Terms & Conditions

Learnexus operates an online marketplace and platform that connects organizations seeking Learning & Development services with vetted Freelancers and consultants who provide those services. 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.

Services

Learnexus provides a Platform through which Employers may post Projects and Freelancers may submit Proposals to perform Services. Learnexus facilitates the connection between Employers and Freelancers but is not a party to the agreements formed between them regarding the performance of Services.

Funds

Learnexus may hold funds on behalf of Employers and Freelancers in connection with Projects, including milestone payments and escrow arrangements. Funds held by Learnexus are held in a segregated account and are not used for Learnexus's general business purposes. Learnexus acts as a limited payment collection agent for the purposes of facilitating payments between Employers and Freelancers.

Payments

Payments for Services are processed through the Platform. Employers make payments to Learnexus, which then disburses payments to Freelancers in accordance with the terms of the applicable Project, less any applicable Learnexus Fees. Payment processing times may vary depending on the payment method used.

Rights

Learnexus reserves the right to modify, suspend, or discontinue any aspect of the Platform or Services at any time, including the availability of any feature, database, or content. Learnexus also reserves the right to limit quantities or restrict access to certain features or portions of the Platform.

Contacting

If you have any questions about these Terms and Conditions or the Services, you may contact us at support@learnexus.com.

To access and use certain features of the Platform, you must register for a Learnexus User Account. By creating a Learnexus User Account, you represent and warrant that:

• You are at least 18 years of age.
• You have the legal capacity to enter into a binding contract.
• The information you provide during registration is accurate, complete, and current.
• You will maintain and promptly update your account information to keep it accurate.
• You will maintain the security and confidentiality of your login credentials.
• You will notify Learnexus immediately of any unauthorized use of your account.
• You accept responsibility for all activities that occur under your account.

You may not create more than one Learnexus User Account without prior written permission from Learnexus. Learnexus reserves the right to suspend or terminate accounts that violate these Terms or that have been inactive for an extended period.

Users may register as Employers, Freelancers, or both. Each role carries specific rights and obligations as described in these Terms and Conditions.

The Platform supports several types of engagements between Employers and Freelancers. The terms governing each type of engagement are set forth below.

Project Offers

Employers may post Projects on the Platform describing the Services they require. Freelancers may submit Proposals in response to such Projects. An Employer may accept a Proposal, which creates a binding engagement between the Employer and the Freelancer. The terms of the engagement shall be as described in the accepted Proposal, subject to these Terms and Conditions.

Custom Projects

An Employer may create a Custom Project with specific requirements and deliverables and invite one or more Freelancers to submit Proposals. A Custom Project becomes a binding engagement when the Employer accepts a Freelancer's Proposal. The scope, timeline, milestones, and pricing of a Custom Project shall be as agreed between the Employer and the Freelancer through the Platform.

Per Hour Contracts

An Employer and a Freelancer may enter into a Per Hour Contract, under which the Freelancer is compensated on an hourly basis for Services rendered. Per Hour Contracts must specify the hourly rate, estimated number of hours, and any maximum budget. The Freelancer shall record hours worked through the Platform's time-tracking features, and the Employer shall review and approve recorded hours before payment is processed.

Protection for Freelancers

Learnexus provides certain protections for Freelancers, including:

• Payment protection for work performed and approved under a Project, Custom Project, or Per Hour Contract, subject to the terms of these Terms and Conditions.
• The right to dispute non-payment or under-payment by an Employer through the Platform's dispute resolution process.
• The right to receive payment for milestones that have been approved by the Employer.
• Protection against unfair feedback or retaliation, subject to Learnexus's review and discretion.

Protection for Employers

Learnexus provides certain protections for Employers, including:

• The right to review deliverables before approving milestone payments.
• The right to request revisions or modifications to deliverables in accordance with the agreed Project scope.
• The right to dispute unsatisfactory work or non-delivery through the Platform's dispute resolution process.
• Escrow protection for funds deposited for Projects, ensuring that Freelancers are only paid upon approval of deliverables or milestones.

Quality

Freelancers are expected to deliver Services in a professional and workmanlike manner, consistent with industry standards and the requirements of the applicable Project. While Learnexus vets Freelancers upon registration, Learnexus does not guarantee the quality, timeliness, or suitability of any Freelancer's work. Employers are encouraged to conduct their own due diligence when selecting Freelancers.

Obligations

Both Employers and Freelancers agree to the following obligations when engaging in Projects through the Platform:

• Employers shall provide clear and complete Project descriptions, timely feedback on deliverables, and prompt payment for approved work.
• Freelancers shall deliver Services in accordance with the agreed scope, timeline, and quality standards, and shall communicate proactively with Employers regarding progress and any issues.
• Both parties shall act in good faith and deal fairly with each other.
• Both parties shall comply with all applicable laws and regulations in the performance of their obligations.
• Both parties shall use the Platform's communication and payment systems for all Project-related interactions.

All payments for Services rendered through the Platform shall be processed in accordance with the following terms:

• Employers shall deposit funds into the Platform's escrow system before or at the commencement of a Project, Custom Project, or Per Hour Contract.
• Funds deposited by Employers are held in escrow and are released to the Freelancer only upon the Employer's approval of the deliverables or milestones, or in accordance with the Platform's dispute resolution process.
• Freelancers shall submit Invoices through the Platform for Services rendered. Invoices shall detail the work performed, the applicable Project, and the amount due.
• Payment processing times may vary depending on the payment method used. Learnexus is not responsible for delays in payment processing caused by third-party payment processors.
• All payments are subject to applicable Learnexus Fees, as described in Section 8.
• Employers and Freelancers are responsible for any taxes applicable to payments made or received through the Platform. Learnexus does not provide tax advice and encourages Users to consult with a tax professional.
• Currency conversion, if applicable, is subject to the terms described in Section 8 (Currency Conversion).

Learnexus reserves the right to withhold payments in cases of suspected fraud, violation of these Terms, or pending dispute resolution.

Upon completion of a Project, Custom Project, or Per Hour Contract, Employers and Freelancers may leave feedback for each other through the Platform. Feedback is an important part of the Learnexus community and helps other Users make informed decisions.

By leaving feedback, you agree to the following:

• Feedback must be honest, accurate, and based on your genuine experience.
• Feedback must not contain defamatory, abusive, or otherwise inappropriate content.
• You may not use feedback to extort or coerce another User.
• Learnexus reserves the right to remove feedback that violates these guidelines.
• Feedback is publicly visible on the Platform and may be used by Learnexus for promotional purposes.

Learnexus takes feedback integrity seriously and may investigate and take action against Users who attempt to manipulate or abuse the feedback system.

The following cancellation and refund policies apply to Projects, Custom Projects, and Per Hour Contracts on the Platform:

Employer Cancellations

An Employer may cancel a Project prior to Commencement without penalty. After Commencement, an Employer may cancel a Project subject to the following:

• If the Freelancer has not yet commenced work, the Employer may cancel and receive a full refund of any funds held in escrow, less any applicable Learnexus Fees.
• If the Freelancer has commenced work, the Employer may cancel and receive a refund of funds held in escrow for milestones not yet approved, less any applicable Learnexus Fees. The Freelancer shall be entitled to payment for work completed and approved up to the date of cancellation.
• If a dispute arises regarding the amount of refund due, the matter shall be resolved in accordance with the dispute resolution process described in Section 7.

Freelancer Cancellations

A Freelancer may cancel a Project at any time, subject to the following:

• The Freelancer shall provide reasonable notice to the Employer.
• The Freelancer shall deliver any completed work for which the Employer has already paid.
• The Freelancer shall refund any advance payments for work not yet performed.
• Freelancers who repeatedly cancel Projects may be subject to account restrictions or termination.

Refund Processing

Refunds shall be processed through the Platform and returned to the original payment method. Refund processing times may vary depending on the payment method used. Learnexus is not responsible for delays in refund processing caused by third-party payment processors.

In the event of a Dispute between an Employer and a Freelancer regarding a Project, Custom Project, or Per Hour Contract, the parties agree to the following resolution process:

1. The parties shall first attempt to resolve the Dispute through direct communication via the Platform's messaging system.
2. If the Dispute is not resolved within seven (7) days, either party may escalate the Dispute to Learnexus for mediation by submitting a dispute request through the Platform.
3. Learnexus will review the Dispute, including all relevant communications, deliverables, and other evidence, and will attempt to mediate a resolution between the parties.
4. If mediation is unsuccessful, Learnexus may make a determination regarding the Dispute, including the disposition of any funds held in escrow. Learnexus's determination shall be final and binding with respect to the disposition of funds held in escrow.
5. Either party may pursue further legal remedies as described in Section 13 (Disputes Between Users and Learnexus), subject to the arbitration and class action waiver provisions set forth therein.

During the pendency of a Dispute, any funds held in escrow shall remain in escrow until the Dispute is resolved. Learnexus reserves the right to charge an administrative fee for dispute resolution services.

Learnexus charges fees for the use of the Platform and the Services it provides. The current fee schedule is as follows:

Employer Fees

Employers are charged a service fee on each payment made to a Freelancer through the Platform. The Employer service fee is calculated as a percentage of the total payment amount. The applicable fee rate is displayed to the Employer before payment is processed and may vary based on the type of engagement (Project, Custom Project, or Per Hour Contract).

Freelancer Fees

Freelancers are charged a service fee on each payment received from an Employer through the Platform. The Freelancer service fee is calculated as a percentage of the total payment amount. The applicable fee rate is displayed to the Freelancer before a Proposal is accepted and may vary based on the type of engagement and the Freelancer's membership level.

Admin Fee for Inactive Accounts

Learnexus may charge an administrative fee on accounts that have been inactive for a period of twelve (12) months or more. The administrative fee is deducted from any balance held in the inactive account. If the account balance is insufficient to cover the administrative fee, the account may be closed. Users will be notified before any administrative fee is charged and will have the opportunity to reactivate their account to avoid the fee.

Currency Conversion

If a payment involves a currency conversion, Learnexus or its payment processing partners will convert the funds at the then-applicable exchange rate. A currency conversion fee may be applied to such transactions. The applicable exchange rate and conversion fee will be displayed to the User before the transaction is processed.

Users agree to use the Platform and the Services in compliance with all applicable laws and regulations and in accordance with these Terms and Conditions.

Prohibited Uses

Users may not use the Platform or the Services for any purpose that is unlawful or prohibited by these Terms and Conditions. Users may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other User's use of the Platform.

Prohibited Activities

The following activities are strictly prohibited on the Platform:

• Posting false, misleading, or deceptive Project descriptions, Proposals, or profiles.
• Submitting plagiarized, counterfeit, or fraudulent work or deliverables.
• Engaging in any form of fraud, including but not limited to identity fraud, payment fraud, or feedback fraud.
• Circumventing the Platform's payment system, including attempting to make or receive payments outside of the Platform.
• Harassing, threatening, or abusing other Users or Learnexus staff.
• Using the Platform to distribute spam, malware, or other harmful content.
• Attempting to gain unauthorized access to other Users' accounts or the Platform's systems.
• Creating multiple accounts to circumvent restrictions or manipulate feedback.
• Soliciting or engaging in any illegal activity through the Platform.
• Posting content that infringes the intellectual property rights of any third party.
• Using automated tools (bots, scrapers, etc.) to access or collect data from the Platform without Learnexus's express permission.
• Misrepresenting qualifications, experience, or identity.

Geographic Restrictions

The Platform and Services are not intended for use by persons in jurisdictions where the access or use of the Platform or Services would be unlawful. Users are responsible for ensuring that their use of the Platform complies with all applicable local, state, national, and international laws and regulations. Learnexus makes no representation that the Platform or Services are appropriate or available for use in all locations.

Users located in embargoed countries or subject to sanctions by the United States Office of Foreign Assets Control (OFAC) or other applicable sanctions authorities are prohibited from using the Platform.

Your access to and use of the Learnexus website is governed by our Terms of Website Use, which are incorporated herein by reference. The Terms of Website Use apply to all visitors to the Learnexus website and address matters such as permitted use, prohibited activities, intellectual property, disclaimers, and limitations of liability specific to website access.

In the event of any conflict between these Terms and Conditions and the Terms of Website Use, these Terms and Conditions shall prevail with respect to commercial transactions and marketplace interactions, and the Terms of Website Use shall prevail with respect to general website access and use.

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated herein by reference. By using the Platform, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy.

The Privacy Policy explains what information we collect, how we use it, the legal basis for processing, your rights and choices, and how we protect your data. We encourage you to review the Privacy Policy carefully.

In connection with the use of the Platform and the engagement in Projects, Employers and Freelancers may have access to each other's confidential and proprietary information. Both parties agree to the following mutual non-disclosure obligations:

• Each party agrees to hold in confidence all confidential and proprietary information disclosed by the other party in connection with a Project, including but not limited to business plans, strategies, financial information, trade secrets, technical data, and customer information.
• Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform obligations under the Project.
• Confidential information shall be used solely for the purpose of performing obligations under the applicable Project and shall not be used for any other purpose.
• The receiving party shall take reasonable measures to protect the confidentiality of the disclosing party's information, using at least the same degree of care it uses to protect its own confidential information.
• These non-disclosure obligations shall survive the termination or completion of the applicable Project for a period of two (2) years.
• Confidential information does not include information that: (a) was publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no fault of the receiving party; (c) was already in the receiving party's possession before disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's information.

Learnexus is not a party to the non-disclosure obligations between Employers and Freelancers and bears no responsibility for the protection of confidential information exchanged between Users. Users are encouraged to execute separate non-disclosure agreements where appropriate.

This Section 13 governs disputes between Users and Learnexus. It contains an arbitration agreement and a class action waiver. This Agreement requires the use of arbitration on an individual basis to resolve disputes between users and Learnexus, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. You agree that any claim arising out of or relating to these Terms and Conditions or your use of the Platform shall be governed by the laws of the State of California.

Dispute Resolution — Mandatory Binding Arbitration and Class Action Waiver

You and Learnexus agree that any and all disputes, claims, or causes of action arising out of or relating to these Terms and Conditions, the Platform, or the relationship between you and Learnexus (including but not limited to the existence, validity, termination, or breach of these Terms and Conditions) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

THE ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. NEITHER YOU NOR LEARNEXUS SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION BASED ON OR RELATED TO THE CLAIMS ARBITRATED HEREUNDER. YOU AND LEARNEXUS EACH WAIVE ANY RIGHT TO A JURY TRIAL. YOU AND LEARNEXUS EACH AGREE THAT ANY CLAIMS RESOLVED THROUGH ARBITRATION MAY ONLY BE BROUGHT IN YOUR OR LEARNEXUS'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

The arbitration shall be conducted in San Francisco, California, or at such other location as the parties may agree. The arbitrator shall be selected in accordance with the AAA's rules and shall be a neutral arbitrator experienced in the subject matter of the dispute. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including injunctive relief and damages. The arbitrator's decision shall be final and binding and judgment upon the award may be entered in any court of competent jurisdiction.

YOU ACKNOWLEDGE THAT YOU ARE GIVING UP THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU ALSO ACKNOWLEDGE THAT YOU ARE GIVING UP THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

Limitation of Time to File Claims

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR THESE TERMS AND CONDITIONS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. This limitation period applies to all claims, whether in arbitration or in court, and regardless of the legal theory upon which the claim is based.

YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

You acknowledge and agree that Learnexus does not control the quality of Services provided by Freelancers or the actions or omissions of Employers. You assume all risk associated with engaging in Projects through the Platform, including without limitation the risk that Services may not meet your expectations, that deliverables may be late or incomplete, or that the other party may fail to fulfill their obligations.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEARNEXUS OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

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, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or inability to use the Platform or the Services.
• Your violation of these Terms and Conditions or any referenced policy.
• Your violation of any applicable law or regulation.
• Your violation of any rights of a third party, including intellectual property rights, privacy rights, and proprietary rights.
• Any User Content you submit, post, or transmit through the Platform.
• Any Project, Custom Project, or Per Hour Contract you engage in through the Platform.
• Any feedback you submit through the Platform.
• Any dispute between you and another User.

Learnexus reserves the right, at its own expense, to assume the 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.

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 YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM, ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM, ANY CONTENT OBTAINED FROM YOU THROUGH THE PLATFORM, OR UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

Waiver

The failure of Learnexus to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Learnexus.

Severability

If any provision of these Terms and Conditions is held to be unenforceable or invalid by a court of competent jurisdiction or arbitrator, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision, and the remaining provisions of these Terms and Conditions shall continue in full force and effect.

Entire Agreement

These Terms and Conditions, together with the Privacy Policy, Terms of Website Use, and any other policies incorporated by reference, constitute the entire agreement between you and Learnexus regarding the use of the Platform and the Services, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Headings

The section headings in these Terms and Conditions are for convenience only and shall not affect the interpretation or construction of these Terms and Conditions.

No Agency, Partnership, or Joint Venture

Nothing in these Terms and Conditions shall be construed to create an agency, partnership, or joint venture relationship between you and Learnexus. You and Learnexus are independent contractors, and no relationship of employment, franchise, joint venture, or partnership is created by these Terms and Conditions. Learnexus is not a party to the agreements formed between Employers and Freelancers.

Assignment

You may not assign or transfer these Terms and Conditions or your rights or obligations hereunder, in whole or in part, without the prior written consent of Learnexus. Learnexus may assign its rights and obligations under these Terms and Conditions without your consent. Any purported assignment in violation of this section shall be void.

Export Laws

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the U.S. Department of State. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

The following definitions apply throughout these Terms and Conditions: