End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE ACCESSING OR USING LEARNVELO (“SERVICE”). BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY EVERY PROVISION OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

This Agreement is entered into between you (“User,” “you,” or “your”) and Learnvelo, Inc. (“Company,” “we,” “us,” or “our”). If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement, in which case “you” refers to that entity.

This Agreement applies to all users of the Service, including Learners and Instructors, as defined below. Certain provisions apply only to Instructors and are clearly marked as such.

1. Definitions

For purposes of this Agreement:

2. Eligibility and Account Registration

2.1 Age Requirement

You must be at least 18 years of age to use the Service, including to register as an Instructor. By using the Service, you represent that you meet this requirement. Minors aged 13 to 17 may only use the Service as Learners with verified parental or guardian consent. Children under the age of 13 may not use the Service.

2.2 Account Registration

To access the Service, you must create an Account with accurate, current, and complete information and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify us immediately at [email protected] of any unauthorized use of your Account.

2.3 Instructor Registration

To register as an Instructor, you must complete the Instructor onboarding process, which may include identity verification, payment account setup, and agreement to the Instructor Addendum. We reserve the right to approve or reject Instructor applications at our sole discretion. Approval as an Instructor does not guarantee any minimum revenue, audience, or course placement on the platform.

2.4 Prohibited Registrations

You may not create an Account if you have been previously suspended or removed from the Service, or if doing so would violate any applicable law.

3. License Grant

3.1 Learner License

Subject to your compliance with this Agreement and, where applicable, payment of Enrollment fees, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Courses you have enrolled in, solely for your personal, non-commercial educational purposes.

3.2 Instructor License

Subject to your compliance with this Agreement and completion of Instructor registration, we grant you a limited, non-exclusive, non-transferable, revocable license to: (a) access and use the Instructor tools and dashboard; (b) upload Instructor Content to the Service; and (c) publish Courses for enrollment by Learners on the platform.

3.3 Restrictions — All Users

3.4 Reservation of Rights

All rights not expressly granted in this Agreement are reserved by the Company. This Agreement does not transfer any ownership of the Service to you.

4. Instructor Content Ownership and License

4.1 Instructor Retains Ownership

Instructors retain full ownership of all Instructor Content they upload to the Service. The Company makes no claim of ownership over any Instructor Content. Nothing in this Agreement transfers, assigns, or conveys any Intellectual Property Rights in Instructor Content to the Company.

4.2 License Granted to the Company

By uploading Instructor Content and publishing a Course, you grant the Company a worldwide, non-exclusive, royalty-free license to: host, store, cache, reproduce, encode, and transmit your Instructor Content solely for the purpose of delivering it to enrolled Learners; display your name, likeness, biography, and Course preview materials for promotional purposes on the platform and in marketing channels; and create technically necessary derivative works (such as transcoding video for streaming) without altering the substance of your content.

This license is limited to what is necessary to operate the Service and does not permit the Company to resell, relicense, or otherwise commercialize your Instructor Content outside of the platform without your express written consent.

4.3 License Granted to Learners

Upon Enrollment, a Learner receives a limited, personal, non-transferable license to access and view the relevant Course for personal educational purposes only. This license does not grant Learners any right to download (unless you explicitly enable download for your Course), share, reproduce, or redistribute your Instructor Content.

4.4 Acceptable Content Types

Instructors may upload the following content types to the Service:

All uploaded content must comply with the Acceptable Use Policy in Section 9 and our Content Standards guidelines published separately on the platform.

4.5 Content Standards and Moderation

We reserve the right (but not the obligation) to review, remove, or disable any Instructor Content that violates this Agreement, our Content Standards, or applicable law. We will endeavor to notify Instructors of removals and the reasons where legally permissible, but are not required to do so in cases involving illegal content or imminent harm. Repeated violations may result in Instructor account suspension or termination.

4.6 Content Removal by Instructor

Instructors may remove or unpublish Courses from the platform at any time via the Instructor dashboard. However, Learners who have already enrolled in a Course prior to its removal retain access to the Course for the duration of their access period. Removal of a Course does not extinguish the Company’s right to fulfill existing Enrollments or process refund requests for that Course.

4.7 Content Warranties

By uploading Instructor Content, you represent and warrant that: (a) you own or have all necessary rights, licenses, and permissions to upload and publish the content; (b) the content does not infringe any third-party Intellectual Property Rights, privacy rights, or publicity rights; (c) the content is accurate and not misleading; (d) the content does not violate any applicable law or regulation; and (e) you have obtained all necessary consents from any individuals identifiable in the content.

4.8 Pre-Publication Review Requirement

Before making any Course available for Learner enrollment, Instructors are solely responsible for conducting a thorough review of all Course content and materials. This pre-publication review must include verification that: (a) all Instructor Content is complete, accurate, and fit for its intended educational purpose; (b) all uploaded materials (including video, audio, documents, quizzes, code files, and images) function as intended and are free from errors, broken links, or corrupted files; (c) all content complies with the Content Warranties in Section 4.7, this Agreement, and the Company’s published Content Standards; (d) any third-party materials included in the Course are properly licensed for educational use and appropriately attributed; and (e) the Course description, learning objectives, and promotional materials accurately represent the content Learners will receive.

By publishing a Course and enabling Learner enrollment, the Instructor affirmatively represents that this pre-publication review has been completed. The Company strongly recommends that Instructors complete at least one full end-to-end review of their Course from the Learner’s perspective prior to publication. The Company does not independently review all Instructor Content prior to publication and bears no responsibility for Course quality, accuracy, or completeness. Any Learner complaints, refund requests, or reputational harm arising from a failure to conduct adequate pre-publication review are the sole responsibility of the Instructor.

5. Course Pricing

5.1 Platform Minimum Price

The Company establishes a minimum course price floor, which is published in the Instructor dashboard and may be updated from time to time with at least 30 days’ notice. Instructors may not set a Course price below the applicable minimum.

5.2 Instructor Pricing Control

Within the constraints of the minimum price, Instructors have full discretion to set the list price for their Courses. Instructors may also offer free Courses (where permitted under any applicable minimum price waiver) or set different pricing tiers if supported by the platform.

5.3 Price Changes

Instructors may update Course pricing at any time via the Instructor dashboard. Price changes will not affect Learners who have already enrolled at a prior price. We reserve the right to display original and discounted pricing on Course pages for promotional purposes.

5.4 Platform Promotions

From time to time, the Company may run platform-wide promotions, discount campaigns, or coupon programs. If you choose to opt your Courses into such promotions, Revenue Share will be calculated on the actual amount paid by the Learner after any discount, not the list price. Participation in platform promotions is voluntary unless otherwise agreed in a separate Instructor agreement.

5.5 Currency and Taxes

All prices are displayed and transacted in U.S. Dollars unless otherwise specified. Instructors are responsible for understanding and complying with their own tax obligations with respect to Revenue Share payments received. The Company may collect and remit applicable sales or VAT taxes on Course sales where required by law.

6. Instructor Revenue Share and Payments

6.1 Revenue Share Structure

Instructors earn a Revenue Share on each Course Enrollment. You select your Revenue Share percentage during Course setup, subject to the conditions published in the Instructor dashboard. Your selected Revenue Share percentage applies to all Enrollments in that Course unless you change it prospectively via the Instructor dashboard. Changes to your Revenue Share percentage take effect on new Enrollments only and do not affect previously earned or pending revenue.

The Company retains the remainder of Net Revenue as its platform fee. The current Revenue Share range and platform fee structure are published in the Instructor dashboard and may be updated with 30 days’ notice.

6.2 Net Revenue Calculation

Net Revenue is calculated as gross Enrollment fees collected, minus: payment processor fees (e.g., Stripe, PayPal); applicable taxes remitted by the Company; chargebacks and fraudulent transaction reversals; and refunds issued to Learners in accordance with our Refund Policy.

6.3 Payout Schedule

Revenue Share payments are made on a quarterly basis, within 30 days following the end of each calendar quarter (March 31, June 30, September 30, December 31). Quarterly payouts cover all eligible Net Revenue earned during that quarter for which the minimum payout threshold has been met.

6.4 Minimum Payout Threshold

A minimum balance (published in the Instructor dashboard) must be accrued before a quarterly payout is issued. If your balance does not meet the threshold in a given quarter, it will carry forward and accumulate until the threshold is reached in a subsequent quarter.

6.5 Banking Information and Electronic Payment Requirement

All Revenue Share payments are made exclusively by electronic transfer. To be eligible to receive any Revenue Share payments, Instructors must provide valid banking information through the Royalties page of the Learnvelo platform, which connects to our payment processing partner (QuickBooks/Intuit) to securely collect and store banking details. Learnvelo does not directly store Instructor bank account numbers, routing numbers, or other banking credentials — this information is managed solely by QuickBooks/Intuit. Learnvelo does not issue Revenue Share payments by check, cash, or any other non-electronic method under any circumstances.

You are responsible for maintaining accurate and current banking information on the Royalties page at all times. Learnvelo is not liable for failed, delayed, or misdirected payments resulting from incorrect, incomplete, or outdated banking details provided by the Instructor.

6.6 Forfeiture of Unclaimed Royalties

Any accrued Revenue Share that cannot be paid due to an Instructor’s failure to provide valid banking information on the Royalties page will be held by Learnvelo for a period of one hundred and twenty (120) days from the date on which the payment was first scheduled for disbursement (the “Holding Period”). Learnvelo will make reasonable efforts to notify the Instructor via the email address associated with their Account that payment is pending and that banking information is required.

If valid banking information is not provided within the 120-day Holding Period, the full amount of any accrued and unpaid Revenue Share will be permanently forfeited and shall revert to Learnvelo. The Instructor will have no further right or claim to such forfeited amounts. By accepting this Agreement, Instructors expressly acknowledge and agree to this forfeiture provision as a condition of using the platform’s royalty payment system.

6.7 Taxes and Withholding

You are solely responsible for all taxes, duties, and levies applicable to Revenue Share payments you receive. Where required by law, Learnvelo may withhold taxes from Revenue Share payments and remit them to the appropriate tax authority. You may be required to provide tax documentation (e.g., W-9, W-8BEN) before payouts can be processed. Failure to provide required documentation may result in withheld payments.

6.8 Disputed Earnings

If you believe there is an error in your Revenue Share calculation, you must notify us in writing at [email protected] within 60 days of the relevant payout date. Failure to dispute within this period constitutes acceptance of the payout as accurate. We will investigate disputes in good faith and respond within 30 business days.

6.9 Effect of Termination on Revenue Share

Upon termination of your Instructor Account, any accrued Revenue Share meeting the minimum payout threshold will be paid out in the next scheduled quarterly cycle. Revenue Share below the minimum threshold at the time of termination will be forfeited unless otherwise required by applicable law.

7. Learner Subscriptions and Payments

7.1 Course Access and Enrollment

Learners may access Courses through individual Course purchases, subscription plans, or free enrollment where offered. Subscription plans, pricing, and included features are described on our website and may change with 30 days’ notice.

7.2 Automatic Renewal

Subscription plans auto-renew at the end of each billing period unless cancelled before the renewal date. By providing a payment method, you authorize us to charge recurring fees to that method.

7.3 Refund Policy

Learners may request a refund within 30 days of Course Enrollment if they have completed less than 30% of the Course content. Refunds are not available after 30 days or once a Course completion certificate has been issued. Refunds are processed to the original payment method within 5–10 business days.

7.4 Chargebacks

If a Learner initiates a chargeback with their payment provider, the disputed amount will be deducted from Net Revenue and therefore from applicable Instructor Revenue Share for that Enrollment. We will notify affected Instructors of material chargebacks upon request.

8. Artificial Intelligence Features

8.1 Nature of AI Features

The Service incorporates AI-powered features including personalized learning recommendations, automated quiz generation, content summaries, and adaptive learning pathways. These features are provided for educational enhancement purposes only.

8.2 AI Disclaimers

AI-generated content and recommendations are not a substitute for professional advice, instruction, or human judgment. The Company does not warrant the accuracy, completeness, or fitness for any particular purpose of AI-generated outputs. Instructors are responsible for reviewing any AI-assisted content or tools associated with their Courses before publishing.

8.3 Data Used by AI Features

AI Features may use anonymized and aggregated learning activity data to improve platform recommendations. Identifiable personal data will not be used to train AI models without your explicit consent, as further described in our Privacy Policy.

9. Acceptable Use Policy

Violation of this policy may result in immediate Account suspension or termination, removal of Instructor Content (Instructors only), forfeiture of accrued Revenue Share (Instructors only) where permitted by law, and/or legal action.

10. Intellectual Property

10.1 Platform IP

The Service, its underlying technology, design, trademarks, logos, and all Company-created content are owned by the Company or its licensors and protected by applicable Intellectual Property laws. Nothing in this Agreement grants you any ownership rights in the platform.

10.2 Instructor IP — Reaffirmation

As stated in Section 4, Instructors retain full ownership of their Instructor Content. The Company will not claim co-authorship, joint ownership, or work-made-for-hire status over any Instructor Content under any circumstances.

10.3 Feedback

If you submit feedback, suggestions, or ideas about the Service, you assign all rights in that feedback to the Company. We may use feedback freely without compensation or attribution.

10.4 DMCA Compliance

If you believe content on the platform infringes your copyright, submit a DMCA takedown notice to [email protected]. We will respond in accordance with the Digital Millennium Copyright Act. Repeat infringers will have their Accounts terminated.

11. Service Availability and Modifications

11.1 Uptime

We strive to maintain high availability but do not guarantee uninterrupted, error-free, or fully secure access. Scheduled maintenance will be communicated in advance where practicable. We are not liable for losses resulting from downtime or interruptions.

11.2 Platform Changes

We may modify, add, or remove platform features at any time. Material changes affecting Instructor monetization, pricing floors, or Revenue Share structures will be communicated with at least 30 days’ notice. Continued use of the Service after notice of changes constitutes acceptance.

11.3 Course Availability

While we endeavor to maintain long-term availability of published Courses, we reserve the right to remove Courses that violate this Agreement or applicable law. In the event of a platform shutdown, we will provide Instructors with at least 90 days’ notice and facilitate reasonable data export. Learners will receive at least 30 days’ notice and the ability to export their grades, progress, and completion certificates prior to shutdown.

12. Term and Termination

12.1 Term

This Agreement begins when you first access or use the Service and continues until terminated.

12.2 Termination by You

You may terminate your Account at any time by contacting [email protected]. Instructors who terminate their Accounts retain the right to receive any accrued Revenue Share meeting the minimum payout threshold in the next quarterly cycle.

12.3 Termination by Company

We may suspend or terminate your Account immediately, without prior notice, if: (a) you breach any provision of this Agreement; (b) we are required to do so by law; (c) your Instructor Content violates third-party rights or applicable law; (d) you engage in fraudulent activity; or (e) you fail to pay applicable fees.

12.4 Effect of Termination on Instructors

Upon termination of an Instructor Account: (a) your Courses will be unpublished and made unavailable to new Learners; (b) existing Learners retain access to enrolled Courses for the remainder of their access period; (c) accrued Revenue Share at or above the payout threshold will be paid in the next quarterly cycle; (d) Revenue Share below the threshold is forfeited unless otherwise required by law; and (e) the content license granted to the Company in Section 4.2 terminates, except to the extent needed to fulfill existing Enrollments.

12.5 Effect of Termination on Learners

Upon termination of a Learner Account: (a) access to all enrolled Courses ends immediately; (b) any refund eligibility is determined under Section 7.3; and (c) completion certificates issued prior to termination remain valid.

12.6 Survival

Sections 4.1 (Instructor Ownership), 10 (IP), 12.5 (Effect of Termination on Learners), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Privacy), 17 (Confidentiality), 19 (Dispute Resolution), and 22 (General Provisions) survive termination.

13. Disclaimers and Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY COURSE CONTENT IS ACCURATE, COMPLETE, OR CURRENT. AI-GENERATED CONTENT IS PROVIDED FOR EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. FOR INSTRUCTORS: WE DO NOT GUARANTEE ANY MINIMUM NUMBER OF ENROLLMENTS, REVENUE, OR EARNINGS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING FROM YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO YOU (FOR INSTRUCTORS) OR BY YOU (FOR LEARNERS) IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and successors from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Service; (b) your Instructor Content or Courses (Instructors only); (c) your breach of this Agreement; (d) your violation of any applicable law; (e) your infringement of any third-party rights, including Intellectual Property Rights; or (f) any claim by a Learner arising from your Course content or representations (Instructors only).

16. Privacy and Data Protection

16.1 Privacy Policy

Your use of the Service is governed by our Privacy Policy, incorporated herein by reference. By using the Service, you consent to the collection, use, and sharing of your information as described therein.

16.2 Instructor Data

We collect and process Instructor data including identity information, payment account details, Course analytics, and learner engagement metrics. This data is used to operate the platform, calculate Revenue Share, improve the Service, and comply with legal obligations. We do not sell Instructor personal data.

16.3 Learner Data and FERPA

To the extent learner data collected through the Service is subject to the Family Educational Rights and Privacy Act (FERPA) or similar educational privacy laws, the Company operates as a “school official” under FERPA with a legitimate educational interest and processes such data only as permitted by applicable law. Instructors may not independently collect, store, or use learner personal data outside the platform without express learner consent.

16.4 GDPR — EEA Users

If you are located in the European Economic Area, we process your personal data under applicable legal bases. Data transferred outside the EEA is subject to appropriate safeguards including Standard Contractual Clauses. You have the right to access, correct, delete, or port your data and to lodge a complaint with your local data protection authority.

16.5 CCPA — California Users

California residents have rights under the CCPA including the right to know, delete, and opt out of the sale of personal information. We do not sell personal information as defined under the CCPA. Submit requests to [email protected].

16.6 Cookies

We use cookies and similar technologies to operate the Service, remember preferences, and analyze usage. You may control cookies through your browser settings. Disabling cookies may affect Service functionality.

16.7 Data Retention

We retain personal data as long as your Account is active or as needed for legal and operational purposes. Upon account deletion, personal data is deleted or anonymized within 90 days, except where retention is required by law.

17. Confidentiality of Compliance Materials

17.1 Confidential Nature of Compliance Materials

All Compliance Materials made available through the Service constitute confidential and proprietary information of the Company. Compliance Materials may contain sensitive details regarding the Company’s security architecture, infrastructure, vendor relationships, data handling practices, and risk management processes. By accessing any Compliance Materials, you acknowledge their confidential nature and agree to the obligations set forth in this Section.

17.2 Non-Disclosure Obligations

You agree that you will: (a) use Compliance Materials solely for the purpose of evaluating or verifying the Company’s compliance posture in connection with your institution’s use of the Service; (b) not disclose, distribute, publish, or otherwise make Compliance Materials available to any third party without the prior written consent of the Company; (c) limit access to Compliance Materials within your organization to individuals who have a legitimate need to review them for compliance evaluation purposes and who are bound by confidentiality obligations no less protective than those in this Section; and (d) not use Compliance Materials, or any information contained therein, to identify or exploit vulnerabilities in the Service, to reverse engineer any aspect of the Company’s infrastructure, or to develop or assist any competing product or service.

17.3 Permitted Disclosures

Notwithstanding Section 17.2, you may disclose Compliance Materials: (a) to the extent required by applicable law, regulation, or valid legal process, provided that you give the Company prompt written notice (where legally permitted) so that the Company may seek a protective order or other appropriate remedy; or (b) to a regulatory body or accreditation authority with jurisdiction over your institution, provided such disclosure is limited to what is reasonably necessary to satisfy the regulatory or accreditation requirement.

17.4 Return or Destruction

Upon termination of your Account, expiration of your institution’s agreement with the Company, or upon the Company’s written request, you must promptly destroy all copies of Compliance Materials in your possession or control and, upon request, certify such destruction in writing.

17.5 Remedies

You acknowledge that unauthorized disclosure of Compliance Materials may cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this Section without the necessity of posting a bond.

17.6 Survival

The obligations in this Section 17 shall survive termination or expiration of this Agreement for a period of three (3) years following the date on which you last accessed any Compliance Materials.

18. Third-Party Services

The Service may integrate with third-party tools including payment processors, video hosting providers, and analytics services. These providers have their own terms and privacy policies, which you are responsible for reviewing. We are not liable for the actions, content, or practices of third-party services. Disabling a third-party integration may affect certain Service functionality.

19. Dispute Resolution and Governing Law

19.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.

19.2 Informal Resolution

Before initiating formal proceedings, you agree to attempt to resolve any dispute by contacting [email protected]. We will attempt resolution within 30 days.

19.3 Binding Arbitration

Unresolved disputes shall be settled by binding individual arbitration under the American Arbitration Association Consumer Arbitration Rules. Arbitration will be conducted in English. Judgment on any award may be entered in any court of competent jurisdiction.

19.4 Class Action Waiver

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDINGS. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS.

19.5 Exceptions

Either party may seek emergency injunctive relief in a court of competent jurisdiction to protect Intellectual Property Rights or prevent irreparable harm.

20. Force Majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, epidemics, pandemics, power or internet outages, or third-party service failures. The affected party will promptly notify the other and use commercially reasonable efforts to resume performance.

21. Changes to This Agreement

We may modify this Agreement at any time. Material changes will be communicated by email or prominent in-Service notice at least 14 days before taking effect. Changes affecting Instructor Revenue Share, content ownership, or payout terms will carry at least 30 days’ notice. Continued use of the Service after the effective date of any changes constitutes acceptance of the revised Agreement.

22. General Provisions

22.1 Entire Agreement

This Agreement, together with our Privacy Policy, Content Standards, and any applicable Instructor Addendum or Order Form, constitutes the entire agreement between you and the Company regarding the Service and supersedes all prior agreements and understandings.

22.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

22.3 Waiver

No failure or delay in exercising any right constitutes a waiver. A waiver of any breach is not a waiver of subsequent breaches.

22.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or asset sale. Any unauthorized assignment is void.

22.5 Export Controls

You may not use the Service in violation of U.S. export laws. You represent that you are not located in a U.S.-embargoed country and are not on any U.S. restricted party list.

22.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors. No third party has rights under this Agreement.

22.7 Notices

Notices to you will be sent via email to your Account address or via in-Service communication. Notices to us must be sent to [email protected] or by certified mail to our registered address.

23. Contact Information

For questions about this Agreement, please contact us:

By clicking “I Agree” or accessing the Service, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement, including all provisions applicable to your role as a Learner or Instructor.