Terms of Service

Learners Guild, Ltd.

A Delaware Public Benefit Corporation

Last Updated: April 21, 2016

These Terms of Service (the “Terms”) sets forth the terms and conditions that govern your use of a Learners Guild, Ltd. (“we”, “us”, or the “Company”) website (including any mobile and/or application based version thereof (collectively, the “Site”) and the services and products offered thereunder (with the Site, collectively, the “Service”). By accessing or using the Service, you agree with the Company to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service. Use of the Service is solely for your own use, and not for the use of benefit of any third party. Only individuals may use the Service. You may not transfer the right to use the Service to any other person or entity.

We may refuse to provide the Service to any person in our sole discretion. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Service in any way.

The Service is not available to individuals who are younger than 18 years old, and persons under the age of 18 are prohibited from creating an account and using the Service. You represent that you are more than 18 years of age and are fully able and competent to agree to the terms and conditions set forth in these Terms, and to abide by and comply with these Terms.

We have the right at any time to change or discontinue any aspect or feature of the Service, and to change or modify these Terms or any other terms and conditions applicable to your use of the Service, or any part thereof, or to impose new conditions. Any such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, updating the date at the beginning of these Terms, posting on the Site, in or by electronic mail or messaging, or by any other means by which you obtain notice thereof. Any use of the Service by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions, unless you notify us in writing that you are terminating your use of the Service within five (5) business days of receipt by you of such notice, in which case your conduct prior to the date of notice shall be deemed governed by Terms in effect immediately prior to such notice without such changes, modifications or additions. You are responsible for regularly reviewing these Terms.

You are granted a limited, non-exclusive, non-sublicensable, no-transferable, revocable license to access and use the Service for your personal use only. All rights in and to the Service and all intellectual property and other rights therein are the property of the Company and/or its licensors. You may not use or reference in any manner the trademarks, tradenames, service marks or service names of the Company without the express written consent of the Company.

You are responsible for obtaining the data network access necessary to use the Service. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service.

In addition to the restrictions set forth elsewhere in these Terms, In connection with your use of the Service, you may not and you agree that you will not:

  • use the Service for any commercial or other purposes that are not expressly permitted by these Terms.
  • copy, store or otherwise access or use any information obtained through access or use of the Service for purposes not expressly permitted by these Terms.
  • systematically retrieve data or other content from the Site or Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
  • access, "scrape," "crawl" or "spider" any part of the Service, whether by manual or automated software, devices, scripts, robots, backdoors or other means or processes.
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • violate any applicable law or regulation.
  • interfere with or damage the Service or any element therein, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
  • attempt to probe, scan, or test the vulnerability of any of our systems or network or breach any security or authentication measures.
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any third party provider to protect the Service.
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service.
  • advocate, encourage, or assist any third party in doing any of the foregoing.
  • access or use the Service to transmit, distribute, post or submit any information concerning any other person or entity.
  • access or use the Service in connection with the distribution of unsolicited commercial email ("spam") or advertisements.
  • "stalk" or harass any other user of the Service.
  • recruit or otherwise solicit any user of the Service or an air carrier to business that are competitive to the Company.
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
  • use, display, mirror or frame the Service or any individual element.
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information

Privacy Policy; Information

Please see our privacy policy at https://www.learnersguild.org/privacypolicy.html.

You expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of us. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. These communications, by whatever means, will include, but are not limited to: operational communications concerning your account or use of the Service, communications concerning promotions run by us or our third party partners, and news concerning the Company. You may opt out of promotional messaging.

If you are required to register through the Site, you agree that you are responsible for providing us with accurate and complete registration information, including your legal name, and to keep such registration information current and accurate. You are solely responsible and liable for activity that occurs on your account and for maintaining the security and confidentiality of your password, if one is required. You shall never use another user's account without such other user's prior express permission. You will immediately notify us in writing of any unauthorized use of your account, or other account related security breach that becomes known to you.

We may allow you to submit, submit, upload, publish or otherwise make available through the Service information, incl class="lead"uding feedback related to the Service (“User Information”).

By providing User Information to us, you grant the Company a worldwide, perpetual, irrevocable, transferrable, royalty-free, sublicensable (through multiple tiers) license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Information in all media and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that you either are the sole and exclusive owner of all User Information or you have all rights, licenses, consents and releases necessary to grant the license to the User Information as set forth above. In addition, you represent and warrant that neither the User Information nor your submission, uploading, publishing or otherwise making available of such User Information nor our use of the User Information (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

We do not assert any ownership over User Information, and as between the Company and you, subject to the foregoing license and these Terms, you retain full ownership over the User Information.

Disclaimer; Limitation of Liability

While we would like the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

THE SERVICE IS PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY DOES NOT GUARANTEE THE ABILITY TO ACCESS OR USE THE SERVICE AT ANY GIVEN TIME OR LOCATION, OR THE RESULTS FROM USE OF THE SERVICE. THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

THE COMPANY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED BELOW, THE COMPANY IS NOT LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY A THIRD PARTY OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

Under no circumstance will the Company’s liability under these Terms exceed One Hundred Dollars ($100).

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Copyright and Other IP Violations

It is our policy not to permit materials known by us to be infringing to remain on the Service. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998, as amended (the "DMCA") by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have 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; (iii) identification of the content 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 information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address; (v) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to the DMCA 17 U.S.C. 512 (c), the Company has designated the Chief Executive Officer as its agent ("Agent") for notification of claims of copyright infringement. The Agent contact information is: email: [email protected]

For purposes of clarification, solely DMCA notices should go to the Agent; all other feedback, comments, requests for technical support, and other communications should be directed as provided through the Service.

Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to indemnify and hold the Company harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your access to or use of the Service; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by the Company in the defense of any claim. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Company.

Note to International Users

Your information may be transferred to and maintained on computer networks which may be located outside of the state, province, country or other governmental jurisdiction in which you reside, and the country or jurisdiction in which these computer networks are located may not have privacy laws as protective as the laws in your country or jurisdiction. Your access to and use of the Site or your submission of any personal information to us will constitute your consent to the transfer of your personal information outside of your home country or jurisdiction.

Miscellaneous

You may not assign these Terms without the prior written consent of the Company, and any assignment in violation of this restriction is void. Subject to the restrictions against assignment in this paragraph, these Terms shall be binding upon, the assigns, successors in interest, and personal representatives of each of you and the Company. The Company may assign these Terms without your consent.

The law of the State of California shall apply to the resolution of any dispute with respect to this Agreement, notwithstanding any contrary choice of law provisions under California law. The parties agree that the exclusive venue for any action with respect to this Agreement shall be in the State and Federal Courts located in San Francisco County, California.

Should any provision of these Terms be held unenforceable or invalid for any reason, the remaining portions of these Terms shall remain in full force and effect. These Terms supersede any prior written or oral agreements between you and the Company concerning the subject matter herein.

These Terms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral; provided, that transportation arranged for through the Service will be subject to separate terms and conditions. Under no circumstances will the terms, conditions or provisions of any document issued by you in connection to these Terms be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, these Terms, regardless of any failure of the Company to object to such terms, provisions, or conditions.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that the Company provides.

[email protected]

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