General Terms and Conditions
Learnship Corporation (“Learnship”, “we”, and/or “us”) is a Delaware corporation and the owner and operator of the website located at www.learnship.com (“Website”) and other services related to language instruction, including virtual classrooms where Learnship instructors conduct one-on-one and group language instruction sessions (“Sessions”), software, iOS application applications, content files, virtual classrooms and boards, audio and video, scripts, instruction sets, Session materials, books, surveys, homework, vocabulary lists, books, reports, testing and other learning materials, and any related documentation (collectively, “Services.” For the avoidance of doubt, anything related to the one-on-one or group language Sessions or the Website is included in the Services.).
The Terms are applicable to both (a) corporate users (“Employers”) who set up certain Services for third parties, including company employees and their families (collectively, “Employees”) and (b) to individuals who access the Services. The terms “you”, “your”, and “Users” encompass all users, including both corporate users, individual users and anyone else who accesses the Services.
If you are agreeing to the Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and other affiliated Users including its Employees. In that case, the terms “you,” “your,” and “Users” shall also refer to such entity, its Employees, and its other affiliates. If you do not have such authority or if you do not agree with the Terms, you may not access the Services. You acknowledge that the Terms constitute a contract between you and Learnship, even though they are electronic and not physically signed by you and Learnship, and they govern your use of the Services.
You agree that your access to and use of the Services is subject to the Terms and all applicable laws, and that any such access or use is undertaken at your own risk.
§1 We Reserve the Right to Update and Revise These Terms at Any Time
From time to time, we will review the Terms to ensure they accurately reflect developments in the law and our business operations. We reserve the right to update and revise the Terms at any time, effective upon posting. Any new features or tools that are added to the current Services shall also be subject to the Terms. All descriptions of Services and pricing terms are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue the Services or any part thereof at any time.
By using the Services you understand and agree that Learnship may share information about you and your transaction(s) with other companies for any business purposes, including without limitation, processing your payments or other transaction(s), fraud prevention, and credit card authorization. You also understand and agree that where applicable certain information about you and content you provide may be shared with your Employer and other Users as set forth herein and in the Terms.
By accessing the Services you affirm that you are fully able and competent to enter into and comply with the Terms. We only permit individuals who are at least 18 years old and who can form legally binding contracts with us to use the Services.
You can only use or access the Services to the extent applicable laws in your jurisdiction do not bar you from doing so. Although the Services may be accessible worldwide, this does not mean all Services are available in your country, or that all Services, or content contained therein, are legal in your country. It is your responsibility to make sure your use of the Services is legal where you use them. You agree that you will not use the Services in any country or in any manner prohibited by United States export control laws or any other law, restrictions, or regulations that apply to you.
We reserve the right, but are not obligated, to further limit the access of our Services (or certain features or content thereof) to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis.
By using the Services, you represent and warrant that you meet all eligibility requirements we outline in the Terms. We may also change our eligibility criteria at any time.
§4 Account Registration
Some of our Services, such as participating in Sessions, may require you to create an account and set up a User profile. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your account at all times. Incorrect or outdated information may lead to errors or delays, for which we will not be responsible.
As part of the registration process, you will be required to create a user name and password for your account. You are solely responsible for maintaining the confidentiality and security of your user name, password, and other account information and for all activities that occur under your login or account. You should never publish, distribute, or post login information for your account. We are not liable for any damages or loss caused from any unauthorized account access. Please notify Learnship at firstname.lastname@example.org immediately if you become aware of any unauthorized use of your account.
We reserve the right to refuse to accept or to cancel any registration, whether or not the registration has been confirmed, for any or no reason, and without liability to you or anyone else. We also reserve the right to limit or prohibit all activity, including orders or registrations that, in our sole judgment, appear to be malicious or unlawful.
§5 Availability and Quality
From time to time, the Services may be unavailable for reasons beyond our control, such as power and telephone outages, internet service disruptions, and other network errors. We expressly disclaim all liability for such interruptions. If participation in a Session is restricted or substantially interrupted due to inaccessibility attributed to Learnship, you will be credited for such Session on a pro-rata basis.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or due to other causes beyond our control. Learnship shall use reasonable efforts to provide notice of any scheduled material disruption in service.
§6 Letter Agreement & Session Policies
Some of the Services require that you or your Employer enter into a separate Letter Agreement with us. In the event that the terms of a Letter Agreement entered into by you or your Employer are inconsistent with the Terms of Service, the Letter Agreement shall govern.
- The Letter Agreement shall set forth the scope and length of your Sessions.
- Employers with Letter Agreements for corporate accounts may transfer one Employee’s Sessions to another of its Employees after first notifying Learnship of its intent to do so.
- Unless otherwise set forth in the Letter Agreement, all unused Sessions will expire no later than twenty-four (24) months after the date of the Letter Agreement.
- Users shall book their Sessions by accessing their account on the Website.
- Our Session cancellation policy is set forth in the Letter Agreement. All cancellations must be made via your account on the Website. No other method of cancellation will be accepted.
- If you fail to cancel a booked Session by the deadline set forth in the Letter Agreement, you will be charged in full for the missed Session, and you are not entitled to any reimbursement or credit.
- All Sessions are conducted via both computer network and an audio landline or a Voice Over IP connection. Upon approval and for an additional fee, your Sessions may be conducted via mobile network.
- You can change the phone number where you can be reached by the instructor up to fifteen (15) minutes before the start of a Session via your account on the Website. If you change your contact number less than fifteen (15) minutes before the start of a Session, you will be deemed to have missed the Session. You will be charged in full for the missed Session, and you are not entitled to any reimbursement or credit.
- If Learnship fails to conduct a Session at the scheduled time or if a Session is significantly interrupted due to a transmission failure beyond the User’s control, the User shall have the right to be credited for the Session. Learnship will make an effort to take into account the schedules of all Users when rescheduling group Sessions. For the avoidance of doubt, disruptions that are within the User’s scope of responsibility, including the failure or interruption of the User’s mobile network, are deemed to be within the User’s control and will be charged in accordance with the Terms.
- You agree to be instructed by any instructor who, at Learnship’s sole discretion, is qualified to instruct your Session(s). Learnship may honor your request for a particular instructor but is under no obligation whatsoever to do so. While Learnship endeavors to engage one instructor to conduct all your Sessions in a particular language, in some instances, Learnship may schedule another instructor to instruct your Sessions.
- You agree to conduct yourself professionally during the Sessions. If you disrupt or interfere with a Session, Learnship may, at its sole discretion, terminate or restrict your access to the Session and future Sessions, or immediately terminate your account or Letter Agreement for cause. Neither you nor your Employer (if applicable) will be reimbursed or entitled to reschedule any Sessions terminated or restricted by Learnship pursuant to the Terms.
- Learnship does not want you to disclose confidential information or trade secrets to us, your Learnship instructors, other Users, or anyone else who accesses the Services, and we are not responsible for maintaining the confidentiality of such information if you do so.
- Employers are responsible for all charges, fees, and other penalties incurred by their Employees.
§7 Modification of Services
We may modify, update, or discontinue the Services (including any of their portions or features) at any time without liability to you or anyone else; however, we will make a reasonable effort to notify you before we make such change. We will also allow you a reasonable time to save Your Content and other data related to the Services. If such a modification results in a material change to the Letter Agreement, you may terminate the Letter Agreement within ten (10) days, and we will provide you with a pro rata refund for any unused Services that you may have prepaid. If you do not notify us of your intention to terminate the Letter Agreement within ten (10) days after we have notified you of such modification, you will be deemed to have accepted those changes. If we discontinue the Services in their entirety, we will provide you with a pro rata refund for any unused fees for those Services that you may have prepaid.
We recommend that you regularly back up any data or content, including Your Content, related to the Services. We may create reasonable technical limits on your use of the Services, such as limits on file size, storage space, processing capacity, and other technical limits. Your access to all materials related to your Sessions, including Your Content (as defined herein), Learnship books and other online material shall terminate once you have completed the Sessions.
§9 Downloads and Additional Software
You are responsible for ensuring your access to the Services, including installing necessary hardware and operating system and browser software, maintaining a reliable Internet connection, modifying your firewall settings. Your use of the Services may require you to download software, data, or content which may require that you agree to additional terms and conditions. Any content or software downloaded or otherwise obtained from the Services or any third party software provider is at your own discretion and risk, and you are solely responsible for any resulting damage, including damage to your computer system or loss of data.
The Services are compatible with most commercially available browsers and operating systems. Adobe Flash is required on PCs in order to transmit and receive WebCam signals. Some Services, including the Sessions, require both Internet access and a direct telephone connection landline, Voice Over IP, or access to Skype.
Users are required to update necessary software and hardware as reasonably requested by Learnship.
§10 Learnship License
Subject to your compliance with the Terms and the law, you may access and use the Services. We (and our licensors) remain the sole owner of all right, title, and interest in the Services. We reserve all rights not granted under the Terms. In addition, any content that we provide to you is licensed, not sold, to you. If you have entered into a Letter Agreement with Learnship or your Employer has done so on your behalf, Learnship grants you a personal, non-sublicensable and non-exclusive license to use its online platform for supplemental instruction and testing materials for the term of the Letter Agreement. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Learnship only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any software solely in connection with the Services. Any rights not expressly granted herein are reserved.
§11 Content Submitted by You and Others
- “Your Content” means any non-public data or content you upload, post, transmit or otherwise make available via the Services (which may include data you import from Non-Learnship products you use). Your Content includes communications with your Learnship instructors and other Users in your group Sessions, files you upload, comments, assessment and survey results, test results, homework, Session video and audio recordings of you, reports about your progress (even if created by us), profile and account information and anything else you enter or upload into the Services. You retain all rights and ownership of Your Content. You are solely responsible for the Your Content, its accuracy, and for the consequences of submitting or posting Your Content. We are not responsible for, and we do not endorse, the opinions, advice, suggestions or recommendations constituting Your Content, and we specifically disclaim any liability in connection therewith.
- License to Your Content. We do not claim any ownership rights to Your Content. We do, however, require certain licenses from you, as set forth in the Terms, to Your Content in order to operate and enable the Services. For example, we need to be able to transmit, store, record, and copy Your Content in order to display it to you, your Learnship instructor, Employer, or other Users in your group Session; create backups to prevent data loss and to monitor and maintain quality control; and anything else Learnship deems necessary to provide the Services. Your acceptance of the Terms gives us the permission to do so and grants us any rights necessary to provide the Services to you. This permission includes allowing us to use third party service providers (including, but not limited to, Skype, Amazon Web Services and credit card processors such as Stripe) in the operation and administration of the Services, and the rights granted to us are extended to these third parties to the degree necessary. We reserve the right to review, remove, block, or modify any content on the Services, including Your Content, without notice or further obligation to you.
In some instances you consent to share Your Content with others, such as when you participate in a group Session or when you are accessing the Services at the request of your Employer. We do not monitor or control what others do with Your Content. Other Users in your group Session may have access to some of your profile information, including your city and country of residence and any photo or introductory text you may have included in your profile.
If your Employer has set up the Services on your behalf, you also grant your Employer a license to access Your Content through the Services. This license shall survive the termination of your account. Employers are solely responsible for ensuring that all uses of the Services by their Employees comply with applicable federal, state and international laws and for ensuring that their Employees agree to the Terms. All Users who are Employees acknowledge that the Employer who set up the Services for your use has certain rights to access your account, view Your Content, limit your access to the Services, terminate your account, and may obtain information about you related to the Services. Among other information, Employers shall have access to our assessments of your skills, reports on your progress, and the results of surveys you complete.
- We may host user-generated content from our Users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. Learnship does not control or endorse the content or data contributed by any User or third party. We make no claims or representations regarding any content we do not create. We do not endorse or have any associations with third party sites or resources that we may link to on the Services. We take no responsibility related to Your Content, Public Content, user-generated content, third party content, data or content submitted by any User, or any actions resulting from your use of any part of the Services. If any damage or loss results from your use of, reliance on, or any other connection between you and any content or data that any User or other third party, including an Employee or Employer, makes available, you acknowledge and agree that we are not responsible or liable, directly or indirectly. When you access third party resources on the Internet or through the Services, you do so at your own risk.
- Public Content. When you submit, distribute, transmit, or post any communications or any other material directly to us (either via email or through the Services or through our pages on third party sites, such as Instagram, Twitter and Facebook) (“Public Content”), in addition to the Warranty and Indemnification Obligations set forth herein, you also grant us the unrestricted right and license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your Public Content in any and all media formats or distribution channels. You agree that this license includes the right for Learnship to use your Public Content for commercial services, including but not limited to, to provide, promote, market, advertise, and improve the Services. You agree that this license is irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid, royalty-free, and will survive termination of your account. We may use Public Content without compensation of any kind to you, including if we use Public Content for advertising or promotional purposes. Public Content shall not include non-public content related solely to your participation in the Sessions.
§12 Conduct and Misuse
In addition to any other act that Learnship in its sole discretion deems to be misuse, you may not:
- take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;
- interfere or attempt to interfere with the proper working of the Services any activities conducted on the Services;
- bypass, circumvent, or attempt to bypass or circumvent, any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;
- copy, modify, host, stream, sublicense, resell, share, transfer, or create work derivative of the Services, including any content or information related to the Sessions;
- enable or allow others to use the Services using your account information;
- use the Services to construct any kind of database;
- access or attempt to access the Services by any means other than the interface we provided or authorized;
- share content or engage in behavior that violates anyone’s intellectual property rights;
- upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- attempt to disable, impair, or destroy the Services;
- use the Services to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- publish anyone’s identification documents or sensitive financial information;
- disrupt, interfere with, or inhibit any other Users from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
- engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
- place advertisement of any products or services in the Services;
- manipulate identifiers in order to disguise the origin of any of Your Content or other content, including Public Content;
- upload, post, transmit, or otherwise make available any of Your Content or other content, including Public Content, that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- use any data mining or similar data gathering and extraction methods in connection with the Services;
- violate any applicable law or regulation;
- violate the Terms; or
- collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
You are responsible for your conduct, Your Content, your Public Content, and all communications with others while using the Services. We are not responsible for the accuracy, appropriateness, or legality of content submitted by you, your Employees or Employers, or any other Users or any other information you may be able to access using the Services.
Learnship has no obligation to monitor any information on the Services. Nevertheless, you acknowledge that Learnship and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove Your Content or your Public Content that is available via the Service where we deem appropriate, including for violations of the Terms or in response to a User complaint. For example, we may choose to review Your Content for compliance with our policies and guidelines. If, for instance, you upload files that do not belong to you, we can delete those files. Learnship may remove or disable Your Content or your Public Content at any time for any reason or for no reason at all. You must evaluate, and bear all risks associated with, Your Content and your Public Content and your access to the content of other Users.
You shall comply with any codes of conduct, policies, storage limitations, or other notices Learnship provides or publishes in connection with the Services. You shall promptly notify Learnship if you learn of a security breach related to the Services.
§13 Payment/Credit Card Information
Some of our Services are accessible only for a fee, as set forth in the Letter Agreement. If you are required to pay for the Services on behalf of yourself or your Employees, you agree to provide current, complete, and accurate purchase and account information for all orders placed with Learnship. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
You agree to pay Learnship in accordance with the Letter Agreement, and you authorize Learnship to bill your payment instrument in advance on a periodic basis in accordance with such terms. Learnship will not commence performance, and the Letter Agreement shall not take effect, until Learnship has accepted a purchase order submitted by you and has received all payments.
If you dispute any charges you must let us know within sixty (60) days after the date that the charge was incurred. All amounts paid are non-refundable, and we reserve the right to change our prices in the future. If we increase our prices for your service plan, we will provide notice of the change to you at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
If your credit card has already been charged for Services that are later cancelled, we will issue you a refund. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the registration was made.
§14 Taxes and Third Party Fees
You must pay any applicable taxes, and any applicable third party fees (including, for example, telephone charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). When you connect to a Session or audio conference, including when you select the “call me” option on the Services, you may incur fees from third parties such as your mobile or telephone service provider. Learnship is not responsible for these fees, and those third party fees are not included in the Service fees. You should contact your service providers if you have questions about connecting to the Services or audio conferences.
§15 Your Warranty and Indemnification Obligations
By uploading your CONTENT, public content or any other content to the Services, you agree that you have: (a) all necessary licenses and permissions to use and share such Content and (b) the rights necessary to grant the licenses in these terms. You also represent that such Content and your other activities in connection with the Services, and Learnship’s exercise of all rights and licenses granted by you in the Terms, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does such Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to such content, your use of the Services, or your violation of these terms. if you are an employer, You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to such content submitted by any of your employees, use of the Services by any of your employees, or any violation of these terms by any of your employees.
§16 Errors, Inaccuracies, and Omissions
Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.
§17 Learnship Intellectual Property
All content that appears on or is related to the Services, including without limitation all designs, illustrations, icons, photographs, video clips, books, session materials, homework, vocabulary lists, testing materials, surveys, certificates, reports, and other written materials, as well as the compilation of the Services, are the exclusive property of Learnship or our licensors and is protected by United States and international copyright laws. All trademarks, service marks, and trade names that appear on the Services and the overall “look and feel” of the Services (collectively the “Marks”) are proprietary to Learnship, or the respective owners of such Marks. You may not display, reproduce, or otherwise use the content or materials on the Services, including the Marks, without first receiving written consent from us. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Services.
Scraping the Services or using other automated or manual means to take our content is expressly prohibited. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, or other intellectual property laws, or the laws of privacy, publicity, and/or communications regulations and statutes.
If you would like to request authorization to use the materials or content on the Services, please contact us at email@example.com.
§18 Copyright Infringement
Learnship has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). You are hereby informed that Learnship has adopted and reasonably implemented a policy that provides for the termination of access, in appropriate circumstances, to users who are repeat copyright infringers. Learnship may, in appropriate circumstances and at its discretion, disable and/or terminate access to users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Learnship’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located;
- your address, telephone number, and, if available, email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
§ 19 WARRANTY DISCLAIMER
You understand and agree that Learnship has no duty to take any action regarding which Users access the Services, what content you access via the Services, what effects the content may have on you, how you may interpret or use the content, or what actions you may take as a result of your exposure to the content.
You release us from all liability related to you acquiring or not acquiring content through the Services. No advice or information, whether oral or written, obtained through the Services, including via a Learnship instructor, shall create any warranty whatsoever. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. Your interactions with organizations or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations or individuals.
Some of the Services are a public forum, and other Users or third parties may attempt to obtain personal information about you in order to harass or injure you. By using the Services you acknowledge and agree that Learnship is not responsible for others’ misuse of Your Content or Public Content or any other information related to your use of the Services.
You acknowledge that Your Content may be transmitted or handled in an unencrypted manner if you use unencrypted gateways to connect to the Services. While Learnship takes measures to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that those transmissions will be encrypted. You acknowledge that you are solely responsible for backing up Your Content and for providing your own adequate security protection, including maintaining your browser security settings and using up-to-date anti-virus software. Learnship shall have no liability to you for any unauthorized access or use of any of Your Content or Public Content or any corruption, deletion, or destruction of any of content.
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEARNSHIP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY LEARNSHIP OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, LEARNSHIP DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
§20 LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEARNSHIP OR ANYONE REPRESENTING LEARNSHIP, INCLUDING ANY THIRD PARTY PROVIDER, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE SERVERS OF LEARNSHIP OR ITS THIRD PARTY PROVIDERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN BY; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $100.00.
THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LEARNSHIP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
§21 Disclaimer to Employers
If you are an Employer, you acknowledge and agree that: information provided by Learnship related to the performance of your Employees shall be only one element of a comprehensive applicant or employee evaluation process and (b) it shall be the Employer’s responsibility to comply with the Uniform Guidelines on Employee Selection Procedures (“UGESP”) issued by the U.S. Equal Employment Opportunity Commission (“EEOC”), as well as the regulations comprised in Title VII of the Civil Rights Act of 1964 (Title VII), The Age Discrimination in Employment Act of 1967 (ADEA), The Americans with Disabilities Act of 1990 (ADA), and any other laws, guidelines, or regulations affecting employee hiring and retention or that ensure employers avoid cultural bias and unfair discrimination. Employers shall not use or cause their Employees to use the Services where forbidden by applicable law.
LEARNSHIP WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR CLAIMS OR LOSSES ARISING OUT OF OR RELATED TO EMPLOYERS’ HIRING OR OTHER EMPLOYMENT PRACTICES, INCLUDING WITHOUT LIMITATION EMPLOYERS’ BREACH OF THIS SECTION 21.
We reserve the right to terminate your right to use the Services or block or prevent your access to the Services, with or without cause, and without providing you with notice or reason. In the event of termination, your obligations under the Terms will still continue.
Once you have completed your Sessions or used up all of your access credits, Learnship has the right, but not the obligation, to terminate the Letter Agreement and to block or delete your account, Your Content, or any other data related to your use of the Services. Once you have completed your Sessions, you will no longer have access to any related content, including Your Content and other course materials.
You may terminate your account or Letter Agreement at any time by emailing us at firstname.lastname@example.org. Unless otherwise required by law or necessity, we will delete Your Content once you terminate your account. Nevertheless, any licenses granted by you under the Terms shall survive even after your account has been terminated.
§22 Governing Law
You agree that the Services are solely based in New York, USA, and your use of the Services in another jurisdiction does not give rise to personal jurisdiction over Learnship in jurisdictions other than New York. The laws of the State of New York will govern the Terms and the relationship between you and Learnship as if you signed the Terms in New York, without regard to New York State’s conflicts of laws rules. If any provisions of the Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of the Terms.
If any part of the Terms is invalid, void, or for any reason unenforceable, that provision will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
§23 Entire Agreement
These Terms constitute the entire agreement between you and Learnship and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. All statements about Learnship Services not contained in the Terms, including statements on advertising, marketing, or promotional material, or the Website, or elsewhere, are strictly provided for informational purposes are do not constitute an agreement, guarantee, or warranty of any type and are strictly disclaimed herein. Any rights not expressly granted herein are reserved.
We are not liable for any failure to perform any of our obligations stated in the Terms if the failure results from a cause beyond our reasonable control, including mechanical, electronic or communications failure or degradation.
You cannot assign, transfer or sublicense the Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
The failure of Learnship to exercise or enforce any rights or provision of the Terms shall not constitute a waiver of such right or provision.
The section and paragraph headings in the Terms are for convenience only and do not affect their interpretation. Whenever the words “include,” “includes” or “including” are used in the Terms, they shall be deemed to be followed by the words “without limitation.” Whenever the word “or” is used in the Terms, it shall not be deemed exclusive. All terms defined in the Terms of Service shall have the defined meanings when used in any of the Terms unless otherwise defined therein. The definitions contained in the Terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you related to the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
§25 Contact us
If you have any questions, complaints, or claims with respect to the Services or any of the Learnship agreements or Terms, you may contact us at email@example.com.
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