Learnexus Terms of Website Use
Last Updated: May 24, 2023
Terms of Website Use Overview
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.
Information about Us
learnexus.com is a site operated by Learnexus (the “Company”, “We”, “us”, “our”). We are incorporated in the United States.
We are solely a marketplace allowing persons buying services from a Freelancer on Learnexus (the “Employers”) and persons selling services to an Employer via Learnexus (the “Freelancers”), to interact. While certain of our affiliates may do so, we do not search for, select or introduce Employers and Freelancers to each other. We are not an employment agency, or, except with respect to persons currently on our employee payroll, an employer, and we have not sought licensure as an employment agency. Certain of our affiliates, operating distinct web properties which may be linked to on this Site, do act as employment agencies pursuant to appropriate regulatory authority issued by various governmental agencies, but this Site does not allow you to access these services.
Accessing Our Site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
If you are under the age of 18, or a competitor of or using the Services for purposes that are competitive with the Company, you may not use the services on the Website. We reserve the right to refuse to offer the services to any person or entity and change eligibility criteria at any time. Where these terms or use of the services is prohibited or conflicts with any applicable law, rule or regulation, the right to access the services is revoked.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
Bots, search engines or other webservices are not permitted to access any non-public section of the Website. For the purposes of the foregoing restriction, only web pages which may be viewed by any person without first registering as a user of our services shall be deemed “public” sections of this Website (such sections, “Publicly Accessible Pages”).
Using Our Site
Without limiting its ability to seek alternative remedies, Learnexus may restrict any user’s ability to use the Website, deactivate or terminate their account, or withhold funds, in its sole and absolute discretion, if we have reason to believe, or suspicion that, a user’s dealings with Learnexus constitute fraudulent activity, wrongdoing or are related to money laundering. Users acknowledge that if their use of the website is in breach of any local or national laws with respect to fraud or money laundering, any payments made may be liable to loss or may be frozen by Learnexus. To the extent permitted by law, Learnexus shall not be liable to any user for any such payments, nor shall it incur any liability to any user where it is required to give information or documentation relating to that user to any relevant investigatory, regulatory or law enforcement authority in any such case.
- Learnexus reserves the right to withhold payments payable to any: (i) person; (ii) group of persons; or (iii) legally subsisting entities (collectively, “Persons”) if any Person, is found to be acting individually, in concert or as a syndicate to defraud the company, pending the outcome of a subsequent investigation by the proper authorities.
- To the extent permitted by law, Learnexus shall be entitled to withhold monies in user’s accounts in the event of fraudulent or money laundering acts by the user or any Persons. Each user agrees to indemnify Learnexus, its directors, employees, shareholders, consultants and advisors for all losses and damages suffered by itas a result of fraud, or reasonable belief that there is fraud and/or a money laundering activity. The withholding and claims for losses and damages shall be deemed to extend to all users or Persons who are involved in any such activity and/or who the Company reasonably believes, in its sole subjective commercial judgment, to be involved in, or likely be involved in, any such fraud and wrongdoings.
- “Wrongdoings” and/or “fraud” shall be deemed to include, but not be limited to, attempts to circumvent these terms and conditions, hacking, unauthorized use of account access information, any account or any third party accounts, attempts to circumvent or bypass any security mechanisms available on the Website or Learnexus’ systems or networks, wrongfully, deliberately or knowingly transferring funds from a third party’s account or funds not lawfully owned, any act or omission through use of the Website of Learnexus services causing any harm to Learnexus or to any third party, falsifying personal information, fund transfers in violation of applicable law or regulation, any actions and/or omissions which the company reasonably deem to be fraudulent and/or instances of wrongdoing.
- In the event that Learnexus suspects fraud or fraudulent activity on the user’s part, or if any of a user’s payments are charged back, Learnexus will have the right to withhold any pay-out due to such user and, if necessary, to lawfully collect any payments owing to Learnexus by offsets to remaining user account balances.
- We reserve the right to use your brand name to promote Learnexus for marketing purposes. Your use of this website constitutes your grant to us of an irrevocable, limited, worldwide, license to use and display your brand name and logo solely for such purposes.
You further agree not to engage in any of the following prohibited activities in connection with using the Services:
- [No Violation of Laws or Obligations.] Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws) or any contractual obligations by which you or we are bound.
- [No Unsolicited Communications.] Send any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether commercial or otherwise.
- [No Impersonation.] Impersonate others or otherwise misrepresent your affiliation with a person or entity in an attempt to mislead, confuse, or deceive others.
- [No Harming of Minors.] Exploit or harm minors in any way, including exposing inappropriate content or obtaining personally identifiable information.
- [No Interference with Others’ Enjoyment.] Harass or interfere with anyone’s use or enjoyment of the Services, or expose the Company or other users to liability or other harm.
- [No Interference or Disabling of the Services.] Use any device, software, or routine that interferes with the proper working of the Services, or take 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 Website.
- [No Monitoring or Copying Material.] Copy, monitor, distribute, or disclose any part of the Services by automated or manual processes, devices or means. This includes, without limitation, using automatic devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from the Website; provided, however, that the Company conditionally grants to the operators of public search engines revocable permission to use spiders to copy materials from the Publicly Accessible Pages 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.
- [No Viruses, Worms, or Other Damaging Software.] Upload, transmit, or distribute 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.
- [No Unauthorized Access or Violation of Security.] Violate 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.
- [No Reverse Engineering.] Reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying information of or relating to the Services.
- [No Collecting User Data.] Collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, without limitation, their emails, usernames, or passwords.
- [No Other Interference.] Otherwise attempt to interfere with the proper working of the Services.
- [Attempt or Assist Others in Attempting.] Attempt any of the foregoing or assist, permit, or encourage others to do or attempt any of the foregoing.
The Company is based in the United States. The Services are for use by persons located in the United States only. By choosing to access the Services from any location other than the United States, you accept full responsibility for compliance with all local laws. The Company makes no representations that the Services or any of its content are accessible or appropriate outside of the United States.
Intellectual Property Rights
You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and patents, in the Services and its contents, features, and functionality (collectively, the “Content”), are owned by the Company, its licensors, or other providers of such material. The Content is protected by the U.S. and international intellectual property or proprietary rights laws. Neither this Agreement nor your access to the Services transfers to you any right, title, or interest in or to such intellectual property rights. Any rights not expressly granted in this Agreement are reserved by the Company and its licensors.
During the Term of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and access the Content solely for personal and non-commercial use only in accordance with this Agreement. The Content may not be used for any other purpose. This license will terminate upon your cessation of use of the Services or at the termination of this Agreement. You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organization to material posted on our site.
The rights granted to you in this Agreement are subject to the following restrictions:
- [No Modifications.] You shall not modify, create derivative works from, translate, adapt, disassemble, reverse compile, or reverse engineer any part of the Content.
- [No Exploitation.] You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or otherwise exploit the Content or the Services in any way, whether in whole or in part.
- [No Altering of Notices.] You shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Content.
- [No Competition.] You shall not access or use the Contentin order tobuild a similar or competitive website, product, or service.
- [Systematic Retrieval.] You shall not use any information retrieval system to create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.
All trademarks, logos, and service marks displayed on the Services are either the Company’s property or the property of third parties. You may not use such trademarks, logos, or service marks without the prior written consent of their respective owners.
Each party agrees not to disclose any of the other party’s confidential information without the other party’s prior written consent. Each party (including its employees and agents) will use no less than the same standard of care to protect any confidential information disclosed during the performance of this Agreement that it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Each party will use confidential information disclosed by the other party only as required for the performance of this Agreement and for no other purpose. Notwithstanding the foregoing, confidential information shall not include any such information (i) that was known to the receiving party prior to disclosure by the disclosing party, (ii) which is in the public domain through no breach of this Agreement, (iii) which is learned by either party from a third party who to either party’s knowledge after due inquiry does not possess such information unlawfully, (iv) that is independently created or developed by the receiving party without reference to or knowledge of the confidential information, or (v) is required to be disclosed by law or a court of competent jurisdiction.
Reliance on Information Posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
Our Site Changes Regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The information presented on or through the Services is made available for general information purposes only. The Company does not warrant the accuracy, completeness, suitability or quality of any such information. Any reliance on such information is strictly at your own risk. The Company 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.
We use techniques that aim to verify the accuracy of the information provided by our Users, however user verification on the internet is difficult. Learnexus cannot and does not confirm and is not responsible for ensuring the accuracy or truthfulness of Users’ purported identities or the validity of the information which they provide to us or post on Learnexus.
We do not control any information provided by Employers and Freelancers that is placed on the Website. We take reasonable steps to monitor information, which is posted on the Website, including but not limited to any proposal, project posting or communication and may require the removal of any information which breaches our policies.
To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings;
(e) loss of data;
(f) loss of goodwill;
(g) wasted management or office time; and
(h) whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Information about You and Your Visits to Our Site
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 13 years old. If you are a child under 13 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 13 years old, we will delete that information as quickly as possible. If you believe that a child under 13 years old may have provided us personal information, please contact us.
Transactions Concluded through Our Site
Contracts for the supply of goods, services or information formed through our site or as a result of visits made by you are governed by our terms and conditions.
Uploading Material (“User Content”) to Our Site
You shall not (and shall not permit) any third party to either: (a) take any action; or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content, project, or proposal on or through the services (collectively, “Contributions”) we provide, 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
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
You warrant that any such Contributions comply with those standards, and you agree that you shall indemnify us for any breach of this warranty.
You grant to us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use your Contributions and User Content in any way and whether on Learnexus or otherwise for the purposes of:(i) running the service; and (ii) marketing our (and our successors’ and assigns’) services and/or business in any media formats and through any media channels (including, without limitation, third party websites and feeds).
You also grant to each User a non-exclusive, perpetual license to access your Contributions and User Content through Learnexus and/or in the course of a proposal or a project.
You represent and warrant that you have the rights to grant such licenses without infringement or violation of any third-party rights. We have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
The grant of licenses above does not infer on upon us any rights of ownership to your User Content. We do not own any intellectual property rights or have any rights in any work, materials or deliverables developed and created by you under a project.
We reserve the right, but do not have any obligation, to remove, edit, modify or block any Content in our sole discretion, at any time, without notice to you and for any reason or for no reason at all.
We will not be responsible, or liable to any third party, for the content or accuracy of any Contributions by you or any other user of our site.
Viruses, Hacking and Other Offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which 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 offence. We will report any such breach to the relevant law enforcement authorities, and we will co-operate 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.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses 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 material posted on it, or on any website linked to it.
Linking to Our Site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.
The website from which you are linking must comply in all respects with the content standards set out in these terms.
If you wish to make any use of material on our site other than that set out above, please contact us.
Links from Our Site
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER.
THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED ($100) DOLLARS OR THE AGGREGATE AMOUNTS PAID TO THE COMPANY IN THE LAST SIX (6) MONTHS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless the Company 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 this Agreement, and the cost of pursuing any insurance providers, arising out of or relating to your breach of this Agreement or your use or misuse of the Services including, but not limited to, any actions taken by a third party using your account. The Company 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.
All matters 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.
Please read this Section carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Any dispute, claim or controversy 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 City of 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 the Company 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 ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Changes to Terms
- Waiver. Except as otherwise set forth in this Agreement, no failure of the Company to exercise, or delay by the Company 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.
- 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.
- Entire Agreement. This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and the Company 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. The provisions of this Agreement will control over any conflicting provisions in a statement of work, unless the statement of work indicates the clear intent of the parties that such conflicting provision prevail over a term or condition of this Agreement for that particular statement of work. Specifically, the provisions of this Agreement will control over any standard or boilerplate terms and conditions included on any document provided by you and any such terms are expressly rejected by Learnexus and are not part of this Agreement.
- Headings. Headings and titles of sections, clauses, bracketed language, and part designations in this Agreement (collectively, “Headings”) are for convenience only. Headings shall not affect the meaning of any provisions of the Agreement.
- No Agency, Partnership or Joint Venture. No agency, partnership, or joint venture has been created between you and the Company as a result of this Agreement. You do not have any authority of any kind to bind the Company in any respect whatsoever.
- Assignment. You shall not assign or delegate any of your rights or obligations under this Agreement without the prior written consent of the Company. 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. The Company 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.
- 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.
If you have any concerns about material which appears on our site, please report it to us at [email protected].