. A Freelancer may seek express written permission from Learnexus to allow payment by alternative means for a specific invoice or payment if the Freelancer intends to institute proceedings or pursue legal action against the Employer.
Payment (or attempt to gain payment) outside of Learnexus is a breach of these terms and conditions unless the prior express written consent of Learnexus has been obtained. Such payment (or attempt to gain such payment) will lead to temporary and/or permanent suspension of the Employer and/or Freelancer’s account. The Freelancer shall be liable for any loss of business and legal expenses incurred related to Learnexus seeking to recover fees paid outside of Learnexus. Learnexus reserves the right to debit funds held in the Freelancer’s Account in order to recover any such lost fees. Moreover, Learnexus will not mediate any disputes or be liable to either the Employer or Freelancer for either of their loss of business as a result of violation of this clause. Users shall report attempts or offers to make payment outside of Learnexus by their Employer or Freelancer, as the case may be, to Learnexus immediately.
Payments to Freelancers are routinely checked by Learnexus for fraud prevention purposes. Learnexus aims to process these payments and credit funds to the Freelancer’s Learnexus User Account within ten (10) calendar days, however Learnexus reserves the right to take up to twenty (20) calendar days to credit any such payment to Freelancer’s account.
To withdraw funds from their Learnexus User Account a Freelancer needs to request a withdrawal to an authorized withdrawal account. An “authorized withdrawal account” can be:
(1) a bank account under the user’s name as registered on user’s profile;
Learnexus processes payments daily and will send the money to the Freelancer via their selected payment preference. Once Learnexus has processed payments, they are then subject to timescales imposed by the banking clearing system (ACH in the United States).
For security reasons, Learnexus reserves the right to request additional information from Employers and Freelancers, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the following proofs of identity:
• a copy of a Government issued ID (Passport, Driver’s License or National ID Card); and
• a copy of a recent utility bill showing your name and address (less than 3 months old);
For credit/debit card users (one of the following):
• a copy of the front and back of the card used. For Security Compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back; and/or
• Credit or Debit Card Bank Statement of the card used on your Learnexus User account (less than 3 months old). For Security Compliance you must blank out the central 8 digits of the card number digits.
For international Bank transfers, credit to the beneficiary may be delayed by factors such as local bank holidays, delays by an intermediary bank or other local conditions. Please note that some countries have been designated as “slow-to-pay” countries, and transfers made to those countries may take several days or even weeks in crediting the receiving account.
Learnexus IS NOT A BANK and only holds funds for the purposes of settling the provision of services and specific invoices of Freelancers. We strongly recommend that all users do not hold balances on the platform. Learnexus will endeavor to ensure that the funds in the Learnexus User Account are available to the User in accordance with these Terms and Conditions but do not guarantee that they will be available to the User in circumstances which are unforeseen or beyond our control.
If Learnexus has to return funds to the Employer due to the Employer (contrary to these Terms and Conditions) filing a dispute or requesting a payment be reversed through its credit card provider, bank, or Stripe, then Learnexus will be entitled to recover any such amount from the Freelancer’s Learnexus User Account (and if insufficient monies are in the Freelancer’s Account), credit card or other previously made payment method if available. If Learnexus is unable to recover the amount returned to the Employer from the Freelancer in full, then the Freelancer agrees to pay to Learnexus any outstanding sums within 48 hours of Learnexus making a request for such payment.
5. Leaving Feedback
When the project is completed and the Freelancer has been paid, both parties are asked to provide both qualitative feedback and a rating from 1-5 for the other party. This rating influences each User’s ranking on Learnexus. In order for a user to read a received review, they have to submit their feedback as well. A review (feedback) is published on the member profile page when both parties (Employer and Freelancer) leave their feedback within the first 60 calendar days since invoice payment (funds released / amount paid). In case 60 calendar days have passed, any submitted review is disclosed and users that haven’t left any review will no longer be able to do so.
Both parties should complete the feedback honestly. Users must not falsify feedback, manipulate or coerce another User by threatening negative feedback or offer incentives in exchange for feedback. Any attempts of this nature should be reported immediately to Learnexus.
Feedback comments that are reported to us as defamatory, abusive or offensive will be reviewed and may be removed at our discretion.
6. Cancellations and Refunds
Cancellations of A Project
After the Commencement of a project, Employer may request a cancellation if Employer has paid for all work that was completed by the Freelancer and approved by Employer. Employer may notify Learnexus of the cancellation by using the Platform.
Requesting A Refund
An Employer can request a refund using the “Submit Dispute” action in the Platform and specifying a reason for such request.
Learnexus will process refund requests subject to a review of the reason provided for the refund request and circumstances related thereto to ensure that both Employer and Freelancer have complied with these terms and conditions, and that the purpose of the refund is not to avoid any of the parties’ obligations under these terms and conditions. If Learnexus reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations Learnexus shall not be obliged to make the requested refund.
Refund and Cancellation Consequences
Users are strictly discouraged from causing undue cancellations and refunds. Users understand and agree that refunds will impact Users standing in the Learnexus marketplace as follows:
(1) where the conduct or failure to perform of the Freelancer is the cause for the refund (for example, due to no response, poor quality of work or cancellation of the project by Freelancer), it will negatively impact their Freelancer status and rankings on the Site;
(2) where the Employer’s conduct gives rise to the refund (for example, an early cancellation due to a change in their business needs) it will negatively impact their Employer status on the Site; and
(3) multiple refunds attributed to a User may lead to temporary and/or permanent restrictions on their account.
7. Disputes
Learnexus encourages our Freelancers and Employers to try and resolve any disagreements between themselves. However, should that not prove possible Learnexus Customer Services can provide Dispute resolution.
A Dispute can be raised by the Freelancer through a submission on the Site, but it is understood by Users that disputes may only be submitted by Freelancers that have qualified as trusted members of the Learnexus community.
Learnexus may reach out to both parties in order to mediate and try and bring the Dispute to resolution. Users agree to cooperate in good faith with any such mediation efforts. Learnexus will use commercially reasonable best efforts to make a resolution decision in respect of any such Dispute behalf of both parties within seven (7) calendar days. If a mutual resolution has already been agreed between both parties on the Platform, then the dispute will either be cancelled or resolved in line with such mutual agreement.
In the event of Learnexus having to make a resolution decision related to any Dispute, Learnexus will base its decision solely on the communication found in the Platform, and shall consider:
(1) whether or not both parties are acting in good faith and have tried to resolve the issue between themselves before contacting us, including at least a second attempt made between both parties to complete or rectify the project;
(2) whether or not the project was delivered (or the milestone was met, if the Dispute is for a milestone payment) in accordance with the terms in Section 3;
(3) for Disputes concerning the quality of the work delivered Learnexus will consider whether the Freelancer has met general quality standards as defined in Section 3. Assessments on quality i) related to Employer’s personal or corporate taste, or ii) requiring specialist technical or subject matter expertise, will not form part of the resolution decision; &
(4) whether or not the Employer and Freelancer have complied with these terms and conditions.
In the event of its having to make a resolution decision on behalf of the parties, Learnexus will notify both parties within fourteen (14) calendar days of the submission of the Dispute. The disputed funds shall be disbursed or refunded in accordance with the resolution decision and these terms and conditions. Our involvement with the Dispute ends once the determination in relation to the Dispute has been communicated
Users agree and accept that any payments and/or other actions made by Learnexus in accordance with the resolution of a Dispute are made in good faith and Users shall have no cause of action against Learnexus (whether in contract, tort or otherwise) in respect of a resolution decision or any actions or payments made pursuant to it. Users further agree and accept that they have no right to seek to hold Learnexus liable for an Employer or Freelancer’s alleged actions or failures to act.
8. Learnexus Fees
Employer Fees
The Employer fees are for the use of Learnexus as an intermediate platform, they do not reflect the outcome of any Freelancer collaboration and will not be refunded.
We may make changes to our service fees from time to time. These changes will be reflected in updated terms issued by us, which will apply to any transactions which take place after the updated fees come into force.
Freelancer Fees
Learnexus reserves the right to charge Freelancers a Service Fee of 25% of project billings.
Bank transfer investigation fee – Please note that if there is a delay in payment from the banking institution, a formal investigation can be initiated with the bank to determine transaction issues. There is a USD $30 fee payable in advance prior to the initiation of a bank transfer investigation.
Admin Fee for Inactive Accounts
Learnexus IS NOT A BANK and only holds funds for the purposes of settling the provision of services and specific invoices of Freelancers. We strongly recommend that all users do not hold dormant balances on the platform. No user is permitted to hold a dormant balance on the platform for more than thirty (30) calendar days. If a User has held dormant funds in their Learnexus User Account for a period of sixty (60) calendar days or more then Learnexus shall charge a monthly administration fee of USD $9.95 for holding those funds on behalf of the User. This fee will be automatically collected each month from the funds in the User’s Learnexus User Account starting from the sixty first (61st) calendar day after the last activity within such User Account. The collection of this fee will end when either i) a transaction occurs in such User Account, ii) the dormant balance is cleared. Learnexus’ business decision not to collect an Admin Fee from any User Account shall not preclude us from collecting such an Admin Fee from another User Account.
Currency Conversion
If you require a transaction within the Learnexus Site which involves a currency conversion from or into United States Dollars, it will be completed at a foreign exchange rate determined by an official institution, which is adjusted on a regular basis. Exchange rate fluctuations are not under Learnexus control.
9. Policy for Using the Services
1. Prohibited Uses
You may use the services for lawful purposes only and in accordance with this these Terms and Conditions. You agree not to use the services in any way that could damage the services or the general business of Learnexus. You may use the services for any lawful business or commercial purposes.
2. Prohibited Activities
You further agree not to engage in any of the following prohibited activities in connection with using the services:
(a) violation of any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws) or any contractual obligations by which you are bound;.
(b) sending any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether commercial or otherwise;
(c) impersonation of others or otherwise misrepresenting your affiliation with a person or entity in an attempt to mislead, confuse, or deceive others;
(d) exploiting or harming minors in any way, including exposing inappropriate content to any minor or obtaining personally identifiable information from any minor;
(e) harassing or interfering with anyone’s use or enjoyment of the services, or exposing Learnexus or user(s) to liability or other harm;
(f) using any device, software, or routine that interferes with the proper working of the services, or taking any action that may interfere with, disrupt, disable, impair, or create an undue burden on the infrastructure of the services, including servers or networks connected to the Site;
(g) copying, monitoring, distributing, or disclosing any part of the services by automated or manual processes, devices or means–This restriction includes, without limitation, using automatic devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from the Site; provided, however, that Learnexus conditionally grants to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials;
(h) uploading, transmitting, or distributing to or through the services any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter the property of others, including attacking the services via a denial-of-service or distributed denial-of-service attack;
(i) violating the security of the services through (i) any attempt to gain unauthorized access to the services or to other systems or networks connected to the services, (ii) the breach or circumvention of encryption or other security codes or tools, or (iii) data mining or interference to any server, computer, database, host, user, or network connected to the services;
(j) reverse engineering, decompiling, or otherwise attempting to obtain the source code or underlying information of or relating to the services;
(k) collecting, harvesting, or assembling any data or information regarding any other user without their consent—this restriction includes, without limitation, their credit card numbers, debit card numbers, emails, usernames, or passwords;
(l) otherwise attempting to interfere with the proper working of the services; and
(m) attempting any of the foregoing or assisting, permitting, or encouraging others to do or attempt any of the foregoing.
3. Geographic Restrictions
Learnexus is based in the United States. By choosing to access the services from any location other than the United States, you accept full responsibility for compliance with all local laws. Learnexus makes no representations that the services or any of its content are accessible or appropriate outside of the United States.
10. General Terms of Website Use
These Learnexus Terms of Website Use define how Users may make use of Learnexus whether as a guest or a registered user. They contain the important stuff so please read them carefully.
11. Privacy Policy
By proceeding to use the Learnexus service, Users accept and agree that Learnexus may process the personal data (including sensitive personally identifying data) that Learnexus collects from them in accordance with the Learnexus Privacy Policy.
Learnexus may use your personal data to gather feedback regarding your experience you may have with our platform. This helps our business grow by assembling useful information from our end-users.
The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years old. We do not knowingly collect or solicit personally identifiable information from children under 18 years old. If you are a child under 18 years old, please do not attempt to register for the services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18 years old, we will delete that information as quickly as possible. If you believe that a child under 18 years old may have provided us personal information, please contact us.
1. As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; and (d) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.
2. Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care. The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
3. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:
(a) was in the public domain at the time it was disclosed to the Receiving Party;
(b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party;
(c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party;
(d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or
(e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information.
4. Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
5. The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
6. Upon termination or expiration of services or custom projects, or upon written request of either Party, each Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof.
7. Confidential Information is and will remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing contained herein will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither Receiving Party will make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the Disclosing Party.
8. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of the services or custom projects. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
9. THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
10. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under this Agreement may be brought in the state courts and the Federal courts for the county in which Company’s principal place of business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. This Agreement may not be amended except by a writing signed by both parties.
11. Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
12. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.
14. The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant herein, or any products utilizing such data, in violation of the United States export laws or regulations.
15. Each Party agrees that the software programs of the other Party contain valuable confidential information and each Party agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other Party without the prior written consent of the other Party.
13. Disputes Between Users and Learnexus
1. Governing Law
All matters between any guest or a registered user and Learnexus relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict of law principles.
2. Dispute Resolution
Please read this Section carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Any dispute, claim or controversy between guest or a registered user and Learnexus arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, shall be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in the San Francisco, California. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.
All arbitrations shall proceed on an individual basis. You agree that you may bring claims against Learnexus in arbitration only in your individual capacity and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class-action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the American Arbitration Association, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
YOU UNDERSTAND AND AGREE THAT BY USING THE SITE AND THEREBY AGREEING TO BE BOUND BY THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
3. Limitation to Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.
14. Assumption of Risk
The information presented on or through the Services is made available for general information purposes only. Learnexus does not warrant the accuracy, completeness, suitability or quality of any such information. Any reliance on such information is strictly at your own risk. Learnexus disclaims all liability and responsibility arising from any reliance placed on such information by you or any other user to the services, or by anyone who may be informed of any of its contents.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHAT CAUSE OF ACTION (INCLUDING NEGLIGENCE) OR CLAIM FOR RELIEF IS ASSERTED, IN NO EVENT WILL LEARNEXUS OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, TEAM MEMBERS, OR AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, LOST TIME, LOST SAVINGS, LOST CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
15. Indemnification
You agree to indemnify, defend, and hold harmless Learnexus and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of enforcing any right to indemnification under these Terms and Conditions, and the cost of pursuing any insurance providers, arising out of or relating to your breaking any promise made by you herein, your breach of these Terms and Conditions or your use or misuse of the Services including, but not limited to, any actions taken by a third party using your account. Learnexus reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.
16. Miscellaneous
1. Waiver
Except as otherwise set forth herein, no failure of Learnexus to exercise, or delay by Learnexus in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
2. Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
3. Entire Agreement
This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and Learnexus with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof. Learnexus reserves the right to amend the terms of this Agreement.
4. Headings
Headings and titles of sections, clauses, and parts in this Agreement are for convenience only. Such headings and titles shall not affect the meaning of any provisions of the Agreement.
5. No Agency, Partnership or Joint Venture
No agency, partnership, or joint venture has been created between you and Learnexus as a result of this Agreement. You do not have any authority of any kind to bind Learnexus in any respect whatsoever.
6. Assignment
You shall not assign or delegate any of your rights or obligations under this Agreement without the prior written consent of Learnexus. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations hereunder. Learnexus may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
7. Export Laws
The services may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations (including, without limitation, the Export Administration Act and the Arms Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the services to either a foreign national or a foreign destination in violation of such laws or regulations.
17. Definitions
In these terms and conditions:
1. ‘Admin Fees’ means fees assessed by Learnexus on dormant User Accounts;
1a. ‘Agreement’ means these Terms and Conditions;
1b. ‘Billing’ is the total invoices submitted during the month;
2. ‘Dispute’ means any disagreement about the obligation of an Employer to pay, refund or credit, or of a Freelancer to refund any amounts owing or paid pursuant to this Agreement;
2a. ‘Employer’ means a person buying services from a Freelancer on Learnexus;
3. ‘Commencement of the project’ means either the purchase of an Offer by an Employer or acceptance of a Proposal for a custom project by an Employer via the Platform;
4. ‘Content’ means data, text, photographs, videos, audio clips, written posts and comments, graphics, User content and interactive features generated, provided, or otherwise made accessible on or through Learnexus;
5. ‘Custom Project’ is a piece of work that commences with the acceptance of a Proposal by an Employer or the acceptance of a hire request by a Freelancer. This work is agreed either after the Employer has posted a request on Learnexus or in direct communication between an Employer and a Freelancer via the Platform. A custom project can also be agreed as a follow-on piece of work after an Offer has been purchased
6. ‘Guest’ means an unregistered user of Learnexus;
7. ‘Per Hour Contract’ is a piece of work that commences with an Employer placing a valid payment method on file that can be charged repeatedly by Learnexus and the acceptance of a Per Hour Proposal by the Employer or the acceptance of a hire request by a Freelancer
8. ‘Service’ means the functionality offered through the Site;
9. ‘Offer’ means a pre-packaged service that is offered on Learnexus by a Freelancer for a fixed price and delivered within fixed timescales.
10. ‘Invoice’ means a bill for completed and approved work which is raised in the Platform or in the Learnexus payments dashboard;
11. ‘Project’ means a piece of work that a Freelancer and Employer agree via Learnexus is to be provided by the Freelancer to the Employer. Project refers to work either agreed when the Employer purchases an Offer, or when a Proposal by a Freelancer is accepted by the Employer for a custom project;
12. ‘Learnexus’ means the website with the domain name learnexus.com or Learnexus as the context so requires and ‘Site’ means learnexus.com;
13. ‘Learnexus User Account’ means a User’s Learnexus persona, profile, settings, activities, invoices, transactions and funds balance available for you to withdraw;
14. ‘Proposal’ means an offer made by a Freelancer to an Employer to provide a custom project and which must contain a fee quotation;
15. ‘Freelancer’ means a person selling services to an Employer via Learnexus;
16. ‘User’ means any registered person who uses Learnexus;
17. ‘User Content’ means all Content uploaded, submitted, distributed, or posted to the services by Users, including without limitation, Proposals and communication via the Platform. User Content does not include any materials or deliverables, or intellectual property therein arising from a project, which shall be assigned to the Employer on successful payment for the project. User Content is the sole responsibility of the person who originated it;
18. ‘Platform’ is where all the communication between Employer and Freelancer is conducted in private. Via the Platform, the parties can exchange information including attachments, send a Proposal or raise an Invoice, make payments, request a refund or raise a Dispute in relation to a project.
Please contact us at [email protected] should you have any questions about our terms and conditions.