Effective date: August 1, 2025
Welcome to Learn Collaborate. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the "Services").
These Terms of Use (the "Terms") are a binding contract between you and LEARN COLLABORATE, INC. ("Learn Collaborate," "we" and "us"). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in thePrivacy Policy, Copyright Dispute Policy in the "What if I see something on the Services that infringes my copyright?" section of these Terms. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions ("Additional Terms"), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information aboutfuture changes to these Terms,limitations of liability,a class action waiver resolution of disputes by arbitration instead of in court. please note that your use of and access to our services are subject to the following terms; if you do not agree to all of the following, you may not use or access the services in any manner.
arbitration notice and class action waiver: except for certain types of disputes described in thearbitration agreement section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located athttps://learncollaborate.com/, send you an email, and/or notify you by some other means.
If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Learn Collaborate takes the privacy of its users very seriously. For the current Learn Collaborate Privacy Policy, please click here.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13) without obtaining verifiable consent from that child's parent or guardian ("Parental Consent"), except for the limited amount of personally identifiable information we need to collect in order to obtain Parental Consent ("Required Information"). Until we have received Parental Consent, we will only use Required Information for the purpose of obtaining Parental Consent. If you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send any personal information about yourself to us before we obtain Parental Consent, except for the Required Information in the context of the Parental Consent process.If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us with personal information (beyond the Required Information) without our obtaining Parental Consent, please contact us athello@learncollaborate.com.
If you are a school, district, or teacher, you represent and warrant that you are solely responsible for complying with COPPA, meaning that you must obtain advance written consent from all parents or guardians whose children under thirteen (13) will be accessing the Services. You are responsible for understanding how our Services may collect and use information of users of the Services, including children. When obtaining consent from parents or guardians, you must provide them with ourPrivacy Policy. You must keep all consents on file and provide them to us if we request them.
If you are a teacher, you represent and warrant that you have permission and authorization from your school and/or district to use the Services as part of your curriculum, and for purposes of COPPA and FERPA compliance, you represent and warrant that you are entering into these Terms on behalf of your school and/or district. If you are entering into these Terms on behalf of a school or school district, you will only grant access codes to teachers and staff members who are current employees of your school or district. Upon termination of a teacher or other staff member's employment with you, you will require such individual to return and cease using all access codes he or she has in his or her possession. If at any time you learn a user of the Services claims to be affiliated with your school or district who is not, in fact, affiliated with your school or district, you will notify us immediately. For more information on COPPA, please seehttps://www.ftc.gov/tips-advice/business-center/privacy-and-security/children%27s-privacy.
To the extent you are a teacher or otherwise represent a school, district or other party that is subject to Family Education Rights and Privacy Act ("FERPA"), you determine that we have a "legitimate educational interest" in carrying out our duties in performance under these Terms and agree to designate us as a "school official" as the term is used in FERPA 34 CFR Section 99.31, this paragraph will apply and you will be designated as an "Educational Institution" for the purpose of this paragraph. We will remain under the direct control of Educational Institution with respect to the use and maintenance of student "personally identifiable information" from "education records," (each as defined in, and subject to the exceptions of, FERPA), will perform an institutional service or function for which Educational Institution would otherwise use employees, and will use and share student personally identifiable information, only for the limited purpose of providing the Services consistent with in 34 CFR 99.33 (a). We agree not use or disclose data regulated by FERPA and received from or on behalf of Educational Institution (or its students) except as permitted or required by these Terms, as required by law, or as otherwise authorized in writing by Educational Institution.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.
Learn Collaborate may, in connection with the Services, connect students, educators and other users with third parties mentors, advisors, and industry experts ("Advisors"). When we use the word "you" in these Terms, it refers to any user, including Advisors.
Learn Collaborate uses reasonable efforts to vet each potential Advisor, including by checking each Advisor's background, experience, and relevant certifications, before recommending a certain Advisor to you. However, before working with any Advisor, you are responsible for making their own determinations that the recommended Advisor is suitable. Learn Collaborate can't and won't be responsible for making sure that the advice, comments or services provided by an Advisor (the "Advisor Services") are actually provided or are up to a certain standard of quality. Learn Collaborate similarly can't and won't be responsible for ensuring that information (including credentials) an Advisor provides about himself or herself is accurate or up-to-date. We don't control the actions of any Advisor, and Advisors aren't our employees.
Advisors are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Learn Collaborate. You hereby acknowledge that Learn Collaborate does not supervise, direct, control or monitor the Advisors and expressly disclaims any responsibility and liability for any Advisor Services including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
Learn Collaborate may, as part of the Services, offer certain tools, algorithms, chatbots, artificial intelligence and other similar services that may be trained on data sets, and may generate text, images, video, sound or other outputs in response to user-generated prompts (together, "AI Tools")
You agree and acknowledge that (i) certain AI Tools may be offered through the use of artificial intelligence, (ii) artificial intelligence and machine learning are rapidly evolving fields of study, and use of the Services may in some situations result in incorrect or inaccurate outputs; (iii) you should not rely on output from AI Tools as a sole source of truth or factual information, or as a substitute for professional advice, (iv) you must verify the accuracy and appropriateness of any output from AI Tools before relying on any such output; (v) relying upon such output without first verifying accuracy with a qualified human could cause harm, including but not limited to legal, financial, and physical harm; and (vi) due to the nature of our Services and artificial intelligence generally, the output may not be unique and you have no rights to materials that are generated from the Service for other users, regardless of any level of similarity. Learn Collaborate cannot control and has no duty to take any action regarding how you may interpret, rely on or use any output from any AI Tools or what actions you may take as a result of having been exposed to output, and you hereby release Learn Collaborate from all liability for your use of the AI Tools including any outputs from the AI Tools.
As part of the Services, you may receive communications through the Services, including messages that Learn Collaborate sends you (for example, via email).
You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
The following restrictions apply:
a) infringes or violates the intellectual property rights or any other rights of anyone else (including Learn Collaborate);
b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Learn Collaborate;
c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
d) attempts, in any manner, to obtain the password, account, or other security information from any other user;
e) violates the security of any computer network, or cracks any passwords or security encryption codes;
f) runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
g) "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
h) copies or stores any significant portion of the Content; or
i) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Advisors agree not to collect any information from or relating to students, educators and other users ("User Information"), whether via the Services, in the course of performing Advisor Services, or otherwise, beyond what is necessary to perform the Advisor Services for the applicable user from or about whom such User Information was collected. Advisors also must not use any User Information beyond what is necessary to perform the Advisor Services for such applicable user. Upon the conclusion of the Advisor Services for a user (or otherwise upon the request of such user or Learn Collaborate), Advisor must properly destroy all User Information from or relating to such user and make no further use of it whatsoever.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Learn Collaborate's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Learn Collaborate owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission". Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
In order to maintain, improve and provide the Services to you – including to facilitate collaboration with other users and to track your growth and progress over time, you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to ourPrivacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
For all User Submissions, you hereby grant Learn Collaborate a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Learn Collaborate account, in a manner that is not viewable by any other user except you (a "Personal User Submission"), you grant Learn Collaborate the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a "Limited Audience User Submission"), then you grant Learn Collaborate the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a "Public User Submission"), then you grant Learn Collaborate the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Learn Collaborate users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Learn Collaborate's business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
User Submissions may be used in the development and commercialization of models, algorithms, tools and related artificial intelligence products, which development activities may include, without limitation, training artificial intelligence models, as well as for designing, developing and producing statistics, metrics and other analyses that are based on or derived from the Service. You agree that we are free to use and disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Service under this these Terms.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Learn Collaborate account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Learn Collaborate's records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that Learn Collaborate, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Learn Collaborate. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Learn Collaborate is not responsible for such risks.
Learn Collaborate has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Learn Collaborate will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Learn Collaborate is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Learn Collaborate, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
Paid Servicesa. Paid Services.
Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
b. Billing.
We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe's Terms of Service athttps://stripe.com/us/checkout/legal and their Privacy Policy athttps://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
c. Payment Method.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Current Information Required.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR PROFILE PAGE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
e. Change in Amount Authorized.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
You're free to do that at any time; please refer to ourPrivacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
Learn Collaborate is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Learn Collaborate has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
Warranty Disclaimer.
Learn Collaborate and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Learn Collaborate and all such parties together, the "Learn Collaborate Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Learn Collaborate Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Learn Collaborate Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Advisor Services. THE SERVICES AND CONTENT ARE PROVIDED BY LEARN COLLABORATE (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE LEARN COLLABORATE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO LEARN COLLABORATE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity.
You agree to indemnify and hold the Learn Collaborate Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services, and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Learn Collaborate's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law.
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Learn Collaborate and limits the manner in which you can seek relief from Learn Collaborate. Both you and Learn Collaborate acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Learn Collaborate's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
a) Arbitration Rules; Applicability of Arbitration Agreement.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
b) Costs of Arbitration.
The Rules will govern payment of all arbitration fees.
c) Small Claims Court; Infringement.
Either you or Learn Collaborate may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
d) Waiver of Jury Trial.
YOU AND LEARN COLLABORATE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Learn Collaborate are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Learn Collaborate over whether to vacate or enforce an arbitration award, YOU AND LEARN COLLABORATE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
e) Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Learn Collaborate is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
f) Opt-out.
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 12105 W Waterfront Drive, Suite 425, Los Angeles, CA 90094, postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.
g) Exclusive Venue.
If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Learn Collaborate to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Learn Collaborate agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.
h) Severability.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Learn Collaborate.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Learn Collaborate may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Learn Collaborate agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Learn Collaborate, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Learn Collaborate, and you do not have any authority of any kind to bind Learn Collaborate in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Learn Collaborate agree there are no third-party beneficiaries intended under these Terms.